Beruflich Dokumente
Kultur Dokumente
Semi-Strong Form
Security prices
information.
reflect
all
publicly
available
Strong Form
Security prices reflect all informationpublic and
private.
7
Heads
$106.09
$103.00
Tails
$100.43
$100.00
Heads
Tails
$100.43
$97.50
Tails
$95.06
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11
12
13
(correlation = -.07)
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50
Cycles
disappear
once
identified
Last
Month
This
Month
Next
Month
15
Stock Price
Time
16
Overreaction to good
news with reversion
Delayed
response to
good news
Efficient market
response to good news
-30
-20
-10
+10
+20
+30
20
Efficient market
response to bad news
-30
-20
-10
Overreaction to bad
news with reversion
Delayed
response to
bad news
+10
+20
+30
-6
0.032
-4
-0.72
0
-0.244
-2 -0.483 0
-1
Efficient market
response to bad news
-2
-3
-3.619
-4
-5
-4.563-4.747-4.685-4.49
-4.898
-5.015
-5.183
-5.411
-6
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Insider Trading
Officers, directors, and major shareholders of a
firm are considered insiders who may have nonpublic important information. The SEC, the
Ontario Securities Commission (and its
counterparts in other provinces) prohibited the
trade of securities based on pieces of
information that have not yet become news.
To enforce regulation, the OSC and the SEC
require insiders to reveal any trading they might
do in their own companys share.
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29
31
Div
154.6
12,883
r g .092 .08
Div
154.6
8,589
r g .092 .074
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34
Year After
Offering
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Practice Questions: q8
Which statements contradicts EMH (specify type)
A. Tax-exempt municipal bonds offer lower pretax returns than
taxable government bonds.
B. Managers make superior returns on their purchases of their
companys stock.
C. There is a positive relation between the return on the market in
one quarter and the change in aggregate profits in the next
quarter.
D. There is disputed evidence that stocks which have appreciated
unusually in the recent past continue to do so in the future.
E. The stock of an acquired firm tends to appreciate in the period
before the merger announcement.
F. Stocks of companies with unexpectedly high earnings appear to
offer high returns for several months after the earning
announcement.
G. Very risky stock on average give higher returns than safe stocks.
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Common Stock
Preferred Stock
Corporate Long-Term Debt: The Basics
Patterns of Long-Term Financing
37
Retain earnings
Total shareholders equity
$ 10,000
100,000
$ 110,000
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Common stock
(10,000 shares outstanding)
Retain earnings
Total shareholders equity
$ 210,000
100,000
$ 310,000
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Shareholders Rights
The right to elect the directors of the corporation
by vote constitutes the most important control
device of shareholders.
Directors are elected each year at an annual
meeting by a vote of the holders of a majority of
shares who are present and entitled to vote.
The exact mechanism varies across
companies.
The important difference is whether shares are to
be voted cumulatively or voted straight.
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Proxy Voting
A proxy is the legal grant of authority by a shareholder to
someone else to vote his or her shares.
For convenience, the actual voting in large public
corporations is usually done by proxy.
If shareholders are not satisfied with management, an
outside group of shareholders can try to obtain as many
votes as possible via proxy.
Proxy battles are often led by large pension funds like
the Ontario Teachers Pension Board or the British
Columbia Investment Management Corporation.
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Dividends
Unless a dividend is declared by the board of directors of
a corporation, it is not a liability of the corporation.
A corporation cannot default on an undeclared
dividend.
The payment of dividends by the corporation is not a
business expense.
Therefore, they are not tax-deductible.
Dividends (of Canadian corporations) received by
individual shareholders are partially sheltered by a
dividend tax credit.
Canadian corporations do not pay taxes on dividends for
amounts they receive from Canadian corporations.
52
Classes of Shares
When more than one class of share exists, they are
usually created with unequal voting rights.
Many companies issue dual classes of common
stock. The reason has to do with control of the firm.
Firms going public with dual classes of shares in
Canada are often family controlled.
Lease, McConnell, and Mikkelson found the market
prices of U.S. stocks with superior voting rights to
be about 5-percent higher than the prices of
otherwise-identical stocks with inferior voting rights.
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55
Is It Debt or Equity?
Some securities blur the line between debt and
equity.
