Stock Markets

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Chapter 8
1
Dr. Lakshmi Kalyanaraman
description of equity or stock securities and
the markets in which they trade.
description of the different types of corporate
stock.
how they are sold to the public and then
traded; first in primary markets and then in
secondary markets.
the major stock market indexes.
Form of markets.
Dr. Lakshmi Kalyanaraman
2
Allows suppliers of funds (investors) to
efficiently and cheaply transfer funds to users of
funds (corporations and government) in
exchange for financial claims
3
Dr. Lakshmi Kalyanaraman
Common stock and preferred stock
All public corporations offer common stock but
many do not offer preferred stock
Both offer two part rate of return
Capital gains 
if the stock appreciates in price
over time
Periodic 
dividend
 payments
Dr. Lakshmi Kalyanaraman
4
Dr. Lakshmi Kalyanaraman
5
P
t
 
= stock price at time 
t
D
t
 = dividends paid over time 
t – 
1 to 
t
(
P
t
 – P
t – 
1
) / 
P
t – 
1
 = capital gain over time 
t – 
1 to
t
D
t 
/ 
P
t – 
1 
= return from dividends paid over time
t – 
1 to 
t
Suppose you owned a stock over the last year.
You originally bought the stock for $40 and just
sold it for $45.  The stock also paid an annual
dividend of $4 on the last day of the year. What
is your return on this investment?
Capital gains = ($45-$40)/40 = 12.5%
Dividend income = 4/40 = 10%
Return = 12.5% + 10% = 22.5%
Dr. Lakshmi Kalyanaraman
6
Fundamental ownership claim in a public or
private corporation
Characteristics
1. Discretionary dividend payments
2. Residual claim status
3. Limited liability
4. Voting rights
Dr. Lakshmi Kalyanaraman
7
Unlimited
 if firm highly profitable
No guaranteed 
dividend rights even if firm
profitable, growing firms
Corporation 
does not default 
if dividends are
missed and common stock holders have 
no
legal recourse (not like interest payment on
debt)
Profitable firm may 
reinvest profits
Payment and size decided by Board of
directors 
elected by shareholders
Taxed twice 
– firm level and personal level
Dr. Lakshmi Kalyanaraman
8
Affects both components of return
Dividend, Dt/Pt-1, decreases
Capital gains , (Pt – Pt-1)/Pt-1, increases
What is the impact of non-payment of
dividends on stock returns?
Dr. Lakshmi Kalyanaraman
9
Investors can partially avoid this double taxation
effect by holding stocks in growth firms that
reinvest most of their earnings to finance growth
rather than paying larger dividends.
earnings growth leads to stock price increases. And
stockholders can sell their stock for a profit and pay
capital gains taxes 
rather than 
ordinary income
taxes 
on dividend income.
Under current tax laws, 
capital gains tax rates
are lower than ordinary income tax rat
es.
The capital gains tax rate depends on several
things, including the holding period of the
investment, the investor’s income level, and any
tax-code changes made during the holding period.
Dr. Lakshmi Kalyanaraman
10
A corporation has after- (corporate) tax earnings
that would allow a $2 dividend per share to be
paid to its stockholders. If these dividends are
paid, the firm will be unable to invest in new
projects, and its stock price, currently $50 per
share, probably would not change. The return to
the firm’s stockholders in this case is:
Capital gains = ($50-$50)/50 = 0%
Dividend income = 2/50 = 4%
Return = 0%+ 4% = 4%
Dr. Lakshmi Kalyanaraman
11
 
Suppose a stockholder bought the stock at the
beginning of the year (at $50) and sold it at the
end of the year (at $50). The stockholder’s
ordinary income tax rate is 30 percent and the
capital gains tax rate is 20 percent.) The return
to the stockholder in this case is all in the form of
ordinary income (dividends). Thus, the after-tax
rate of return to the stockholder is:
4%(1-0.30) = 2.8%
Dr. Lakshmi Kalyanaraman
12
 
