Chapter 10 Terms Flashcards
(88 cards)
Privately-held shares
A privately-held corporation’s shares are not issued for sale to the general public.
Shares give partial ownership of a company.
Publicly-held shares
Issued for sale to the general public. Sometimes held on a stock market like the Toronto Stock Exchange or the new York Stock Exchange.
How is a corporation different from an individual?
- It is separately regulated by law,
- has an indefinite life,
- its owners have limited liability,
- it can usually acquire capital more easily than an individual.
Classes of shares
The types of shares that the company is allowed to offer as decided in the legal documents when the company was created.
Authorized shares
The quantity of shares that are allowed as stated in the legal documentation when the company is created.
Certificate of Incorporation
In the creation of a company, this is the legal document that outlines the classes of shares and the authorized number (quantity) of shares that have been decided upon.
How does voting for a Chief Executive Officer or President work in a corporation?
There are other names used for this title as well, but these are common.
A shareholder or group of shareholders who control more than 50% of the voting shares of a corporation are able to elect the board of directors and thus direct the affairs of the company. In a large public corporation with many shareholders, minority shareholders with similar ideas about how the company should be run sometimes delegate their votes to one person who will vote on their behalf by signing aproxystatement. This increases their relative voting power, as many other shareholders may not participate in shareholders’ meetings.
General regulations for incorporated companies
It must provide timely financial information to investors.
It must file required reports with the government.
It cannot distribute profits arbitrarily but must treat all shares of the same class alike.
It is subject to special taxes and fees.
How do you know a company has limited liability?
For the protection of creditors, the limited liability of a corporation must be disclosed in its name. The words “Limited,” “Incorporated,” or “Corporation” (or the abbreviations Ltd., Inc., or Corp.) are often used as the last word of the name of a company to indicate this corporate form. Corporations have limited liability by definition.
The rights and privileges usually attached to common shares
The right to participate in the management of the corporation by voting at shareholders’ meetings (this participation includes voting to elect a board of directors; each share normally corresponds to one vote).
The right to receive dividends when they are declared by the corporation’s board of directors.
The right to receive assets upon liquidation of the corporation.
The right to appoint auditors through the board of directors.
Vote, dividends, assets, auditors
pre-emptive right
right to maintain their proportionate interests in the corporation if additional shares are issued.
Can shareholders back out of a company?
Yes if the following occurs:
If the corporation intends to make fundamental changes in its business, these shareholders can often require the corporation to buy their shares at their fair value. In addition, shareholders can apply to the courts for an appropriate remedy if they believe their interests have been unfairly disregarded by the corporation.
Preferred shares
Preferred sharesis a class of share where the shareholders are entitled to receive dividends before common shareholders. These shares usually do not have voting privileges. Preferred shareholders typically assume less risk than common shareholders. In return, they receive only a limited amount of dividends. Issuing preferred shares allows a corporation to raise additional capital without requiring existing shareholders to give up control. Preferred shares are listed before common shares in the equity section of the balance sheet
Status of shares
EPS
The amount of net income earned in a year can be divided by the number of common shares outstanding to establish how much return has been earned for each outstanding share.
EPS =
Net income / Number of common shares outstanding
EPS is quoted in financial markets and is disclosed on the income statement of publicly-traded companies.
Earnings per common share
Notice that this does not include preferred shares.
Debt financing advantages
Advantage 1: Earnings per share
Advantage 2: Control of the corporation
Advantage 3: Income taxes expense
Debt financing Advantage 1: Earnings per share
This EPS is greater than the EPS earned through financing with either preferred shares or additional common shares. On this basis alone, the issue of debt is more financially attractive to existing common shareholders.
Debt financing Advantage 2: Control of the corporation
If additional common shares were issued, there might be a loss of corporate control by existing shareholders because ownership would be distributed over a larger number of shareholders, or concentrated in the hands of one or a few new owners.
Debt financing Advantage 3: Income taxes expense
Interest expense paid on debt is deductible from income for income tax purposes. Dividend payments are distributions of retained earnings, which is after-tax income. Thus, dividends are not deductible again for tax purposes.
Disadvantages of debt financing
The interest expense is a fixed amount. It must be paid to creditors at specified times, unlike dividends.
Another disadvantage is the fact that debt must be repaid at maturity, whether or not the corporation is financially able to do so. Shares do not have to be repaid.
Practice 10.1 page 8 activity
You couldn’t get the values to work in the first row but now you know how
stated value of a share
the amount for which it is issued
Also called nominal value
other name for stated value (shares)
nominal value
other name for stated value (shares)
nominal value