Volume 2 - Corporate Issuers Flashcards
Organizational Forms, Corporate
Issuer Features, and Ownership
- compare the organizational forms of businesses
- describe key features of corporate issuers
- compare publicly and privately owned corporate issuers
Sole trader / Proprietorship : No separate legal identity.
Owner operated and has unlimited liability
Financed by Partners (so the growth depends on them) and tax as personnal income (pass-trought)
General Partnership: No separate legal identity. Partners operated and they have unlimited liability
Financed by Partners (so the growth depends on them) and tax as personnal income (pass-trought)
Limited Partnership: No separate legal identity
General Partner Operated (GP) GP has unlimited liability.
However, the LP’s have limited liabilty
Financed by Partners (so the growth depends on them) and tax as personnal income (pass-trought)
Limited liability company (Private company) : Separate legal entity
Board management operated
Owners (shareholders) have limited liability
Profits taxed as personnal income (pass-trought)
Unbounded acces to capital, unlimited business potential but, there may be legal limits on number of owners (require a vote for transfer of ownership)
Public Limited Company (Corporation): Separate legal entity
Board management operated
Owners (shareholders) have limited liability
Profits taxed at corporate level (dividends taxed as personnal income)
No restrictions on ownership / transfer
They can be privately owned or publicly owned
Act in the best interest of ShareHolders and, indirectly, all StakeHolders
Economic balance sheet : Adds other intangible / hard to quantify assets & liabilities ( Humain capital, customer relationship, etc)
Economic Income Statement: Return in Excess of owners required return on equity (Economic profit = Required Return on Equity - Return on Equity)
Financial balance and income statement: Assets, liabilities, equity, income after duties… etc
Shareholders may suffer double taxation: Coporate tax on profits + personnal tax on dividends.
Some jurisdictions offer relief:
- Personal Tax Credit on dividend income
- Low / zero corporate tax rates on earnings paid out as dividends
Double taxation to the extent that they tax shareholders on the dividend income they have received from a company’s after-tax profits.
Public (listed) company: shares listed on a stock exchange
- Liquidity –> Secondary Market for shares
- Prices Transparency (Value = Market cap = Shares * Price)
- Extensive Disclosure and reporting requiremenrs (Regulations, Disclosures, etc)
Private (unlisted) company:
- No ready market for shares, sale requires buyer, company agree
- No price transparency (Valuation required a model)
- Fewer disclosure and reporting requirements
How Shares are issued:
Private companies Going Public:
Private Placements : Accredited investors risk/ terms outlined in private placement memorandom
- Iinitial Public Offering (IPO): Company raises capital from public
- Direct listing : No new shares (no capital raised)
- SPAC (Special Purpose Acquisition Company) : Shell company raises capital via IPO then make an acquisition
- Via acquisition (By a larger company)
- Secondary Offerings (Secondaries: Company raises capital from public (Another round of raising capital) !! Not the same as secondary market (Issued shares already trade between participants)
Public Going Private:
All shares are acquired and then delisted
The three main types of organizations in a market economy are government entities, non-for-profit non-governmental organizations (non-profits), and for-profit businesses, also known as companies.
The key areas of focus when comparing different organizational forms of businesses are:
Legal identity: The legal relationship between the business and its owner(s)
Operational control: The relationship between the owner(s) and the managers who operate the business
Business liability: The liability exposure of individual owners with respect to activities undertaken by the business
Taxation: The treatment of business profits/losses for tax purposes
External financing: The ability to raise debt and new equity to fund operations
In a partnership: Partners are personally responsible for covering any of the firm’s liabilities, including any portion that other partners are unable to pay.
Limited Liability Partnerships
Many countries with common law traditions, such as Canada, India, and the United Kingdom, allow some businesses to operate as limited liability partnerships (LLPs) with only limited partners and no general partner. All partners are have limited liability and managerial responsibilities. In practice, partners agree to appoint one or more managing partners to perform the operational role that would be filled by a GP in a limited partnership structure.