Corporations are very adept at creating hybrid
securities that look like equity but are called debt.
Obviously, the distinction is important for tax
purposes.
A corporation that succeeds in creating a debt
security that is really equity obtains the tax
benefits of debt while eliminating its bankruptcy
costs.
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60
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62
Capital
spending
Internal cash
flow (retained
earnings plus
depreciation)
68.3%
Net
working
capital plus
other uses
Internal
cash flow
Financial
deficit
Long-term
debt and
equity 31.7%
External
cash flow
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Chapter 15
How Corporations Issue Securities
Issuing securities involves the corporation
in a number of decisions.
This chapter looks at how corporations
issue securities to the investing public.
The basic procedure for selling debt and
equity securities are essentially the same.
This chapter focuses on equity.
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Topics Covered
Venture Capital
The Initial Public Offering
Other New-Issue Procedures
Security Sales by Public Companies
Rights Issue
Private Placements and Public Issues
66
Venture Capital
Stages of Financing
1.
2.
3.
4.
5.
6.
Seed-Money Stage:
Small amount of money to prove a concept or develop a product.
Start-Up
Funds are likely to pay for marketing and product refinement.
First-Round Financing
Additional money to begin sales and manufacturing.
Second-Round Financing
Funds earmarked for working capital for a firm that is currently
selling its product but still losing money.
Third-Round Financing
Financing for a firm that is at least breaking even and
contemplating expansion; a.k.a. mezzanine financing.
Fourth-Round Financing
Financing for a firm that is likely to go public within six months;
a.k.a. bridge financing.
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Initial Offering
Initial Public Offering (IPO) - First offering of
stock to the general public.
Underwriter - Firm that buys an issue of securities
from a company and resells it to the public.
Offering price The price of a share at IPO.
Spread - Difference between public offer price and
price paid by underwriter.
Prospectus - Formal summary that provides
information on an issue of securities.
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Time
1. Pre-underwriting conferences
Several months
2. Registration statements
20-day waiting period
3. Pricing the issue
Usually on the 20th day
4. Public offering and sale
After the 20th day
5. Market stabilization
30 days after offering
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Initial Offering US
Average Expenses on 1767 IPOs from 1990-1994
Value of Issues
Direct Avg First Day
Total
($mil)
Costs (%)
Return (%) Costs (%)
2 - 9.99
16.96
16.36
25. 16
10 - 19.99
11.63
9.65
18. 15
20 - 39.99
9.7
12.48
18. 18
40 - 59.99
8.72
13.65
17. 95
60 - 79.99
8.2
11.31
16. 35
80 - 99.99
7.91
8.91
14. 14
100 - 199.99
7.06
7.16
12. 78
200 - 499.99
6.53
5.70
11. 10
500 and up
5.72
7.53
10. 36
All Issues
11.00
12.05
18. 69
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Private Placements
Avoid the costly procedures associated with the
registration requirements that are a part of public
issues.
The OSC and SEC restrict private placement
issues of no more than a couple of dozen
knowledgeable investors including institutions
such as insurance companies and pension
funds.
The biggest drawback is that the securities
cannot be easily resold.
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Rights
An issue of common stock offered to existing
shareholders is called a rights offering.
Prior to the 1980 Bank Act, chartered banks were
required to raise equity exclusively through rights
offerings.
If a preemptive right is contained in the firms articles
of incorporation, the firm must offer any new issue of
common stock first to existing shareholders.
This allows shareholders to maintain their percentage
ownership if they so desire.
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1.
2.
3.
4.
5.
6.
Time Line
Ex Right Date
P=$20
P=$16.67
P=$16.67
P=$16.67
N=1m
N=1m
N=1m
N=1.5m
Rights
announcement
Right Expiration
Date
R=$3.33
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Self Practice
Yoma Inc. is attempting to raise $5,000,000 in new
equity with a rights offering. The subscription price will be
$40 per share. The stock currently sells for $50 per
share and there are 250,000 shares outstanding.
a. How many new shares will Yoma issue?
b. How many rights will be required to buy one share?
c. At what price will the stock sell when it goes exrights if
the total value of all stock increases by the amount of the
new funds?
d. What is the theoretical value of 1 right?
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