Corporate Issuers (8%) Flashcards
Key Attributes of Organizational Forms:
Legal Identity
Whether the business is a separate legal entity from its owners.
Key Attributes of Organizational Forms:
Owner-Manager Relationship
The relationship between the business owners and those who manage the business.
Key Attributes of Organizational Forms:
Owner Liability
The extent to which owners are personally liable for the business’s actions and debts.
Key Attributes of Organizational Forms:
Taxation
How business profits and losses are treated for tax purposes.
Key Attributes of Organizational Forms:
Access to Financing
The ability to raise capital for expansion and distribute risks.
Sole Trader or Proprietorship:
Description
A single owner provides capital, retains full control, and is responsible for all risks and returns.
Sole Trader or Proprietorship:
Legal Identity
No separate legal identity
Sole Trader or Proprietorship:
Liability
Full Personal Liability
Sole Trader or Proprietorship:
Taxation
Business Profits Taxed as Personal Income
General Partnership:
Description
Two or more owners (general partners) share resources, risks, and returns.
General Partnership:
Legal Identity
No separate legal identity.
General Partnership:
Liability
Partners have unlimited personal liability.
General Partnership:
Taxation
Profits taxed as personal income.
Limited Partnership:
Description
At least one general partner (with unlimited liability) and one or more limited partners (with liability limited to their investment).
Limited Partnership:
Legal Identity
Partial separate legal identity.
Limited Partnership:
Liability
General partners have unlimited liability;
limited partners have liability limited to their investment.
Limited Partnership:
Taxation
Profits taxed as personal income.
Limited Liability Partnership (LLP):
Description
Composed entirely of partners with limited liability.
Limited Liability Partnership (LLP):
Legal Identity
Separate legal identity.
Limited Liability Partnership (LLP):
Liability
All partners have limited liability.
Limited Liability Partnership (LLP):
Taxation
Profits taxed as personal income.
Limited Liability Partnership (LLP):
Applicability
Often restricted to professional services firms.
Example: Law firms, accounting firms, and architecture firms.
Limited Companies:
Private Limited Company:
Description
Combines limited liability, improved transferability of ownership, and separation of ownership and management.
Limited Companies:
Private Limited Company:
Legal Identity
Separate legal identity.
Limited Companies:
Private Limited Company:
Liability
Owners (shareholders) have limited liability.
Limited Companies:
Private Limited Company:
Taxation
Profits taxed at both the corporate and personal levels.
(Double Taxation)
Limited Companies:
Private Limited Company:
Access to Financing
Better access to financing compared to partnerships.
Limited Companies:
Private Limited Company:
Examples
LLCs or S corporations in the United States
Limited Companies:
Public Limited Company (Corporation):
Description
Suitable for companies seeking to go public, with no restrictions on the number of owners or ownership transferability.
Limited Companies:
Public Limited Company (Corporation):
Legal Identity
Separate legal identity
Limited Companies:
Public Limited Company (Corporation):
Liability
Shareholders have limited liability.
Limited Companies:
Public Limited Company (Corporation):
Taxation
Profits taxed at both the corporate and personal levels.
(Double Taxation)
Limited Companies:
Public Limited Company (Corporation):
Access to Financing
Greatest access to financing.
Limited Companies:
Public Limited Company (Corporation):
Examples
Large multinational companies like Apple, Toyota, and Siemens.
True or False: Partnerships are typically taxed at the entity level rather than at the individual partner level.
True
False
False.
Partnerships are typically pass-through entities, meaning that business income earned by the partnership is passed through to the partners according to the terms of partnership agreement, and each partner is taxed at the personal level.
If a company owner expects to have a significant need for financing, which of the following organizational forms is the least appropriate choice?
A. Corporate
B. Partnership
C. Sole proprietorship
C is correct. A sole proprietorship is limited in financing to the owner’s funds and by the amount the owner can borrow personally. A partnership expands access to financing by adding owners, spreading risk, and adding borrowing capacity. The corporate form provides for the broadest access to financing because there are no limits to the number of shareholders and, with limited liability, shareholders are relatively more comfortable with the company borrowing.