Alternatively, rather than pay dividends, the firm can
use the earnings to invest in new projects that will
increase the overall value of the firm such that the
stock price will rise to $52 per share. The return to
the firm’s stockholders in this case is:
Capital gains = ($52-$50)/50 = 4%
Dividend income = 0/50 = 0%
Return = 4%+ 0% = 4%
the return to the stockholder is all in the form of
capital gains and is taxed at 20%.
after-tax rate of return to the stockholder is
                          4% (1 - 􏰀0.20) =􏰁 3.2%.
Dr. Lakshmi Kalyanaraman
13
 
In the event of bankruptcy, they have 
residual
claim:
 
In the event of liquidation, common
stockholders have the lowest priority in terms of
any cash distribution. After all senior claims are
paid:
Creditors such as employees
Bondholders
Government for taxes
Preferred stockholders
Common stockholders
Hence, 
common stock is riskier than bonds
Dr. Lakshmi Kalyanaraman
14
limited liability 
No matter what financial difficulties the issuing
corporation encounters, neither it nor its creditors can
seek repayment from the firm’s common stockholders.
This implies that common stockholders’ losses are
limited to the original amount of their investment.
Losses limited to original investment 
if firm’s assets
fall less than debt in case of corporation
Unlike sole proprietorship and partnership ownership
interests – 
Unlimited liability
Shareholders’ wealth outside ownership claims
unaffected
Dr. Lakshmi Kalyanaraman
15
No control over firm’s daily activities –
overseen by managers in the interest of
stockholders and bond holders
Common stockholders control the firm’s
activities indirectly by exercising their 
voting
rights
 in the election of the board of directors
Normally 
one vote per share 
of common
stock.
Dr. Lakshmi Kalyanaraman
16
Have two classes of common shares outstanding, with
different voting rights assigned to each class.
One class has limited number of votes 
per share
than the other
For example, class A may have one-tenth vote per
share while class B one vote per share
Or Class A may elect 20% of board and class B 80%
Dr. Lakshmi Kalyanaraman
17
In straight voting, election for one director at a time
In cumulative voting, all directors up for election
voted at the same time
Number of votes = Number of shares held × Number
of directors to be elected
A shareholder may assign all votes to a single
candidate or may spread over more than one
Candidates with highest total votes get elected
Dr. Lakshmi Kalyanaraman
18
By shareholders not attending the meeting
Proxy returned to the issuing firm allows
shareholders to vote by absentee ballot or
authorize a representative to vote on their
behalf
Dr. Lakshmi Kalyanaraman
19
Hybrid
 between bond and common stock
Like common stock represents ownership right
Like bond carries a fixed periodic (dividend)
payment
Senior to common stock 
but 
junior to bonds
preferred stockholders are paid only when profits
have been generated and all debt holders have been
paid (but before common stockholders are paid)
In case of insufficient profits and missing dividends,
no bankruptcy can be forced
Dr. Lakshmi Kalyanaraman
20
Generally 
does not have voting rights
unless dividend payments are missed
Dividends only in case of profits
Cumulative vs. noncumulative
Cumulative
 – missed dividends go into
arrears and must be paid before any common
stock dividends
Noncumulative
 – missed dividends do not go
into arrears and never paid
Dr. Lakshmi Kalyanaraman
21
Nonparticipating 
– dividend fixed regardless
of profits
Participating 
– dividends more in
exceptionally profitable years
Dr. Lakshmi Kalyanaraman
22
Corporations find preferred stock beneficial as a
source of funds because, unlike coupon interest
on a bond issue, dividends on preferred stock
can be missed without fear of bankruptcy
proceedings.
Dr. Lakshmi Kalyanaraman
23
if a preferred dividend payment is missed, new
investors may be reluctant to make investments
in the firm. Thus, firms are generally unable to
raise any new capital until all missed dividend
payments are paid on preferred stock
Dr. Lakshmi Kalyanaraman
24
Markets in which 
corporations
 raise funds
through new issues of securities – both
ownership and debt securities
Government 
raises funds through issue of 
debt
securities
Dr. Lakshmi Kalyanaraman
25
Corporations raise funds through new issues of
securities
Before common stock can be, shares must be
authorized by a majority vote of both the board of
directors and the firm’s existing common
stockholders
Most of the time through 
investment banks
Investment banks act as distribution agents in
best efforts underwriting
Underwriter does not guarantee a price to the
issuer
Acts as a distribution agent for a fee
Risk of sale on corporation
Dr. Lakshmi Kalyanaraman
26
Investment banks act as principals in 
firm
commitment underwriting
Guarantees a price to the corporation 
for
the newly issued securities
Underwriter buys the whole stock from the
issuer for a guaranteed price called 
net
proceeds
Resells them to investors at 
a higher price
called the 
gross proceeds
Dr. Lakshmi Kalyanaraman
27
Underwriter’s spread = Gross proceeds – Net
proceeds
Underwriter’s compensation for risk and expenses
is underwriter’s spread
Gross proceeds – price at which the investment bank
sells the stock to investors
Net proceeds – guaranteed price at which the
investment bank purchases the stock from the issuer
Dr. Lakshmi Kalyanaraman
28
A 
syndicate
 is a group of investment banks working in
concert to issue stock;
Originating house - the lead underwriter who negotiates
with the issuing company on behalf of the syndicate
Shares of stock issued through a syndicate of
invest- ment banks spreads the risk associated with
the sale of the stock among several investment
banks. 
A syndicate also results in a larger pool of potential
outside investors, increasing the probability of a
successful sale and widening the scope of the
investor base
Dr. Lakshmi Kalyanaraman
29
An 
initial public offering (IPO) 
is the first
public issue of financial instruments by a firm
A 
seasoned offering 
is the sale of additional
securities by a firm whose securities are
already traded in secondary markets
preemptive rights 
give existing stockholders right
in which new shares must be offered to them and
give them ability to maintain their proportional
ownership
Dr. Lakshmi Kalyanaraman
30
This means that before a seasoned offering of
stock can be sold to outsiders, the new shares
must first be offered to existing shareholders
in such a way that they can maintain their
proportional ownership in the corporation
A “rights offering” generally allows existing
stockholders to purchase shares at a price
slightly below the market price
Dr. Lakshmi Kalyanaraman
31
 
