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SUMMARY AND CONCLUSIONS

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Common stock represents residual claims to a corporation's profits after meeting other stakeholders' claims. The majority of companies link economic interest in the company with control, enabling one share to carry one vote for issues requiring shareholder approval. Although common stock generally is more homogenous than corporate debt issuances, several mechanisms are available for corporations to differentiate one class of stock from another.

Besides ordinary common stock, this chapter discusses several forms of more complicated share listings. For single classes of stock, these include cross-listings, depositary receipts, dual-listed companies, and tracking stock. Cross-listed shares enable domestic companies to trade in foreign markets. Depositary receipts similarly achieve this goal via a financial intermediary, both with and without the company's sponsorship. Dual-listed companies are a special instance of common stock. Found mostly in Europe, these listings represent two independent companies whose businesses are merged while retaining separate legal identities. Each twin's respective management team agrees to equalize each twin to a predetermined ratio via complex agreements, but the market of dual-listed company stocks exhibits mispricings from theoretical parity. Tracking stock is a less popular, arcane form of common stock of a corporation whose value theoretically targets the financial performance of only a subunit of the corporation.

Finally, dual-class common equity structures are a prevalent form of stock in which different voting arrangements offer certain shareholders superior voting rights. A wedge separates a shareholder's control from that owner's capital at risk. Dual-class common stock can permit overall control of the corporation without a controlling stake in the economic value of the enterprise.

Equity Markets, Valuation, and Analysis

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