Organizational Form
A legal and tax classification of a business, specific to a jurisdiction, that determines the organization’s legal identity, owner–manager relationship, owner liability, taxation, and access to financing.
________________ liability is a benefit to the corporate organizational form, but the form does face a possible disadvantage because of ________________ taxation of distributed business income.
Limited liability is a benefit to the corporate organizational form, but the form does face a possible disadvantage because of double taxation of distributed business income.
Identify two features that distinguish a general partnership from a limited partnership.
Owner–manager relationship: The management of a general partnership is typically shared by the general partners, while in a limited partnership, the general partner often exercises most managerial responsibilities.
Owner liability of business debts and obligations: In a general partnership, the partners are personally legally liable for business debt and actions undertaken by the company.
In a limited partnership, only the general partner faces personal liability; limited partners’ liability is limited to their investment in the partnership.
Corporations:
Owner-Manager Separation
Corporations typically have a separation between ownership and management.
Shareholders own the corporation but are largely removed from its day-to-day operations.
Instead, they elect a board of directors that appoints executive management to run the company.
This separation allows the corporation to access financing from a larger pool of potential investors who do not need to be involved in management.
Corporations:
Owner/Shareholder Liability
Shareholders in a corporation have limited liability. This means that the maximum amount they can lose is what they have invested in the company; they are not responsible for the corporation’s debts unless they have specifically guaranteed them
Corporations:
External Financing
Corporations can access external financing more easily than other business forms due to the separation of ownership and management. Financing can be raised through:
Equity: By selling shares to investors or reinvesting profits.
Debt: Through loans, bonds, and leases.
Corporations:
Taxation
Corporations are taxed on their profits, and shareholders may pay additional taxes on dividends, leading to double taxation.
Corporate Issuers
Limited companies or corporations that seek financing in financial markets by, for example, issuing debt or equity securities.
Explain why the separation of ownership from management allows for corporate issuers to have greater access to capital.
By separating ownership from management responsibilities, corporations can attract a broad range of owners, especially individuals and institutions, who do not want to be involved in management but would like to participate as investors.
Limited liability of shareholders refers to the fact that the ________________ amount shareholders may lose on their investment is the ________________ paid to buy the shares.
Limited liability of shareholders refers to the fact that the maximum amount shareholders may lose on their investment is the price paid to buy the shares.
In which of the following situations does the double taxation of the corporate organizational form matter the least?
A.The company expects to pay all its after-tax income as a dividend to shareholders each year.
B.The company’s shareholders reside in a tax jurisdiction with a high tax rate on dividend income.
C.The company is expecting to reinvest all its after-tax profits each year into growth of the business.
C is correct. Reinvestment of all profits implies that the company pays no dividend to shareholders, and thus, no double taxation occurs.
Corporate issuers are characterized by all of the following except:
A. Corporate income is taxed at both the corporate and personal levels.
B.Owners do not need to be involved in management of the company.
C.The owners of the corporation are not legally distinct from the corporation.
C is correct. A corporation is a legally separate entity from its owners.
Publicly Owned Companies:
Exchange Listing
Shares are listed and traded on an exchange, providing liquidity and price transparency. Investors can easily buy or sell shares on the exchange.
Privately Owned Companies:
Exchange Listing
Shares are not listed on an exchange, making ownership transfer more difficult and less transparent. Shareholders must find a willing buyer, and the company may restrict ownership transfers.
Publicly Owned Companies:
Share Ownership and Transfer
Ownership can be transferred easily between investors through the exchange.
Privately Owned Companies:
Share Ownership and Transfer
Ownership transfer is more restricted and often requires negotiation between the buyer and seller. The company may also refuse the transfer of ownership.
Publicly Owned Companies:
Share Issuance and Financing
Can issue new shares that trade in the secondary market. Have access to a large pool of potential investors.
Privately Owned Companies:
Share Issuance and Financing
Finance through private placements from fewer investors, who usually have longer holding periods.