Public sale 
– stock issue offered to general
investing public
Private placement 
– stock sold to a limited
number of large investors
Dr. Lakshmi Kalyanaraman
32
A 
red herring prospectus
 is a preliminary
version of the prospectus that describes a new
security issue
Shelf registration
 allows firms to offer
multiple issues of stock over a two-year period
with only one registration statement
Dr. Lakshmi Kalyanaraman
33
Stocks once issued are traded
Bought and sold by investors
Securities brokers 
– intermediaries
The U.S. has three major stock markets
the 
New York Stock Exchange Euro next
(NYSE Euro next)
the 
National Association of Securities Dealers
Automated Quotation (NASDAQ)
the 
American Stock Exchange (AMEX)
Dr. Lakshmi Kalyanaraman
34
Market order
Is when an investor makes a market order
through a broker to buy or sell an investment
immediately at the best available current price.
Market order is the default option and is likely
to be executed because it does not contain
restrictions on the price or the time frame in
which the order can be executed.
It provides immediate liquidity.
Limit order
 
– to transact at a specified price
Left with a specialist to be executed
Dr. Lakshmi Kalyanaraman
35
the 
current 
market price of a stock equals the present value of
its expected future dividends (or the 
fair 
market value of the
security).
When market traders determine that a stock is undervalued (
the current price of the stock is less than its fair present
value), they will purchase the stock, thus driving its price up.
when market traders determine that a stock is overvalued
(i.e., its current price is greater than its fair present value),
they will sell the stock, resulting in a price decline.
Dr. Lakshmi Kalyanaraman
52
The degree to which financial security prices
adjust to “news” and the degree (and speed)
with which stock prices reflect information
about the firm and factors that affect firm value
is referred to as 
market efficiency
It has three measures:
weak form
 semistrong form
  strong form
Dr. Lakshmi Kalyanaraman
37
Current stock prices reflect all historic price
and volume information so investors cannot use
past price information to make excess return.
Old news and trends are already impounded in
historic prices and are of no use in predicting
today’s or future stock prices
Investors cannot make more than fair
return by using information based on
historic price movements
However, with public and private information,
investors can make more than fair return
Dr. Lakshmi Kalyanaraman
38
As public information arrives about a company,
it is immediately impounded
Investors cannot make more than fair
return using public news releases
Since historic information is a subset of all
public information, hence already reflected on
share prices
However, with private information, investors
can make more than fair return
Dr. Lakshmi Kalyanaraman
39
Stock prices reflect both public and private
information
There is no set of information that allows
investors to make more than fair return
Insider trading 
– laws prohibit investors from
trading on the basis of private information.
Dr. Lakshmi Kalyanaraman
40
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Explore the world of equity and stock securities as they are traded in primary and secondary markets. Learn about common and preferred stocks, dividend payments, and ownership claims in corporations. Dive into the complexities of stock prices, dividends, and investment returns.

