Читать книгу Equity Markets, Valuation, and Analysis - H. Kent Baker - Страница 29

SINGLE-CLASS COMMON EQUITY

Оглавление

Equity represents the net value of a company's assets over its liabilities, which would be attributable to all company owners in the event of a liquidation. This net asset value can be further divided between the two primary forms of equity: common and preferred. Preferred equity has a more senior claim, relative to common equity, on the company's assets and receives priority when the company declares and pays dividends. However, this seniority typically results in limited or no voting rights for preferred shareholders. Conversely, common equity gives holders the right to vote on specific corporate issues, including the election of the board of directors, corporate objectives and policy, and acquisitions and divestitures. Shares of common equity represent fractional ownership interests of the company, entitling owners to the profits generated by the company remaining after making all contractual payments to senior capital providers. In the event of liquidation or dissolution, common equity holders only receive the remainder of funds, if any, after satisfying all other stakeholders with primacy on the company's assets. Although common stockholders elect the board of directors, the enfranchisement of common stock typically has little value, except in proxy contests for control because the board of directors makes most major corporate decisions or delegates them to company employees (Bainbridge 1991).

Although all forms of common stock share in a corporation's profits, common stock can be broadly categorized into two forms: single-class and dual-class. In a single-class equity structure, each share has an equivalent number of votes, conferring a manner of shareholder democracy as each share receives an equal degree of influence. To control a single-class company, one must amass a majority of shares, therefore tying economic performance with control. Voting rights and control represent the primary difference between single- and dual-class stocks. In the latter, shareholders can control companies while holding a disproportionate (typically small) economic interest in the company.

This section describes several different types of share structures. A cross-listing enables corporations to offer their shares on multiple exchanges, perhaps in different countries, while representing the same fundamental underlying ownership in the company. Depositary receipts and cross-listings share many characteristics, but the former represents an indirect ownership claim. Dual listings are a less frequent structure in which two companies merge operations but retain separately listed stocks in different countries. Finally, tracking stock is a special case of parent corporation stock whose value is linked to the financial performance of a subsidiary rather than the parent.

Equity Markets, Valuation, and Analysis

Подняться наверх