
Stocks are essentially ownership shares in corporations, representing a claim on a portion of the company's assets and profits.
There are two main types of stocks: common stock and preferred stock.
Common stock gives shareholders voting rights and a claim on a portion of the company's assets and profits, but it does not guarantee a specific dividend payment.
Preferred stock, on the other hand, has a higher claim on assets and dividends than common stock, but it typically does not come with voting rights.
Stocks can be issued by publicly traded companies or private companies looking to raise capital.
Investors can buy and sell stocks on stock exchanges, such as the New York Stock Exchange (NYSE) or the NASDAQ.
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What Are Stocks?
Stocks are a financial instrument issued by companies to raise capital.
Preferred stock is a distinct class of stock that provides different rights compared with common stock.
Stocks represent ownership shares in corporations, giving investors a claim to the company's assets and dividends.
Preferred stockholders have a higher claim to the company's assets and dividends than common stockholders.
The terms "shares" and "stocks" are often used interchangeably, but technically "stock" is the financial instrument a company issues, and a "share" is a single instance of that financial instrument.
Investors can buy and sell shares of stock to gain ownership in a company.
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Types of Stocks
Stocks represent ownership shares in corporations, and there are two main types: common stock and preferred stock. Common stock is more volatile because it's directly tied to the company's performance and market conditions.
Common stock typically carries voting rights, allowing shareholders to participate in corporate decisions. Preferred stock, on the other hand, usually doesn't have voting rights, but it does have a higher claim on assets and is paid out before common stockholders in the event of liquidation.
Preferred stock often comes with a fixed dividend, which is paid out before any dividends are issued to common stockholders. It also has a higher claim on assets, making it a more secure investment.
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Some companies issue different classes of stock, such as Alphabet, which has two classes of common stock: GOOG and GOOGL. This can give shareholders different benefits and rights.
Here's a summary of the key differences between common and preferred stock:
Convertible preferred stock allows holders to convert their shares into a fixed number of common shares, usually after a predetermined date.
Stock Issuance and Regulation
Stock issuance and regulation are crucial aspects of a corporation's structure. A company's board of directors determines the number of authorized shares, which can be issued to shareholders for ownership purposes.
Authorized shares can be limited by shareholders, who may vote to restrict the number to protect their interests. This process involves filing articles of amendment with the state.
The number of issued shares is typically lower than the number of authorized shares, as seen in the example of a corporation with 10 million authorized shares but only 8 million issued.
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How Issued and Regulated
Companies have a specific number of authorized shares that can be issued, which is set by their board of directors. This number can be increased or decreased by shareholders through a formal request to the state.
Authorized shares are the total number of shares of stock that the board of directors are allowed to issue to shareholders. This number can be higher than the number of shares actually issued.
Issued shares, on the other hand, are the number of shares sold to shareholders and counted for ownership purposes. This number is always equal to or less than the number of authorized shares.
A company can have a different amount of shares issued than authorized shares. For example, a corporation might have 10 million authorized shares but only issue 8 million.
The number of authorized shares can be increased or decreased by shareholders, who may vote to limit the number as they see fit. This can be done through filing articles of amendment with the state.
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Publicly traded companies list their shares on public exchanges through an initial public offering (IPO), which is a lengthy and highly regulated process. This process involves fund-raising phases and scrutiny by regulators.
The shares issued by a company can be different from the number of shares outstanding. Shares outstanding represent the number of shares currently held by all shareholders, including company insiders, institutional investors, and the general public.
Initial Public Offerings
An initial public offering, or IPO, is a major way for a company to raise capital and expand its enterprise.
To initiate an IPO, a company works with an underwriting investment bank to determine the type and price of the stock. This is a crucial step in the IPO process.
The IPO process allows a company to issue stock to the public, making it available for purchase on the secondary market. This is a significant milestone for a company, as it provides a major influx of capital.
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A company can then use this capital to expand its operations, invest in new projects, or pay off debt. This can be a game-changer for a company looking to take its business to the next level.
By issuing stock to the public, a company can also increase liquidity, making it easier for founders and early investors to sell their ownership stakes. This can be a big plus for companies looking to attract and retain top talent.
Here are some key benefits of an IPO:
- Increases liquidity for founders and early investors
- Makes it possible to give employee incentives through stock options or restricted stock units
- Diversifies ownership and reduces the concentration of control
History
The history of stock issuance and regulation is fascinating. The Roman Republic contracted out services to private companies called publicani, which were similar to modern corporations.
These companies issued shares called partes and particulae, which acted like today's over-the-counter shares. Polybius mentions that almost every citizen participated in the government leases.