Publicly Owned Companies:
Public Companies
Must register with regulatory authorities and comply with strict reporting and disclosure requirements, including filing audited financial statements regularly.
Publicly Owned Companies:
Private Companies
Generally subject to fewer regulatory disclosures and compliance requirements.
Going Public:
Initial Public Offering
New shares are issued, capital is raised, and shares begin trading on an exchange.
Going Public:
Direct Listing
Existing shares are listed on an exchange without issuing new shares or raising capital.
A direct listing does not involve an underwriter and no new shares are issued, so no capital is raised. Instead, the company simply lists existing shares on an exchange at a price determined by the market, and shares become available to the public as they are sold by existing shareholders.
Going Public:
Special Purpose Acquisition Company (SPAC)
A private company is acquired by a publicly listed SPAC, becoming a public company.
Going Private
Public companies may decide to go private through a process where investors acquire all publicly traded shares, delisting the company from the exchange. This often involves using debt to finance the acquisition, with the goal of restructuring or making changes to increase the company’s value.
exchange
A rules-based, open access market venue where financial instruments are traded, with price and volume transparency accessible by issuers, investors, and their intermediaries.
Free Float
The portion of a listed company’s equity securities that are not held by insiders, strategic investors, sponsors, founders, and so on, that are more freely available for trading.
Private Placement
A sale of debt or equity securities to a small group of investors on an unregulated basis. The terms of the offering are negotiated by the issuer and investors.
accredited investors
Investors that meet certain minimum regulatory net worth or other requirements in order to invest in certain types of alternative assets.
A corporate issuer has the following attributes:
(1) It has no need for new equity financing,
(2) its debt needs are well satisfied through its existing credit facility with a bank, and
(3) it has a majority owner that exercises management control of the company.
Is this corporate issuer more likely public or private?
A. Public
B. Private
B is correct. The lack of need for new equity capital implies less reason to have exchange-listed stock, as does the ability to operate the business with the current debt capacity available under its existing credit facility. The majority owner exercising management control could possibly imply either public or private status, although combined with the first two attributes, it is doubtful that such a company would be public.
Which of the following does not reflect a primary difference between an initial public offering (IPO) and a direct listing?
A. Whether or not employees own shares in the private company
B.Whether or not new capital is raised
C.Whether or not an underwriter is used
A is correct. A company with employee shareholders can go public with either an IPO or a direct listing; employee shareownership does not differ by the choice of transaction.
Describe two benefits of being a public company and two reasons that an issuer may instead prefer to be private company.
Benefits of public status:
(1) Public listing allows the company to access capital from a broader range of investors, thus making larger capital raises more feasible.
(2) Public listing allows for price transparency for investors and ease of trading because of stock exchange listing. This may be especially beneficial if employees own significant stock, because listing creates a market for these shares.
Benefits of private status:
(1) Fewer disclosure requirements, thus reducing compliance costs and perhaps conferring competitive advantages because information can be kept private.
(2) Fewer stakeholders, thus allowing for improved access to communication channels.
A public company acquires a private company. Is the acquired company public or private after the acquisition? Explain the rationale for your choice.
A. Public
B. Private
A is correct. Even though the acquired company will not have its own shares, the shareholders of the acquirer own the formerly private company, though the percentage of assets of the combined company attributable to the acquired company may be small. The acquirer’s board of directors and management now operate the newly acquired company.
residual claim
equity is a residual claim against company cash flows—whatever is left after expenses, investments, and debt payments. Cash distributions to equity investors are at the discretion of the board of directors
Financial leverage
The use of debt in the capital structure. Measured using ratios such as operating income to operating income less interest expense, total assets to total equity, or debt to equity.
Dilution
An increase in the number of shares outstanding from share issuance that decreases the percentage of shares owned by existing shareholders.
Corporate equity and debt holders share the same investor perspective with respect to:
A. maximum loss.
B. investment risk.
C. return potential.
A is correct. For both equity and debt holders, their initial investment represents their maximum possible loss. The return potential is theoretically unlimited for equity holders, while it is capped for debtholders. Equity holders are exposed to a higher level of investment risk, as they hold a residual claim on the firm’s cash flows that is lower in priority to the debtholders’ claim.
