Part 9. Overview of Equity Securities Flashcards
Common shares
The most common form of equity and represents ownership interests.
Characteristics:
- They have residual claim (after claims of debtholders and preferred stockholders) on firms assets if firm is liquidated and govern corporation through voting rights.
- Firm are under no obligation to pay dividends on common equity, where firm determines what dividend will be paid periodically.
- stockholders are able to vote for board of directors on merger decisions, and selection of auditors, if cannot attend the annual meeting shareholders can vote by proxy.
Statutory voting
- Each share held is assigned one vote in election of each member of board of directors.
e. g. the shareholder has 300 votes, which can be cast for a single candidate or spread across multiple candidates.
Cumulative voting
This is where shareholders can allocate their votes to one or more candidates as they choose.
e.g. a situation where a shareholder has 100 shares and 3 directors will be elected; where the 3 receiving the greatest number of votes are elected.
- This makes it possible for minority shareholder to have more proportional representation on the board.
- A holder of 30% shares could choose 3 of 10 directors with cumulative voting, but elect no directors in statutory voting.
Preference shares/preferred stock
- dividends are not contractual obligation, and shares usually do not mature.
- they make fixed periodic payments to investors, and usually do not have voting rights.
- they may be callable, giving the firm the right to repurchase the shares at pre-specified call price.
- they may also be putable, giving the shareholder the right to sell the preference shares back to issuer at specified price.
- have stated par value and pay percentage dividend based on the par value of shares, e.g. $80 par value preferred with 10% dividend pays a dividend of $8 per year.
Cumulative preference shares
Usually promised fixed dividends, and any dividends that are not paid must be made up before common shareholders can received dividends.
Non-cumulative preference shares
The dividends do not accumulate over time when they are not paid, but dividends for any period must be paid before common shareholders can receive dividends.
Participating preference shares
Investors receive an extra dividend if firm profits exceed a predetermined level and may receive value greater than par value of preferred stock if firm is liquidated.
Non-participating preference shares
These have a claim equal to par value in the event of liquidation and do not share in firm profits.
Smaller and riskier firms whose investors may be concerned about firms future often issue participating preferred stock so investors can share in upside potential of firm.
Convertible preference shares
These can be exchanged for common stock at convenience ratio determined when the shares are originally issued.
Advantages:
- Preferred dividend is higher than common dividend.
- If firm is profitable, the investor can share in profits by converting shares into common stock.
- The conversion option becomes more valuable when common stock price increases.
- preferred shares have less risk than common shares as dividends is stable and have priority over common stock in receiving dividends and event of liquidation of firm.
- due to upside potential convertible preferred shares often used to finance risky venture capital and private equity firms.
- conversion feature compensates investors for additional risk they take when investing in such firms.
Equity classes
e. g. Class A, Class B
- one class may have greater voting power and seniority if firms assets are liquidated.
- classes may also be treated differently with respect to dividends, stock splits and other transactions with shareholders.
- info on ownership and voting rights of different classes of equity shares can be found in company’s filings with securities regulators.
Private equity
These are usually issued to institutional investors via private placements, and markets are smaller than public markets but growing rapidly.
Characteristics:
- less liquidity as no public market for shares exists.
- share price negotiated between firm and investors, not determined in a market.
- more limited firm financial disclosure as there is no government or exchange requirement to do so.
- lower reporting costs because of less onerous reporting requirements.
- potential weaker corporate governance due to reduced reporting requirements and less public scrutiny.
- greater ability to focus on long-term prospects as there is no public pressure for ST results.
- potentially greater return for investors once firm goes public.
3 main types of private equity:
- Venture capital
- Leveraged buyout
- Private investment in public equity
Venture capital
- This refers to capital provided to firms early in their life cycles to fund their development and growth.
- Investors can be family, friends, wealthy individuals or private equity funds.
- Investments are illiquid, and investors often have to commit fund for 3-10 years before they can cash out.
- Investors hope to profit when they can sell their shares after IPO to an established firm.
Leveraged buyout (LBO)
- Investors buy all of firms equity using debt financing (leverage).
- If buyers are firms current management, the LBO is referred to as management buyout (MBO).
- Firms in LBOs have cash flow that is adequate to service the issued debt or have undervalued assets that can be sold to pay down the debt over time.
Private investment in public equity (PIPE)
A public frim that needs capital quickly sells private equity to investors.
- The firm may have growth opportunities, be in distress or have large amounts of debt.
- The investors often buy stock at sizeable discount to its market price.
Listing on foreign stock exchanges:
- Increases publicity for firms products.
- The liquidity of firms shares.
- Increases firms transparency due to stricter disclosure requirements of many foreign markets.
- Improves equity market performance.
Direct investing
The securities of foreign companies simply refers to buying a foreign firms securities in foreign markets.
Obstacles to direct foreign investment:
- the investment and return are denominated in foreign currency.
- the foreign stock exchange may be illiquid.
- the reporting requirement of foreign stock exchanges may be less strict, impeding analysis.
- investors must be familiar with regulations and procedures of each market in which they invest.
Other methods for investing in foreign companies:
These are provided by:
- global depository receipts
- American depository receipts (ADRs)
- Global registered shares (GRSs)
- Baskets of listed depository receipts (BLDRs)
Depository receipts
These represent ownership in foreign firm and are traded in markets of other countries in local market currencies.
A bank deposits shares of foreign firm and then issues receipts representing ownership of a specific number of foreign shares.
Depository bank - this acts as a custodian and manages dividends, stock splits and other events.
- The investor does not need to convert to foreign currency, the value of DR is affected by ER changes, and firms fundamentals, economic events and any other factors affecting value of stock.
Sponsored DR vs unsponsored DR
- Sponsored provides the investor voting rights and usually subject to disclosure requirements.
- Unsponsored means the depository bank retains the voting rights.
Global depository receipt (GDR)
These are issued outside US and issuers home country, with most traded on the London and Luxembourg exchanges.
- Although not listed here, they are denominated in US dollars, and can be sold to US institutional investors.
- GDRS are not subject to capital flow restrictions imposed by gov, and offer firms and investors greater opportunities in foreign investment.
- Usually firms lists GDR in market where many investors are familiar with firm.
American depository receipts (ADR)
These are denominated in US dollars and traded in US.
The security in which its based is American depository share (ADS), where trades in firms domestic market.
ADRs allow firms to raise capital in US or use shares to acquire other firms, with most requiring SEC registration, with some privately placed.
Global registered shares (GRS)
These are traded in different currencies on stock exchanges around the world.
Basket of listed depository receipts (BLDR)
An exchange-traded fund (ETF) that is a collection of DRs, where they trade in markets just like common stocks.