Equities and Debts Flashcards
Security
Intangible financial asset that may be bought, sold, or gifted between persons. Paper certificate or electronic records.
Howey Test
SEC v. WJ Howey Co, 1946
- an investment of money made into
- a common enterprise
- with the expectation of profit
- through the efforts of a third party
Examples of securities
Stocks Bonds, notes, and debentures Options Mutual funds Jumbo CDs Depositary receipts Units in an investment Variable life and variable annuities
Not securities
Cash and currency Fixed annuities Whole and term life insurance Personal residence Commodities and futures Bitcoin/cryptocurrency
Common stock
Authorized
Issues
Outstanding
Treasure
Authorized stock
The number of shares a corporate charter specifies that can be issued
Issued stock
Authorized stock that has been sold to investors
Outstanding stock
Any shares that a company has issued and are in the hands of investors
Treasury stock
Stock a corporation has issued and subsequently reacquired. Can be held indefinitely or reissued or retired. Does not carry rights of outstanding common shares
Types of common stock
Large Cap/Blue chip
Mid-Cap
Small Stocks
Formula for a corporation’s market capitalization
=current market value (CMV) of a share times the number of outstanding shares
Penny stock
Unlisted security trading at less than $5 per share. Highly speculative. Customers must be given a copy of risk disclosure document; client must sign and date acknowledgement that the document has been received.
Penny stock cold calling rules
Rep must determine suitability based on buyer’s financial situation and objectives; must disclose
- the name of hte penny stock
- the number of shares to be purchased
- a current quotation
- the amount of commission the firm and representative received
Established customer
-has held an account with the broker-dealer for at least one year (and has made a deposit of funds or securities)
or
has made at least three penny stock purchases of different issuers on different days
Types of dividends from common stock
- Cash dividends, typically paid quarterly and taxed in the year they are distributed
- Stock dividends, typical of growth companies; cost per share adjusted downward; not taxable, but consequences when shares are sold
- Product dividends
Dividend disbursement dates
DERP
- Declaration date: when a company’s BOD approves a dividend payment
- Ex-dividend date (ex-date) on the basis of the dividend record date, FINRA or exchange declares ex-date: one business day before the record date. stock must be purchased before the ex-dividend date
- Record date: stockholders of record on the record date receive the dividend distribution
- Payable date: Dividend disbursing agent sends dividend checks to all stockholders on the books as owners as of the record date
Benefits of owning common stock
Voting rights
Opportunity for capital appreciation
Current income
Limited liability
Statutory voting
allows a stockholder to cast one vote per share owned for each item on a ballot, such as candidates for the BOD. A board candidate needs a simple majority to be elected Ex. 100 shares owned BOD seat 1 100 votes BOD seat 2 100 votes BOD seat 3 100 votes
Cumulative voting
Allows stockholders to allocate their total votes in any many they choose
Ex. 100 shares owned
BOD seat 1 300 votes
BOD seat 2 and 3 0 votes
Risks of owning common stock
Market risk
Decreased or no dividend income
Low priority at dissolution
Pre-emptive Rights/Stock rights
Entitles existing common stockholders to maintain their proportionate ownership shares in a company by buying newly issued shares before the company offers them to the general public
Rights offering
Allows stockholders to purchase common stock below the current market price. Valued separately from the stock and trade in the secondary market during the subscription period, typically 30-45 days.
Warrant
A certificate granting its owner the right to purchase securities from the issuer at a specific price, normally higher than the current market price at the time the warrants are issued and at some time in the future; a sweetener in connections with other securities such as debt instruments
Rule 144
applies to shares that are sold through a nonstandard offering and subject to resale restrictions and to sales by persons who are classified as a control person (insider) of the issuer
Restricted stock
Acquired through some means other than a registered public offering, such as in private placement
May not be sold until they have been held fully paid for six months. They have a restrictive legend on the certificate
Legended or Legended certs
Control stock
Owned by directors, officers, or persons who own or control 10% or more of the issuer’s voting stock. Families will aggregate their positions to determine percentage of ownership.
Rule 144 volume limitations
Form 144: the number of shares a control person may sell over a 90-day period.
Greater of
1% of the outstanding shares of the company
or
the average weekly trading volume over the most recent four weeks
American depositary receipts
Type of equity security designed to simplify foreign investing for Americans.
Created when common shares are purchased in the foreign company’s home market. Shares are deposited in a foreign branch of a US bank and a receipt (the ADR) is created. Each ADR may represent one or more shares of the foreign company’s shares held on deposit.
Benefits of ADRs
Ease of use: will be listed on NYSE or Nasdaq, some traded OTC; settle T+2
ADR taxation: dividends paid to a US investor may be subject to a withholding tax by the home country of the underlying foreign stock issues. The amount of tax withheld by foreign government is applied as a credit against the investor’s US tax liability. Capital gains only taxable in the US
Currency and political risk protection since they are issued and pay dividends in US dollars.
Preferred stock
Rate of return is fixed rather than subject to variation; no voting rights, no pre-emptive rights
Benefits of owning preferred stock
Dividend preference
Priority at dissolution over common stock
Risks of owning preferred stock
Purchasing power risk
Interest rate sensitivity
Decreased or no dividend income
Priority at dissolution behind all creditors
Types of preferred stock
Straight (noncumulative): missed dividends are not paid to holder
Cumulative: accrues payments due its shareholders
Callable preferred stock
company holds the right to buy back the stock for a stated price after a specified date, allows a company to replace a high fixed-dividend obligation with a lower one when the cost of money has gone down