  • Equity
  • Stock Markets
  • Common Stock
  • Dividends
  • Investment

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  1. Chapter 8 Dr. Lakshmi Kalyanaraman 1

  2. description of equity or stock securities and the markets in which they trade. description of the different types of corporate stock. how they are sold to the public and then traded; first in primary markets and then in secondary markets. the major stock market indexes. Form of markets. Dr. Lakshmi Kalyanaraman 2

  3. Allows suppliers of funds (investors) to efficiently and cheaply transfer funds to users of funds (corporations exchange for financial claims and government) in Dr. Lakshmi Kalyanaraman 3

  4. Common stock and preferred stock All public corporations offer common stock but many do not offer preferred stock Both offer two part rate of return Capital gains if the stock appreciates in price over time Periodic dividend payments Dr. Lakshmi Kalyanaraman 4

  5. P P P D = + R 1 t t t t P 1 1 t t Pt= stock price at time t Dt = dividends paid over time t 1 to t (Pt Pt 1) / Pt 1 = capital gain over time t 1 to t Dt / Pt 1 = return from dividends paid over time t 1 to t Dr. Lakshmi Kalyanaraman 5

  6. Suppose you owned a stock over the last year. You originally bought the stock for $40 and just sold it for $45. The stock also paid an annual dividend of $4 on the last day of the year. What is your return on this investment? Capital gains = ($45-$40)/40 = 12.5% Dividend income = 4/40 = 10% Return = 12.5% + 10% = 22.5% Dr. Lakshmi Kalyanaraman 6

  7. Fundamental ownership claim in a public or private corporation Characteristics 1. Discretionary dividend payments 2. Residual claim status 3. Limited liability 4. Voting rights Dr. Lakshmi Kalyanaraman 7

  8. Unlimited if firm highly profitable No guaranteed dividend rights even if firm profitable, growing firms Corporation does not default if dividends are missed and common stock holders have no legal recourse (not like interest payment on debt) Profitable firm may reinvest profits Payment and size decided by Board of directors elected by shareholders Taxed twice firm level and personal level Dr. Lakshmi Kalyanaraman 8

  9. Affects both components of return Dividend, Dt/Pt-1, decreases Capital gains , (Pt Pt-1)/Pt-1, increases What is the impact of non-payment of dividends on stock returns? Dr. Lakshmi Kalyanaraman 9

  10. Investors can partially avoid this double taxation effect by holding stocks in growth firms that reinvest most of their earnings to finance growth rather than paying larger dividends. earnings growth leads to stock price increases. And stockholders can sell their stock for a profit and pay capital gains taxes rather than ordinary income taxes on dividend income. Under current tax laws, capital gains tax rates are lower than ordinary income tax rates. The capital gains tax rate depends on several things, including the holding period of the investment, the investor s income level, and any tax-code changes made during the holding period. Dr. Lakshmi Kalyanaraman 10

  11. A corporation has after- (corporate) tax earnings that would allow a $2 dividend per share to be paid to its stockholders. If these dividends are paid, the firm will be unable to invest in new projects, and its stock price, currently $50 per share, probably would not change. The return to the firm s stockholders in this case is: Capital gains = ($50-$50)/50 = 0% Dividend income = 2/50 = 4% Return = 0%+ 4% = 4% Dr. Lakshmi Kalyanaraman 11

  12. Suppose a stockholder bought the stock at the beginning of the year (at $50) and sold it at the end of the year (at $50). The stockholder s ordinary income tax rate is 30 percent and the capital gains tax rate is 20 percent.) The return to the stockholder in this case is all in the form of ordinary income (dividends). Thus, the after-tax rate of return to the stockholder is: 4%(1-0.30) = 2.8% Dr. Lakshmi Kalyanaraman 12

