Equity Investments Flashcards
sole proprietorship
unlimited liability;
taxed passthrough to owner;
small scale cuz only can expand within owner’s ability to secure financing;
1 person
general partnership
2+ people;
partnership agreement=partners responsibilities for business operations and shares of pnl;
unlimited liability;
taxed passthrough to owner
limited partnership
general partner=operate the business;
unlimited liability; taxed as personal income;
limited partner=NOT involved in appointing or removing general partners or day to day; only capital contributor; limited lia;
taxed passthrough to owner
corporation
seperate legal entity; maanged by BOD; limited; double taxation
limited liability partnership
general partner not allowed, only limited partner
double taxation
tax firms on earnings and tax dividends as personal income; impact more of firm paid out more div
free float
actively traded shares not owned by insiders, strategic investors or sponsors
investors in a private limited company have to wait until the company goes public or is sold to exit their investment
share value is not readily observable and transfer is difficult; few regulatory requirements; disclose less info than public; investors can take longer term view of businesses
private placements
private companies raise capital through private placement; restricted to accredit investors (high net worth, corp institutional investors)
private company go public
IPO, direct listing(no underwrite or lock-up period, available for public to buy more quickly), acquisition by SPV (special purpose acquition company=corp set up to acquire a private firm, raise capital through IPO and put fund into a trust to make acquisition where acquired comp doesnt have to be identified, SPAC aka blank check companies)
increase leverage, increases ROE if rate of return>=cost of debt but more risky leveraged if revenue decreases
debt holder more concerned with firms ability to pay debt and less with potential growth; equity holder wants firm to issue debt to obtain growth cuz wont dilute the shares. so debt holders have covenants state the maximum leverage or minimum interest coverage
shareholder theory
conflict of interest between the managers and its shareholders;
shareholder wants to max market value of firm
stakeholder theory
conflicts among several groups that have an interest in the firm
Shareholders
residual interest; voting right; control over firm and management; ongoing growth that will increase firm value
board of directors
responsible for protecting the interests of shareholders; hire and set compensation of firm’s managers; strategic firm direction;
inside directors=founders, conflict of interest with shareholders but not independent directors
Negative externalities
firm do not bear full cost of its actions (e.g. pollution)
ESG risks
Equity investors bear the brunt of the risk from adverse outcomes than debt investors unless loss is large enough to default;
not all debt holders are equally exposed to ESG risk; long term debt holders exposed if coal plant is in compliance now but may be obsolete in future
principal-agent conflict
Managers and directors may choose a lower level of business risk than shareholders would. cuz managers have their employment income tied to the firm solvency could cause by information asymmetry
managers paid stock option grant want more risk than cash comp managers;
dual-class structure
some shareholders with more voting power; CFA is against this because it furthers one groups interest at the expense of another
hostile takeover
not supported by the company’s management
bond indenture
legal document specifies the rights of bondholders and the company’s obligations
covenants
rules in bond indenture
auditor committee
oversee financial reporting, oversee internal control and internal audit, propose remedies based on audit results