Series 65 Flashcards
What are examples of securities (12) and non-securities (7)
Securities: Common stock, Preferred stock, Mutual funds, Bonds, Variable annuities, Variable life insurance, Rights, Options, Warrants, ETFs/ETNs, Real Estate Investment Trusts, CMOs
Non-securities: Term life insurance, Whole life insurance, Fixed annuities, IRAs, Retirement accounts, Prospectus, Confirmations
What is another name for equity? What does it mean?
Stock; it means ownership of the corporation
What is authorized stock? How are number of shares determined?
The number of shares allotted in creation of the corporation. Number of shares are arbitrary, and new authorized stock needs to be approved for further money coming into the corporation.
What is issued stock? What can additional authorized stock be issued to in the future (4)?
Issued stock is stock that is sold. Authorized stock can be issued to:
- Pay a stock dividend
- Expand current operations
- Exchange common shares for convertible preferred or convertible bonds
- Employee stock option pool or plan purchases
What is outstanding stock?
Authorized stock is stock that has been sold or issued to the investing public
What is treasury stock? What 2 rights doesn’t it have compared to other stock? What is it used for (4)? What is equation?
Treasury stock is stock that is sold and bought back by the corporation. It doesn’t have voting power or get paid dividends. It is used for:
- To maintain control of the company
- To increase earnings/share
- To use shares to pay for an acquisition/merger
- Employee option pool
What is book value and book value/share?
Book value = Total assets - Total liabilities (tangible)
Book value/share = Book value/outstanding shares
Par value
The value an accountant records in the balance sheet for sale of an initial stock
What are preemptive rights? Ensures through what? When and how can you purchase new shares? What is this called and what are the 3 possible outcomes?
Allows investors to maintain their ownership by buying percentage of shares, ensured through rights offering. You can buy percentage of shares at a discount for 45 days at subscription price. Possible outcomes:
Executed - stock sold to original investor
Sold - Stock sold to new investor
Expired - Stock not sold after 45 days (only happens when market price is lower than subscription price after 45 days)
What are equity security types (2)?
Common and preferred stock
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ALZ2006- binds cofactor of progranulin, entering Phase 2 in PSP
3 steps of a rights offering
- Once rights offering is declared, stock is traded with rights attached (trading cum rights) - starts trading cum rights after declaration date
- Stock becomes available to trade without rights attached after ex date (trading ex rights)
- Stock not sold in the rights offering is bought by underwriters (investment banks standing by)
The value of the common stock will be adjusted when and by what?
The value of the common stock will be adjusted down by the value of the right on the ex rights date
During a rights offering, one share = how many rights?
1 right
How is number of rights “cum rights” calculated and where is it detailed?
Stock price - Subscription price = Number of rights required to purchase one share + 1 That value (discount)/# of rights required for one share = value of one right Terms of how many rights required to purchase one additional share is detailed in terms of rights certificate
How is number of rights “ex rights” calculated?
Rights bought after ex date, stock price - subscription price = Number of rights required to purchase one share That value (discount)/# of rights = value of one right
What shares do underwriters purchase?
Underwriters purchase shares not purchased by the rights holders during a rights offering
What does limited liability mean?
Liability is limited to the amount of capital invested and no more
What does freely transferrable mean? What 2 things are freely transferrable? Who is this facilitated by?
Freely transferrable means you do not need issuers approval before selling stock (transfer of ownership). Common stock and most other securities. Facilitated by broker dealer
Where is the transfer of ownership normally executed?
Normally executed on secondary market (either by exchange or over-the-counter market)
How is ownership of common stock evidenced? On what and what 4 things does it include?
Stock certificate
- Name of issuing company
- Number of shares owned
- Name of owner of record
- CUSIP number
What is a transfer agent? What are their tasks (7)?
A transfer agent is responsible for transfering the record of ownership from one party to another. They can:
- Cancels own certificates registered to the seller
- Issues new certificates tot he buyer
- Locates lost or stolen certificates
- May authenticate a mutilated certificate
- Issues new certificates in the event of detruction
- Maintains and records a list of shareholders
- Ensures that shares are issued to the correct owner
What is the registrar?
Company responsible for auditing the transfer agent and makes sure they are not selling more shares than is authorized. The registrar and transfer agent need to be in separate departments in a company
What is a CUSIP number? Where is it located?
Committee on Uniform Securities Identification Procedures - personalized number for ownership, located on stock and bond certificate, also on trade confirmations.
What is residual claim to assets?
Common stockholders have the right to receive their proportional interest in residual assets (after all other security holders have been paid)
What is income (dividends), and how is dividend yield calculated?
Many corporations distribute a portion of their earnings in the form of dividends; Dividends are paid out to investors quarterly, dividend yield = yearly dividend/stock price. Dividends can be reduced or stopped.
What are risks of owning common stock? (3)
- Value can decline
- Dividends can be reduced or stopped
- Junior claim on corporate assets
2 Ways to become a stockholder
- By buying shares directly from the corporation when stock is offered to the public company
- By buying on the secondary market through exchange or over-the-counter market
What is the timing of stock buying (3 terms, explain them). What happens if you are in violation?
Trade date- the day you place the order, the market will execute the order usually right when the market opens.
Settlement date - This is the day the transfer of title takes place (T+3) for all regular-way transactions in common stock, preferred stock, corporate bonds, and municipal bonds, happens next day for government bonds
Payment date- This is the day buyer of security has to have money in the brokerage firm to pay for the purchase (T+5), if you don’t pay for the stock 5 days after you’ve placed the order you are in violation of Regulation T - broker dealer can “sell out” other securities to cover for this payment, they will also “freeze” you customer account for 90 days so that you need to deposit money upfront to buy stock; goes back to normal after 90 days.