The price of stocks fluctuated in Rome, with Cicero speaking of partes illo tempore carissimae, meaning shares that had a very high price at that time. This implies a fluctuation of price and stock market behavior in Rome.
In 1250, shares of the Société des Moulins du Bazacle, or Bazacle Milling Company, were traded at a value that depended on the profitability of the mills the society owned. The company had 100 shares.
The Bishop of Västerås acquired a 12.5% interest in the Great Copper Mountain in 1288. This was a significant stock transfer, documented by the Swedish mining and forestry products company Stora.
The English East India Company was granted a Royal Charter by Elizabeth I in 1600, giving it a 15-year monopoly on trade in the East Indies. This effectively created the first recognized joint-stock company in modern times.
In 1602, the Dutch East India Company issued the first shares that were made tradeable on the Amsterdam Stock Exchange. Between 1602 and 1796, it traded 2.5 million tons of cargo with Asia on 4,785 ships.
Rule 144
Rule 144 is an American term given to shares of stock subject to SEC Rule 144, which deals with selling restricted and control securities. These securities are acquired in unregistered form, often through private sales or other means such as ESOPs or in exchange for seed money. Investors must meet specific conditions set forth by SEC Rule 144 to liquidate their securities. Rule 144 allows public re-sale of restricted securities. Investors who purchase or take ownership of these securities are subject to different rules than those selling traditional common or preferred stock.
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Par Value Definition
Par value is a dollar value assigned to shares of stock, which is the minimum amount for which each share may be sold.
There is no minimum or maximum value that must be assigned, and shares may also have no par value, meaning the Board of Directors will assign a value to the stock below which the shares cannot be issued.
Par value stock has a stated value on its face, but no par value stock has no stated value and its worth depends on what an investor is willing to pay.
Most often, in a small business corporation, the stock is called no par value stock, which simply means that there is no set amount of payment required to purchase the stock of the corporation.
The par value is usually a figure that is set depending on the state and can be used by a state to set the renewal fees or the state taxes.
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Stock Trading and Price
Stock trading and price fluctuations are a natural part of the stock market. Investors can choose to purchase or sell common or preferred stocks, with common stocks being more frequently traded due to their higher price volatility.
Preferred stocks, on the other hand, have fixed dividends and lower risk profiles, making them less suitable for retail investors seeking short-term gains. These stocks are often favored by institutional investors who prioritize predictable income streams.
Stock price fluctuations are fundamentally driven by supply and demand, with customer satisfaction and analysts' business forecasts also influencing market conditions.
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Trading and Price
Trading and price changes are fundamental aspects of stock trading. Common stock and preferred stock trade on the open market, allowing investors to purchase or sell either type.
Investors generally trade common stocks rather than preferred stocks due to their fixed dividends and lower risk profile. Preferred stocks have less price volatility and greater growth potential, making them a favorite among institutional investors seeking a predictable income stream.
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Preferred stocks are often less liquid than common stocks, meaning they are traded less frequently. This makes them less suitable for retail investors looking for short-term gains.
Stock exchanges provide marketplaces for trading shares and other financial products. A company may list its shares on an exchange by meeting and maintaining the listing requirements of that exchange.
Many large non-U.S. companies list on a U.S. exchange to broaden their investor base. They must maintain a block of shares at a bank in the US and issue an American depositary receipt (ADR) for each share traded.
Small companies that don't qualify for major exchanges may be traded over-the-counter (OTC) by an off-exchange mechanism. This allows trading to occur directly between parties, often with minimal listing requirements.
The price of a stock fluctuates due to the theory of supply and demand. Customer satisfaction, as measured by the American Customer Satisfaction Index (ACSI), is significantly correlated to the market value of a stock.
Stock price may be influenced by analysts' business forecast for the company and outlooks for the company's general market segment.
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Selling
Selling a stock is procedurally similar to buying one, and the goal is often to sell high and avoid selling at a loss.
The transaction fee for selling a stock can be high or low, depending on the type of brokerage handling the transaction, whether it's a full-service or discount brokerage.
You'll need to pay a broker's fee for their efforts in arranging the transfer of stock from a seller to a buyer.
To avoid unexpected expenses, it's essential to keep track of your earnings after selling a stock.
On selling a stock, you'll have to pay capital gains taxes in jurisdictions that have them, which can be a significant consideration for investors.
The cost basis of the stock will determine how much of the proceeds are subject to capital gains taxes, so it's crucial to keep accurate records.
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Stock Ownership and Rights
Stock ownership comes with certain rights and privileges, but also some limitations. Owning shares in a company doesn't mean you have control over its assets, as the company is considered a legal person.
You typically have the right to vote on corporate actions, such as electing the board of directors, but this can vary depending on the class of stock. For example, preferred stockholders may not have voting rights.