Like sole proprietorships, all forms of partnerships are pass-through businesses meaning that the entity itself is not taxed but profits (or losses) are treated as the partners’ personal income for tax purposes. All net income generated by the firm is deemed to be passed through and taxed, regardless of whether it is has been distributed or retained and reinvested by the partnership.
Limited Companies
A limited company is like a limited partnership in the sense that the ownership and management role are separated. However, under this type of structure, the business is owned by shareholders (not partners), who all enjoy the protection of limited liability. Shareholders elect representatives to serve on the company’s board of directors, which is responsible for appointing professional managers to senior executive roles such as CEO and CFO. Shares in a limited company are more easily transferrable than partnership interests.
Private Limited Companies
A private limited company, or limited liability company (LLC), is a pass-through business that does not pay tax on the income that it generates. Instead, the firm’s profits are taxed as the personal incomes of its individual owners (i.e., shareholders). LLCs are subject to legal restrictions on the number of owners and votes are required to approve transfer ownership interests, which limits the company’s ability to grow.
Public Limited Companies
Unlike private limited companies, public limited companies (better known as corporations) face no limitations on the number of owners they can have and their shareholders are free to transfer their ownership interest as they wish (more acces to capital) .
The major disadvantage of this organizational form is that a public limited company’s income is taxed twice — once at the corporate level, and again at the individual owner level for any profits that are distributed to shareholders. This second level of taxation can be avoided to the extent that profits are retained by the corporation and reinvested to expand its operations.
Public limited companies or corporations are described as corporate issuers because the external financing that they require to grow their operations is obtained by issuing debt and equity securities in capital markets.
Recall that, in a limited partnership structure, the general partner has risk unlimited exposure. However, it is possible to designate a publicly traded limited liability corporation as an LLP’s general partner. This arrangement is popular because it allows the fund to raise capital from investors while limiting their liability. While the corporation has unlimited liability in its capacity as general partner, it cannot lose more than the value of its investment. An additional benefit is that, by owning a significant (although not necessarily a majority) stake in the GP, a company’s founders can effectively control a partnership while limiting their liability.
Unlike partners in a partnership structure, corporate investors are rarely experts in the operations of the companies that they own. Potential capital providers for corporate equity issuers include individuals, institutions, family offices, governments, and other corporations.
free float: shares that are actively traded on a public exchange.
Trading private company shares is significantly more challenging because investors must seek out counterparties directly and they do not benefit from price transparency.
Companies issue a private placement memorandum (PPM), which is a legal document that specifies the terms of the offering. Private placements are not registered with any regulatory authority and therefore may only be marketed to accredited investors. These are individuals and institutions with the resources and sophistication to accept the increased risk that comes with investing in opportunities that are subject to less regulatory oversight and lower disclosure requirements.
The US Securities and Exchange Commission (SEC) requires public firms to file information in its publicly accessible EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system on a regular schedule. Similar reporting requirements exist for companies that are listed in the European Union.
Private companies are subject to certain reporting requirements, but these disclosures are not made available to the general public. These companies may make selective disclosures to potential investors and lenders in order to reduce their cost of accessing new sources of capital.
Direct listing (DL): A DL is executed without the services of an underwriter because no new capital is raised. Rather, the company’s shares become listed on an exchange, where they can be sold by existing shareholders. This is a faster, less costly alternative to an IPO
Acquisition: A private company that is acquired by a larger competitor can become part of a combined entity that is publicly traded. Alternatively, a special purpose acquisition company (SPAC) can be created for the specific purpose of acquiring a private company to take it public. SPACs are created by raising funds in an IPO with the intention of finding an acquisition target. The proceeds of the IPO must be placed in a trust account and the SPAC has a finite time period (e.g., 18 months) to complete the acquisition of a private company or return the funds to investors.
Just as young companies “go public” through IPOs, it is not uncommon for an established public company to be taken private through “go-private” transactions, such as a leveraged buyout (LBO) led by outside investors.
Governments often invest in companies in strategically important industries (e.g., natural resources, power generation) to pursue their national interests. A government may sell some of its shares over time as ownership is transferred to the private sector. It is also common for non-profit entities to be long-term investors. In some cases, a foundation will own the majority of the shares issued by its founding company. Such an arrangement prevents the company from being acquired by a competitor.