  13. Alternatively, rather than pay dividends, the firm can use the earnings to invest in new projects that will increase the overall value of the firm such that the stock price will rise to $52 per share. The return to the firm s stockholders in this case is: Capital gains = ($52-$50)/50 = 4% Dividend income = 0/50 = 0% Return = 4%+ 0% = 4% the return to the stockholder is all in the form of capital gains and is taxed at 20%. after-tax rate of return to the stockholder is 4% (1 - ? 0.20) =? 3.2%. Dr. Lakshmi Kalyanaraman 13

  14. In the event of bankruptcy, they have residual claim:In the event of liquidation, common stockholders have the lowest priority in terms of any cash distribution. After all senior claims are paid: Creditors such as employees Bondholders Government for taxes Preferred stockholders Common stockholders Hence, common stock is riskier than bonds Dr. Lakshmi Kalyanaraman 14

  15. limited liability No matter what financial difficulties the issuing corporation encounters, neither it nor its creditors can seek repayment from the firm s common stockholders. This implies that common stockholders losses are limited to the original amount of their investment. Losses limited to original investment if firm s assets fall less than debt in case of corporation Unlike sole proprietorship and partnership ownership interests Unlimited liability Shareholders wealth outside ownership claims unaffected Dr. Lakshmi Kalyanaraman 15

  16. No control over firms daily activities overseen by managers in the interest of stockholders and bond holders Common stockholders control the firm s activities indirectly by exercising their voting rights in the election of the board of directors Normally one vote per share of common stock. Dr. Lakshmi Kalyanaraman 16

  17. Have two classes of common shares outstanding, with different voting rights assigned to each class. One class has limited number of votes per share than the other For example, class A may have one-tenth vote per share while class B one vote per share Or Class A may elect 20% of board and class B 80% Dr. Lakshmi Kalyanaraman 17

  18. In straight voting, election for one director at a time In cumulative voting, all directors up for election voted at the same time Number of votes = Number of shares held Number of directors to be elected A shareholder may assign all votes to a single candidate or may spread over more than one Candidates with highest total votes get elected Dr. Lakshmi Kalyanaraman 18

  19. By shareholders not attending the meeting Proxy returned to the issuing firm allows shareholders to vote by absentee ballot or authorize a representative to vote on their behalf Dr. Lakshmi Kalyanaraman 19

  20. Hybrid between bond and common stock Like common stock represents ownership right Like bond carries a fixed periodic (dividend) payment Senior to common stock but junior to bonds preferred stockholders are paid only when profits have been generated and all debt holders have been paid (but before common stockholders are paid) In case of insufficient profits and missing dividends, no bankruptcy can be forced Dr. Lakshmi Kalyanaraman 20

  21. Generally does not have voting rights unless dividend payments are missed Dividends only in case of profits Cumulative vs. noncumulative Cumulative missed dividends go into arrears and must be paid before any common stock dividends Noncumulative missed dividends do not go into arrears and never paid Dr. Lakshmi Kalyanaraman 21

  22. Nonparticipating dividend fixed regardless of profits Participating dividends more in exceptionally profitable years Dr. Lakshmi Kalyanaraman 22

  23. Corporations find preferred stock beneficial as a source of funds because, unlike coupon interest on a bond issue, dividends on preferred stock can be missed without fear of bankruptcy proceedings. Dr. Lakshmi Kalyanaraman 23

  24. if a preferred dividend payment is missed, new investors may be reluctant to make investments in the firm. Thus, firms are generally unable to raise any new capital until all missed dividend payments are paid on preferred stock Dr. Lakshmi Kalyanaraman 24

  25. Markets in which corporations raise funds through new issues of securities both ownership and debt securities Government raises funds through issue of debt securities Dr. Lakshmi Kalyanaraman 25

  26. Corporations raise funds through new issues of securities Before common stock can be, shares must be authorized by a majority vote of both the board of directors and the firm s existing common stockholders Most of the time through investment banks Investment banks act as distribution agents in best efforts underwriting Underwriter does not guarantee a price to the issuer Acts as a distribution agent for a fee Risk of sale on corporation Dr. Lakshmi Kalyanaraman 26