As a shareholder, you're entitled to a portion of the company's net profits, but the board of directors decides how to distribute these profits. Common stockholders may not receive dividends at all, while preferred stockholders usually receive a fixed dividend.
In the event of liquidation, shareholders have a claim on the company's assets, but this is subordinate to the rights of creditors. The order of priority for asset distribution is as follows: bondholders, preferred stockholders, and finally common stockholders.
Here's a breakdown of the key differences between common and preferred stock:
Shareholders have some impact on the company's policy, as they elect the board of directors. However, genuine contested board elections are rare, and board candidates are often nominated by insiders or the board of directors themselves.
Dividend Distributions
Preferred stockholders have a higher claim on assets and are paid out before common stockholders in the event of liquidation. This means they are guaranteed to receive a fixed dividend, which is usually paid out before any dividends are given to common stockholders.
Common stockholders, on the other hand, do not have a guaranteed dividend and are paid out at the board of directors' discretion. This can be a risk for common stockholders, as they may not receive any dividends at all.
There are different types of dividend distributions, including income stocks, value stocks, and growth stocks. Income stocks pay a quarterly dividend and are considered high-quality companies with a strong history of profit and dividend increases.
Value stocks, on the other hand, tend to have low price-to-earnings ratios, low price-to-book ratios, and low price-to-dividend ratios. Growth stocks tend to include stocks of companies with increasing profits and a rise in the stock price, but these companies like to reinvest their profits and pay very few dividends to their shareholders.
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Here are the different types of dividend distributions:
- Income stocks: pay a quarterly dividend and are considered high-quality companies with a strong history of profit and dividend increases.
- Value stocks: tend to have low price-to-earnings ratios, low price-to-book ratios, and low price-to-dividend ratios.
- Growth stocks: tend to include stocks of companies with increasing profits and a rise in the stock price, but these companies like to reinvest their profits and pay very few dividends to their shareholders.
Buying
You can buy stocks through a stockbroker, and most trades are actually done through brokers listed with a stock exchange. They arrange the transfer of stock from a seller to a buyer.
There are many different brokerage firms to choose from, such as full-service brokers or discount brokers. Full-service brokers usually charge more per trade but give investment advice or more personal service.
Discount brokers offer little or no investment advice but charge less for trades. Another type of broker would be a bank or credit union that may have a deal set up with either a full-service or discount broker.
You can also buy stock directly from the company itself, if at least one share is owned, through their investor relations departments. However, the initial share of stock in the company will have to be obtained through a regular stock broker.
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Buying stock on margin means borrowing money against the value of stocks in the same account to buy more stock. This works the same way as borrowing money to buy a car or a house, using the car or house as collateral.
The broker usually charges 8-10% interest on borrowed money, so borrowing is not free.
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Stock Market and Economy
The stock market is a platform where stocks, representing ownership shares in corporations, are bought and sold. Stocks can be categorized into different types, including common stock and preferred stock.
Common stocks give shareholders voting rights and a claim on a portion of the company's profits. They are the most common type of stock and are often considered a good investment option for long-term growth.
The stock market is influenced by various economic factors, including interest rates and inflation. A rise in interest rates can make borrowing more expensive, which can negatively impact the stock market.
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The stock market can be volatile, with prices fluctuating rapidly in response to economic news and events. This can make it challenging for investors to make informed decisions.
Economic indicators such as GDP and unemployment rates can also impact the stock market. A strong economy with low unemployment rates can lead to increased consumer spending and higher stock prices.
Stock Options and Derivatives
Stock options and derivatives are complex financial instruments that can be a bit overwhelming, but don't worry, I'm here to break it down for you.
Stock derivatives are financial instruments that are based on the price of an equity, and they come in two main types: futures and options. Futures are contracts where the buyer agrees to buy and the seller agrees to sell a specific stock at a set price on a certain date.
Stock options, on the other hand, give the holder the right to buy or sell a stock at a set price before a certain date. This can be a call option, which allows you to buy the stock, or a put option, which allows you to sell the stock.
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Some of the larger corporations offer different types of stock options, including common stock, preferred stock, and stock with par value. These options can be assigned different designations, such as voting stock or nonvoting stock.
Here are some key types of stock options:
- Common stock
- Preferred stock
- Stock with par value
- Stock with no par value
- Voting stock
- Nonvoting stock
- Outstanding stock
- Treasury stock
It's worth noting that a company's Articles of Incorporation will detail the number of shares the corporation can issue, which becomes the authorized shares.
Frequently Asked Questions
What is it called when a company owns its own shares?
When a company owns its own shares, it's called a share buyback or treasury shares. This occurs when a company repurchases its own shares, either canceling or holding them as treasury shares.
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