Investors and Other Stakeholders
- compare the organizational forms of businesses
- describe key features of corporate issuers
- compare publicly and privately owned corporate issuers
Debtholders (Lenders) :
- Provide capital with a finite maturity
- Issuers obligated to make interest and principal payments on set dates
- Debtholders have no decisioin-making power within the Corp.
-Interest is paid before distributions to equity / investors
(Priority claim)
Lower Risk for investor, Cheaper for issuer and also tax deductible
DEBT INCREASES RISK for Equity Investors
Equity Investors:
-Provide permanent Capital
-Issuers do not commit to future dividends or repayments
-Equity holders have VOTING RiIGHTS for key decisions
-Cash distribution are at the DISCRETION of the board
-Equity investos own what is left after all payments are made (Residual claim)
Higher Risk for investor, Costlier for issuer
Financial leverage by using debt (Debt financing) can give a higher ROE but also higher RISK
The firm has one set of CF that will be split between capital providers with differing risk and return profile. –> Potential conflict
Shareholders - Maxime the residual cash flows : unlimited upside
Bondholders - Maximize likelihood of timely payments : limited upside
Stakeholders depend on the company and the company depends on them. (Any party with a vested interest in the company)
Stakeholders may compromise or enhance a company’s ability to maximize shareholder value
Shareholder theory of governance:
- Stakeholders only considered to the extent that they affect shareholder value
- Corporate governance should consider all stakeholders interests
-ESG should be an explicit objective of the board
Stakeholders are divided in 2 groups
Private Debtholders :
-Often hold debt to maturity
-Direct acces to management and non-public info
-Critical lenders may have influence
-Wide variation in risk appetite
May engage in distressed investing
Public debtholder (bondholders):
-Tradeable securities
-Reliance on public info and financial statements
-Little to no influence (may have if restructuring debt)
Primary stakeholders groups:
1- Managers
2-Employees
3-Customers
4-Suppliers
5-Gouv
Why is ESG growing in importance ?
Due to:
1- Financial impact of ESG factors has risen Ex: Disasters
2- Interest in E, S has grown (Particularly amongst the young)
3-Increased ESG regulation
Analyst should consider ESG by using sensitivity / Scenario analysis (What if)
Make assumptions concerning plausibles scenarios related to ESG and their consequences on the firm.
Because equity securities do not mature and companies are under no obligation to return any principal of an equity owner’s investment, equity is a more permanent source of capital compared to debt, which must be rolled over as it matures. Equity ownership confers voting rights, which can be used to elect directors and vote on important matters at annual shareholder meetings.
Distributions made to shareholders must come from funds that remain after obligations to lenders have been met. Because of their higher priority, lenders are typically willing to provide capital at a lower cost compared to equity investors. The risk of providing debt capital is also reduced by the stream of contractually obligated cash flows that are received.
In practice, when a company does file for bankruptcy protection, bondholders are often willing to accept renegotiated terms that include equity ownership in a reorganized firm that emerges from the process. Existing shareholders may find that their positions have been effectively wiped out by the resulting dilution of the company’s equity.
Risk/Return:
Upside potential: Unlimited for equity, limited to contractual payments for debt
Maximum loss: Both debtholders and equity owners cannot lose more than the value of their investment
Investment risk: Higher for equity compared to debt, which has a higher priority claim
Investment interest: Lenders seek only timely repayment, while equity investors want to maximize the value of net assets
The differences in the nature of debt and equity create a potential conflict of interest. Specifically, bondholders have an interest in stable operations that generate steady cash flows. Unlike equity owners, lenders do not benefit from any excess returns. By contrast, equity owners are positioned to benefit from the company taking risks that are expected to be rewarded.
To protect their interests, lenders typically require covenants that either require the company to take certain actions or prohibit it from taking others. If a company takes on more leverage, lenders will increase the cost of debt to appropriately reflect the new level of financial risk.
According to the shareholder theory of governance, a company’s primary obligation is to maximize shareholder value. Relationships with any other groups are only considered to the extent that they impact a company’s ability to pursue this objective.
