Corporations (Finance) Flashcards
Corporations (Finance)
Capital Structure
A corporation’s capital structure refers to the particular mix of debt and equity that the business uses to finance its operations and plans for future growth.
Corporations (Finance)
Initial Capital:
Sources
- Contributions from Founders
- Issuing Stock/Securities Offerings
- Borrowing Money
a. From Banks
b. From the Public at Large (Capital Markets)
Corporations (Finance)
Authorized Stock
The maximum number of shares the company may issue, per the articles of incorporation
Corporations (Finance)
Issued Stock
- Shares that have been transferred to shareholders in exchange for consideration
AND - All treasury stock
Corporations (Finance)
Outstanding Stock
Shares that have been issued to shareholders, not including treasury stock
Only Outstanding Shares are eligible to vote at shareholder meetings
Dividends are issued to holders of outstanding stock
Corporations (Finance)
Shareholders
Investors who make an equity investment in a corporate that is represented by shares of stock
Shareholders hold authorized, issued, and outstanding shares
Corporations (Finance)
Treasury Stock
Stock held by the corporation
Treasury stock is authorized and issued, but it is not outstanding
Corporations may reacquire/repurchase authorized, issued, and outstanding stocks, restoring them to the status of authorized, but not issued or outstanding.
Corporations (Finance)
Par Value Stock:
Effect of “No Par Value” Stated
If no par value is stated, the board can allocate to stated capital and capital surplus at its discretion
Corporations (Finance)
Par Value Stock:
Stated Capital Account
The par value amount goes to the stated capital account
Corporations (Finance)
Par Value Stock:
Capital Surplus Account
Any amount over the par value amount goes to the capital surplus account
Corporations (Finance)
Par Value Stock:
Watered Down/Discount/Bonus Stock
Stock that is issued below par value
Corporations (Finance)
Common Stock:
Stockholder Rights
The default class of stock
- Voting Rights
- Distribution Rights
- Liquidation Rights
- Preemptive Rights (maybe)
Corporations (Finance)
Common Stock:
Stockholder Voting Rights
Common stock has full, unlimited voting rights for directors and for approving certain fundamental changes to the business
Typically one-stock-one-vote, but sometimes fractional
If there are different classes of stock, certain voting rights may be altered
Directors may be voted for using straight or cumulative voting
Corporations (Finance)
Voting for Directors:
Straight Voting
Each stockholder is entitled to vote based on on-stock-one vote per each director position
May require a majority or plurality to win
Corporations (Finance)
Voting for Directors:
Cumulative Voting
Each stockholder is entitled to vote based on the number of stocks held multiplied by the number of open director position
They may apply their votes to one or more open director positions
Only requires a plurality to win