True or False:
Debtholders, unlike equity holders, have symmetric potential downside losses and upside gains.
True.
False.
B is correct; the statement is false. Both debtholders and equity holders have asymmetric potential payoffs. For debtholders, potential upside gains are limited to interest and principal repayments, regardless of how high the value of the firm rises. In contrast, if the value of the firm falls below the value of its debt, debtholders can lose up to their initial investment.
Conflicts of Interest:
Shareholders vs. Bondholders
Shareholders seek to maximize residual cash flows and are willing to take greater risks for higher potential returns.
They prefer the use of debt financing to avoid dilution.
In contrast, bondholders prefer less risky projects and financial stability to ensure timely repayment.
This creates potential conflicts, as shareholders benefit from higher leverage and risk, while bondholders do not.
Interest payments to debtholders are:
A. residual payments.
B. at the discretion of the board.
C. deductible for corporate income tax purposes.
C is correct. Interest payments on debt are tax deductible for the firm.
All of the following are characteristics of debt except:
A. limited liability.
B. unlimited return.
C. priority in payment.
B is correct. Shareholders, not debtholders, have the potential for unlimited return.
All else being equal, a jurisdiction increasing its corporate income tax rate would most likely lead to ____________________ (lower/higher/the same) use of debt financing by issuers.
Higher. An increase in the corporate income tax rate would likely result in a higher mix of debt. Interest payments on debt are tax deductible, so an increase in the tax rate would reduce the after-tax cost of debt financing, all else being equal, thus making debt financing relatively more attractive than equity financing.
Which of the following groups has a residual claim on an issuer’s cash flows?
A. Employees
B. Debtholders
C. Shareholders
C is correct. Shareholders are residual claimants to a firm’s cash flows and receive discretionary distributions after priority claims (e.g., employee compensation, supplier payments, interest expenses, and taxes) are met.
Stakeholders
Any party with an interest, financial or non-financial, in an entity or its actions.
Shareholder Theory
Focus: Maximizing shareholder value.
Responsibility:
-Directors and managers primarily serve shareholders.
Impact on other stakeholders: Considered only if it affects shareholder value.
Stakeholder Theory
Focus: Considering the interests of all stakeholders.
Challenges:
- Balancing multiple objectives.
- Defining and measuring non-shareholder objectives.
- Competing globally if competitors do not face similar constraints.
- Direct costs of adhering to higher ESG standards.
Conflicts of Interest among Lenders and Shareholders
Shareholders: Prefer higher risk for potential higher returns, favor leveraging debt to avoid dilution.
Bondholders: Prefer lower risk and stable cash flows, use contractual restrictions to protect their interests.
Inside Directors
Members of a corporation’s board of directors who are not independent. Typically, inside directors are employees or founders (and their family) of the company.
Independent Directors
Members of a corporation’s board of directors who do not have an employment or familial relationship with the company, nor do they have a relationship that would impair their independence such as an economic interest in a vendor or competitor of the company.
supervisory board
In some jurisdictions, a corporation’s board of directors is formally composed of a supervisory board and a management board. The supervisory board appoints and oversees the management board and often includes representatives of employees and other non-shareholder stakeholders.
Staggered Board
A structure of board elections in which only part of the board is elected simultaneously—for example, only one-third of the board may be up for election each year, so the board can be replaced over three years, not in one year if all seats were elected annually. This structure fosters greater continuity of board members but is an obstacle for shareholders seeking to effect change.
Which of the following board structures would most limit shareholders’ ability to effect a major change in the management of a firm?
A. Majority inside, staggered
B.Majority independent, staggered
C.Majority independent, non-staggered
A is correct. A board with a majority of inside directors could more easily resist outside change than one with a majority of directors who were independent of management.
Also, a staggered board would allow only a portion of the directors to be voted out each year, so it would take several years to replace a majority of directors.
Compared with public debtholders (e.g., bondholders), private debtholders (e.g., banks, lessors):
A. have less influence over company management.
B.have access to non-public information about the company.