According to stakeholder theory, shareholders are just one of the stakeholder groups that should be considered.
Some private lenders are willing to provide equity capital as well, which gives them more of a growth focus. They may be willing to convert their loans into equity positions if the company defaults on its obligations. Others are more conservative, placing more emphasis on the valuations of assets that have been pledged as collateral.
Board of Directors: While the optimal board composition will vary depending on an individual company’s circumstances, best practices dictate that at least one-third of directors should be independent (i.e., without a material relationship with respect to ownership, employment, or remuneration). Some countries have adopted corporate governance codes with standards and requirements designed to achieve greater diversity of backgrounds, experience, and expertise on corporate boards.
A one-tier board structure, which is commonly used in the US and UK, has a single board of directors, composed of both executive (internal) and non-executive (external) members. In Continental Europe, it is more common for companies to use a two-tier board structure with a supervisory board that oversees a management board made up of internal directors.
Environmental Factors: Climate change and carbon emissions, air/water pollution, biodiversity, deforestation, energy efficiency, waste management, water scarcity
Social Factors: Customer satisfaction, product responsibility, data security/privacy, diversity, occupational health and safety, treatment of employees, community relations, charitable activities, human rights, labor standards
Governance Factors: Board independence/diversity, audit committee structure, bribery/corruption, executive compensation, shareholder rights, lobbying/political contributions, whistleblower schemes
Corporate Governance: Conflicts,
Mechanisms, Risks, and Benefits
- describe the principal-agent relationship and conflicts that may arise
between stakeholder groups
-describe corporate governance and mechanisms to manage
stakeholder relationships and mitigate associated risks
-describe potential risks of poor corporate governance and stakeholder management and benefits of effective corporate
governance and stakeholder management
Principal-agent : One party hires another to perform a task or service, can be present with or without a contract
Conflicts arise when interest diverge –> Agency costs
The agent :
- Is expected to act in the principal’s best interest
- Posses more info than the principal (asymetry)
Agency Costs can be :
- Direct : ex. Monitoring
- Indirect : ex. Foregone Profits
As information asymetry increases, return demanded by shareholders and lenders, increases
Shareholder v Directors Management:
- Information Asymetry
-Principal tool to align interest : Compensation
-Interest may still diverge due to:
Insufficient effort, Inappropirate risk appetite, Empire Building (Compensation based on size –> Too many acquisitions), Entrenchment (Play it safe) & Self dealing (Exploit firm’s ressources ex. Private Jet)
Controlling v Minority Shareholders:
-Dipsered ownership: Many shareholder, none with control
-Concentraded ownership: Individual shareholder or group who can control
Possible Conflicts:
1- CS want to seek diversification and MS already hold a portfolio and focus on max. Value
2- CS want long term investment and MS are seeking quick gains
Coporate Reporting and Transparency: External stakeholders rely on corporate reporting for information on performance and position
Shareholders Mechanism to manage the relationship:
Shareholder meetings:
- Annual general meeting (AGM): Discuss board elections, auditor, etc
- Extrardinary general meetings (EGM): Called when resoltuions requiring shareholder approval or if a minimum number (%) of shareholders request.
- Shareholder activism: Investor strategies to compel a company to act in a desired manner
- Shareholder litigation: Activists may pursue “shareholder derivative lawsuits”
-Corporate Takeovers: Proxy contest / Fights (Tender offers or Hostile takeover)
Anti-Takeover Measures: Preservation of employement should incentivize board to max s/h wealth :
Staggered board elections
Poison Pill : s/h rights plan. One s/h pruchasing a given % of shares triggers right to buy more shares at a discount
Creditor Mechanism to manage the relationship:
- Bond indenture : Describes the structure of the bond, the obligations of the company, the rights of the bondholders ( Require certain actions, prohibit certains actions and require cassets to be pledged)
- Creditor Commities : Established when a company files for bankruptcy (in some countries)
Board mechanism:
- Audit commitee
-Nominating / Governance Commitee
- Compensation Commitee
Employee mechanism:
-Labor Laws
-Unions
-Employee stock ownership plans
Customer and supplier mechanism:
- Contracts
-Social media