  27. Investment banks act as principals in firm commitment underwriting Guarantees a price to the corporation for the newly issued securities Underwriter buys the whole stock from the issuer for a guaranteed price called net proceeds Resells them to investors at a higher price called the gross proceeds Dr. Lakshmi Kalyanaraman 27

  28. Underwriters spread = Gross proceeds Net proceeds Underwriter s compensation for risk and expenses is underwriter s spread Gross proceeds price at which the investment bank sells the stock to investors Net proceeds guaranteed price at which the investment bank purchases the stock from the issuer Dr. Lakshmi Kalyanaraman 28

  29. A syndicate is a group of investment banks working in concert to issue stock; Originating house - the lead underwriter who negotiates with the issuing company on behalf of the syndicate Shares of stock issued through a syndicate of invest- ment banks spreads the risk associated with the sale of the stock among several investment banks. A syndicate also results in a larger pool of potential outside investors, increasing the probability of a successful sale and widening the scope of the investor base Dr. Lakshmi Kalyanaraman 29

  30. An initial public offering (IPO) is the first public issue of financial instruments by a firm A seasoned offering is the sale of additional securities by a firm whose securities are already traded in secondary markets preemptive rights give existing stockholders right in which new shares must be offered to them and give them ability to maintain their proportional ownership Dr. Lakshmi Kalyanaraman 30

  31. This means that before a seasoned offering of stock can be sold to outsiders, the new shares must first be offered to existing shareholders in such a way that they can maintain their proportional ownership in the corporation A rights offering generally allows existing stockholders to purchase shares at a price slightly below the market price Dr. Lakshmi Kalyanaraman 31

  32. Public sale stock issue offered to general investing public Private placement stock sold to a limited number of large investors Dr. Lakshmi Kalyanaraman 32

  33. A red herring prospectus is a preliminary version of the prospectus that describes a new security issue Shelf registration allows firms to offer multiple issues of stock over a two-year period with only one registration statement Dr. Lakshmi Kalyanaraman 33

  34. Stocks once issued are traded Bought and sold by investors Securities brokers intermediaries The U.S. has three major stock markets the New York Stock Exchange Euro next (NYSE Euro next) the National Association of Securities Dealers Automated Quotation (NASDAQ) the American Stock Exchange (AMEX) Dr. Lakshmi Kalyanaraman 34

  35. Market order Is when an investor makes a market order through a broker to buy or sell an investment immediately at the best available current price. Market order is the default option and is likely to be executed because it does not contain restrictions on the price or the time frame in which the order can be executed. It provides immediate liquidity. Limit order to transact at a specified price Left with a specialist to be executed Dr. Lakshmi Kalyanaraman 35

  36. the current market price of a stock equals the present value of its expected future dividends (or the fair market value of the security). When market traders determine that a stock is undervalued ( the current price of the stock is less than its fair present value), they will purchase the stock, thus driving its price up. when market traders determine that a stock is overvalued (i.e., its current price is greater than its fair present value), they will sell the stock, resulting in a price decline. Dr. Lakshmi Kalyanaraman 52

  37. The degree to which financial security prices adjust to news and the degree (and speed) with which stock prices reflect information about the firm and factors that affect firm value is referred to as market efficiency It has three measures: weak form semistrong form strong form Dr. Lakshmi Kalyanaraman 37

  38. Current stock prices reflect all historic price and volume information so investors cannot use past price information to make excess return. Old news and trends are already impounded in historic prices and are of no use in predicting today s or future stock prices Investors cannot make more than fair return by using information based on historic price movements However, with public and private information, investors can make more than fair return Dr. Lakshmi Kalyanaraman 38

  39. As public information arrives about a company, it is immediately impounded Investors cannot make more than fair return using public news releases Since historic information is a subset of all public information, hence already reflected on share prices However, with private information, investors can make more than fair return Dr. Lakshmi Kalyanaraman 39

  40. Stock prices reflect both public and private information There is no set of information that allows investors to make more than fair return Insider trading laws prohibit investors from trading on the basis of private information. Dr. Lakshmi Kalyanaraman 40

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