C.are less likely to consent to changes in the debt contract.
B is correct. Private debtholders, including banks and other direct lenders, typically have direct access to management and non-public information, which lowers information asymmetry.
Negative Externalities
A cost to a third party because of the production or consumption of a good or service.
ESG considerations are increasingly relevant for which of the following reasons (select up to three options)?
A.Many in the new generation of investors are demanding that investment strategies incorporate ESG factors.
B.ESG issues are having more material impacts on companies’ valuations.
C.Environmental and social issues are being treated as negative externalities.
A is correct. A growing number among the new generation of investors increasingly demand that their inherited wealth or pension contributions be managed using investment strategies that systematically consider material ESG risks, as well as negative environmental and societal impacts, of their portfolio investments.
Material
(materiality) Refers to information that is decision-useful for a reasonable investor.
ESG: Physical Risks
Economic and financial losses from the increase in the severity and frequency of extreme weather due to climate change—for example, the loss of coastal real estate from a storm.
ESG: Transition Risks
Economic and financial losses from the transition to a lower-carbon economy in response to climate change—for example, the abandonment of an oil well that is no longer economical.
Transition Risk: Stranded Assets
A resource that is no longer economically valuable owing to changes in demand, regulations, or availability of substitutes—for example, a newly discovered oil well that will not be brought into production.
Historically, analysts have best been able to evaluate a company’s:
A. social practices.
B. governance practices.
C. environmental practices.
B is correct. Corporate governance factors are well understood and quantifiable by analysts, including the consequences of poor corporate governance. In contrast, the inclusion of environmental and social factors in investment decision-making has evolved more slowly. The results of evaluating the effects of environmental and social factors on firm performance are often less clear.
Historically, environmental and social issues have been treated as ______________. However, they are increasingly being recognized as _________________.
(negative externalities, internalized costs).
Historically, environmental and social issues have been treated as negative externalities. However, they are increasingly being recognized as internalized costs.
Stranded assets best represent _____________.
(physical risk, transition risk)
Stranded assets best represent transition risk.
Transition risks are losses related to the transition to a lower-carbon economy. An oil well may become a stranded asset due to government regulations or changes in consumer preferences that affect the price of oil or otherwise impair an issuer’s ability to fully realize the asset value. Physical risks include damage to property stemming from extreme weather, which is expected to increase in both frequency and severity due to climate change.
A company’s effectiveness in managing long-term risks and sustainability is best classified as a:
A. social factor.
B. governance factor.
C. environmental factor.
B is correct. Corporate governance and stakeholder management address issues that include a company’s effectiveness in managing long-term risks and sustainability. Management effectiveness can be assessed through an evaluation of the company’s financial and non-financial performance over the long run, along with a comparison against industry peers to isolate controllable variables.
Principal-Agent Relationship
A principal-agent relationship (or agency relationship) is established when one party (the principal) hires another party (the agent) to perform a task or service.
The agent is expected to act in the principal’s best interest, which involves trust and expectations of loyalty and diligence.
Fill in the blank for each with: (1) principal or (2) agent.
shareholders (________) elect directors (_______), who then hire managers (______) to maximize shareholder value.
shareholders (principals) elect directors (agents), who then hire managers (agents) to maximize shareholder value.
Common Divergences Between Manager and Shareholder Interests:
Insufficient Effort
Managers may not invest adequately in projects, manage costs effectively, or make tough decisions due to personal interests or external commitments.
Common Divergences Between Manager and Shareholder Interests:
Inappropriate Risk Appetite
Managers may either take excessive risks (due to compensation structures like stock options) or be overly risk-averse (due to lack of incentives), which may not align with shareholders’ interests.
Common Divergences Between Manager and Shareholder Interests:
Empire Building
Managers may pursue growth for its own sake to increase their compensation and status, even if it doesn’t add shareholder value.
Common Divergences Between Manager and Shareholder Interests:
Entrenchment
Managers may take actions to secure their positions rather than acting in the best interests of shareholders.