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1
CHARACTERISTICS
OF
COMMON STOCKS
2
THE CORPORATE FORM
• FEATURES OF THE CORPORATE FORM– common stock with limited liability– charter issued to begin – stock certificates
• ownership claim• transfer agent conducts title change• registrar issues certificates
3
THE CORPORATE FORM
• FEATURES OF THE CORPORATE FORM– voting
• cumulative voting system does not give majority owner control
• majority voting system: straight voting and allows majority owner control
4
THE CORPORATE FORM
• FEATURES OF THE CORPORATE FORM– takeovers
• usually done with a tender offer by a bidder to a target firm
• bidder usually offers to buy at a stated price some or all of the shares held by current stockholders
• WHITE KNIGHT is a firm making a better offer• GREENMAIL is an attempt to buy share held by
bidder at above-market price
5
THE CORPORATE FORM
• FEATURES OF THE CORPORATE FORM– ownership v. control
• know as principal-agent problem
• stockholder motive is to maximize wealth
• agent may make decisions for other reasons
• a solution:– give management stock options giving incentive to
maximize their own wealth as well as stockholders
6
COMPONENTS OF STOCKHOLDERS’ EQUITY
• Par Value• the value authorized by the charter for initial capital
stock
7
COMPONENTS OF STOCKHOLDERS’ EQUITY
• Book Value Formula: Cumulative retained earnings
+Capital Contributed in
excess of par
+Common stock
BOOK VALUE OF THE EQUITY
8
COMPONENTS OF STOCKHOLDERS’ EQUITY
• Reserved and Treasury Stock• some corporations repurchase some of the stock
outstanding
• this becomes known as treasury stock
9
CASH DIVIDENDS
• DEFINITION: the portion of profits paid in cash to the stockholders– Process of Payment
• declaration date
• date of record
• ex-dividend date
• payment date
10
STOCK DIVIDENDS AND SPLITS
• STOCK DIVIDENDS AND SPLITS– Stock Dividend
• issued in place of a cash payment
• a 5% stock dividend results in
example: 5% of 100 shares = 5 shares
11
STOCK DIVIDENDS AND SPLITS
• Stock Split• new shares issued after the split
example: a 2 for 1 split (par=$1)
a 200 share holder receives 400 new shares
at $.50 par
• thus, there is no dilution of the shareholder’s equity position
12
STOCK DIVIDENDS AND SPLITS
• EX-DISTRIBUTION DATES– similar to ex-dividend date– 2 business days before the date of record
13
STOCK DIVIDENDS AND SPLITS
• REASONS FOR STOCK DIVIDEND AND SPLITS– some believe splits signal the stock is
undervalued in the market– splits will bring market price to a more
desirable (usually lower) range – following a split, research shows investors
receive a positive abnormal return
14
STOCK DIVIDENDS AND SPLITS
• PREEMPTIVE RIGHTS– a legal right interpreted differently depending
upon the country– in the U.S. the stockholders have an inherent
legal right to maintain the proportion of ownership they may control
– when new shares are issued• current owners must be given first right of refusal
15
COMMON STOCK BETAS
• Role of Beta• DEFINITION: it is a measure of a stock’s
sensitivity to future market movements
16
COMMON STOCK BETAS
• Calculation using linear regression the model equation is specified
ri = rIi where ri is the return of stock i
is the average return of stock i
is the stock i’s beta
rIis the return on the index
i is the error term
17
COMMON STOCK BETAS
• the standard error of beta indicates the extent of standard deviation of the estimates
18
COMMON STOCK BETAS
• correlation coefficient indicates how closely the stock’s returns were explained by the index returns
19
COMMON STOCK BETAS
• coefficient of determination represents the proportion of variance in the stock’s return to variance in the index’s returns
20
COMMON STOCK BETAS
• 1-the coefficient of determination represents the amount of the stock’s variance that cannot be explained by variances in the index returns
• i.e. nonsystematic risk