Ch 1 - Common Stock Flashcards
Equity
Ownership
ex: common stock
Security
Legal term for a financial investment.
Defined by characteristics:
*Investment of money
*Common enterprise (mult. investors in a venture)
*Expectation of profit
*Third-party effort
Examples of securities:
*Common stock
*Preferred stock
*Debt securities
*Mutual funds
*Exchange-traded funds (ETFs)
Negotiable vs Redeemable
btw-investors vs with issuers
@ market price vs @ NAV
commission vs sales charge
*Net Asset Value =
(asset - liability) / outstanding shares
Regular-way trades of common stock settle
one business day (T+1), unless performed on a cash settlement basis (finalizes same day, if performed by 2:30pm ET)
Rights of Common stockholders
1/ Right to pro-rata share of dividends
**Cash - paid quarterly
**Stock - pre- and post-div value of ownership=same)
**Products
2/Right to vote for Board of Directors
**Statutory - up to # shares of stock per position
**Cumulative - favors smaller holders
3/Right to inspect books and records
**10k = annual, audit
**10q = quarterly, unaudited
4/Right to maintain proportionate ownership
**Pre-emptive Rights
**Warrants
5/Right to vote for stock splits
**Fwd = inc share, lower value
6/Right to assets upon dissolution
**Unpaid wages
**Unpaid taxes
**Secured creditors
**Unsecured creditors
**Junior unsecured creditors
**Preferred stockholders
**Common stockholders
7/Right to transfer ownership
Shares of common stocks
*Authorized - amount of stock a company is permitted to sell to investors
*Issued - sold to investors
*Outstanding - Shares owned by investors
*Treasury - repurchased from investor/market by issuers
*Issued = outstanding + treasury
earnings per share (EPS)
company’s net income / outstanding shares
Securities are registered in _________ format
book-entry
Statutory V.S. Cumulative
voting structures
Beneficial for large V.S. small shareholders
ex:
own 100 stocks, 3 position BOD to vote
so 100x3 votes
S: apply up to 100 votes per open position
C: up to 300 votes in any manner
actions “+” outstanding shares & “-“ price/share
*forward stock splits
(stock splits require shareholder approval)
*stock divid
(does not)
dividends are decided by?
BOD
thus NOT requires shareholder approval/vote
Pre-emptive Rights
Rights value (ex-rights) formula(Used on or after ex-date)
*gives current stockholders the right to buy the new shares the company is issuing before they’re publicly offered.
*exercise price < lower than current market price (thus there is intrinsic value)
*The company automatically provides this value because they’re saving money by avoiding the services of an underwriter.
**Right to purchase new shares at a fixed price
**Intrinsic value exists at issuance
**Low time value at issuance
**Short-term (typically 60-90 days or less)
**Can be exercised, traded, or expire
**Stockholders receive one right for every share owned
**one RIGHT = one share owned
Rights value (cum-rights) formula (Used prior to ex-date)
=
Market price - subscription price
———————————————-
Rights needed per new share +1
Market price - subscription price
———————————————-
Rights needed per new share
Warrants
**Right to purchase new shares at a fixed price
**No intrinsic value at issuance
**High time value at issuance
**Long-term (typically 5 years or longer)
**Can be exercised, traded, or expire
**Usually as sweetener of another issued security
**if given many choices, chose the one most out of the money (most more expensive than current market price)
issuing = Dilutive action requiring stockholder approval
Forward stock splits result in
More shares outstanding
Lower price per share
Same overall value
Reverse stock splits result in
Fewer shares outstanding
Higher price per share
Same overall value
Stock dividend consequences
More shares outstanding
Lower price per share
Same overall value
NON DILUTIVE:
no shareholder approval
require BOD approval
Ex-date for any stock split
business day after stock split
American depositary receipts (ADRs)
US-registered receipts for foreign investments
Created by domestic financial firms with foreign branches
Trade in US dollars in US markets
Subject to currency exchange risk
No voting or pre-emptive rights
Foreign government tax withholding creates a US tax credit
SPONSORED ADRs created with foreign issuer’s participation, provide translated stmts, eligible to trade on X (Sometimes refer as A.D. shares)
UNSPONSORED ADRS without, trade OTC-only, no translated stmt
STRONG USD negatively effect ADR paying divid in foreign-currency
currency exchange risk (also known as foreign currency risk) applies when
The currency being exchanged out of = weakens
The currency being exchanged into = strengthens
Subsidiaries
Company owned by a larger company
Also known as a “child company”
Spin-offs
Larger company releases part of its business as its own company
Merger
Two or more companies merge together
Company 1 + company 2 = company 1
Consolidation
Two or more companies merge together as a new company
Company 1 + company 2 = company 3
Acquisition
Large company buys out a smaller company