Shared Flashcard Set

Details

Series 7
NASD General Securities Rep Exam
48
Business
Professional
01/13/2007

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Cards

Term
Net worth
Definition
Net Worth = Assets - Liabilities
Term
4 Classifications of common stock
Definition
  • Authorized
  • Issued
  • Outstanding
  • Treasury
  • Term
    Authorized stock
    Definition
  • The specific number of shares the company has authorization to issue or sell

  • Laid out in the company's charter

  • Unissued stocks does not carry the rights and privileges of issued shares and is not considered in a company's total capitalization
  • Term
    Can a company sell more shares than authorized by its charter?
    Definition
    Yes, but the charter must be amended.
    Term
    Issued stock
    Definition
    Stock that has been authorized and distributed to investors
    Term
    Uses for unissued shares of authorized stock
    Definition
  • Raising new capital for expansion
  • Paying stock dividends
  • Providings stock purchase plans for employees
  • Exhanging common stock for outstanding convertible bonds or preferred stock
  • Satisfying the exercise of outstandig stock purchase warrants
  • Term
    Outstanding stock
    Definition
    Shares that a company has issued but has not repurchased...stock that is investor-owned
    Term
    Treasury stock
    Definition
  • Stock a corporation has issued and subsequently repurchased from the public
  • Does not carry rights of outstanding common shares such as voting rights and dividends
  • Reduces the number of shares outstanding which may increase earnings per share
  • Term
    Uses for treasury stock
    Definition
  • Hold it indefinitely
  • Fund employee bonus plans
  • Distribute it to stockholders as a stock dividend
  • Redistribute to the public as an additional offering
  • Term
    Reasons for buying back issued stock
    Definition
  • Increase earnings per share
  • Have inventory available to fund pension plan, distribute as options, etc.
  • Use for future acquisitions
  • Term
    ABC Company has authorized 1 million shares of common stock. It issued 800,000 shares one year ago. It then purchased 200,000 shares for its treasury. How many shares of stock are outstanding?
    Definition
    600,000
    Term
    Par Value
    Definition
  • Arbitrary value the company gives the stock in the articles of incorporation
  • Has no effect on stock's market price
  • Money received in excess of par value when the stock is sold is recorded on the corporate balance sheet as capital in excess, paid-in surplus, capital surplus, or paid-in capital
  • Term
    Market value
    Definition
    The price investors must pay to buy the stock
    Term
    Book value
    Definition
  • Book value per share = how much a common stockholder ccould expect to receive if the corporation were liquidated
  • Assets minus liabilities divided by number of shares outstanding
  • Term
    Rights of common stock ownership
    Definition
  • Voting rights
  • Preemptive rights
  • Limited liability
  • Inspection of corporate books
  • Residual claims to assets
  • Term
    Corporate policy matters that common stockholders have the right to vote on
    Definition
  • Issuance of convertible securities
  • Substantial changes in the corporation's business, such as mergers and acquisitions
  • Declarations of stock splits
  • Board members
  • Shareholders do not vote on dividend-related matters
  • Term
    Statutory voting
    Definition
    Stockholder has one vote per share owned for each item on the ballot
  • Benefits the large sharholder
  • Term
    Cumulative voting
    Definition
    Allows stockholders to allocate their total votes in any manner they choose
  • Benefits the smaller investor
  • Term
    Proxy solicitation
    Definition
    When a company sends proxies to shareholders, usually for a specific meeting

    Before making a proxy solicitation, companies must submit the information to the SEC for review
    Term
    Proxy contest
    Definition
    Situation where a proxy vote could change control of the company

    All persons involved must register with the SEC as participants

    Includes anyone providing unsolicited advice about how to vote
    Term
    Preemptive rights
    Definition
    Gives stockholders the right to purchase enough newly issued shares to maintain thier proportionate ownership right

    Also called an antidilution provision
    Term
    Limited liability
    Definition
    Stockholders cannot lose more than the amount they paid for a corporation's stock
    Term
    Inspection of corporate books
    Definition
    The right of stockholders to receive annual financial statements and obtain lists of stockholders

    Does not include the right to examine detailed financial records or minutes of BOD's meetings
    Term
    Residual claim to assets
    Definition
    The right to claim corporate assets after all debts and other security holders have been paid when a company is liquidated

    Common stock is the most junior security because it is last in line
    Term
    Forward stock split
    Definition
    Increases the number of shares and reduces the market price

    Same total ownership as before

    Assume a stock split of 5:4; original position is 100 shares @ $60 per share ($6,000)

    100 x 5 = 500,000; 500,000/4 = 125
    The new number of shares is 125

    $6,000/125 = $48
    The new share price is $48
    Term
    Reverse stock split
    Definition
    Investors own fewer shares worth more per share

    Original position is 100 shares at $5 ($500); stock split is 1:4

    100 x 1 = 100; 100/4 = 25 shares after the split

    $500/25 shares = $20 new price per share
    Term
    Long the stock
    Definition
    Said of an investor who opens a position by buying shares

    A long investor's loss is limited to his investment in the stock
    Term
    Short sale
    Definition
    Borrowing shares to sell that the investor must eventually replace

    A short seller's losses are theoretically unlimited because there is no limit to how high the stock's price may climb before he can buy it back
    Term
    Captial gains
    Definition
    Gain obtained when an investor sells a stock at a higher price than he paid for it
    Term
    Realized vs unrealized gain
    Definition
    Realized gain is taxable and occur when the stock is sold

    Unrealized gain is the difference between the price paid and the current selling price. Because the stock is not sold, the gain is not taxable
    Term
    Risks of owning stock
    Definition
  • No assurance investor will recoup his investment

  • Dividend income may decrease or cease entirely

  • Low priority when corporation is liquidated
  • Term
    Preferred stock - advantages of common stock
    Definition
  • Receives dividends before common stockholders

  • Priority claim over common stockholders if company liquidates
  • Term
    Preferred stock - equity or debt security?
    Definition
  • Like equity because it represents ownership in the corporation

  • Like a debt security, it does not offer the appreciation potential of an equity security

    Price tends to fluctuate with interest rates, not company's business prospects

  • Is non-voting
  • Term
    Preferred stock characteristics
    Definition
  • Fixed or adjustable rate of return

    A preferred stock with a par value of $100 and an annual dividend of $6 is known as 6% preferred

  • Limited ownership privileges
  • No maturity date or maturity value
  • Term
    Inverse relationship of preferred stock pricing
    Definition
    Because the dividends are fixed, price fluctation is similar to bonds

    When interest rates rise, the preferred price falls

    When interest rates fall, the preferred price rises
    Term
    Categories of preferred stock
    Definition
  • Straight
  • Cumulative
  • Convertible
  • Participating
  • Callable
  • Term
    Straight preferred
    Definition
    No special features beyond stated dividend payment

    Generally pays a higher dividend than cumulative preferred
    Term
    Cumulative preferred
    Definition
    When dividends are missed, they accumulate on the company's books until they are paid and investors receive all dividends in arrears with the next paid dividend
    Term
    Convertible preferred
    Definition
    Can be converted into common stock at a preset price noted on the certificate

    Often comes with lower stated dividends because of the potential for capital gains when the stock is converted

    Conversion dilutes the number of common shares, decreasing earnings per common share and sometimes decreasing market value
    Term
    Participating preferred
    Definition
    Offers owners a share of profits that remain after all dividends and interest due on other securitieshave been paid

    Percentage of participation is noted on stock certificate

    Example, a preferred stock described as 6% preferred participating to 9% may pay up to 3% in additional dividends if so declared by the BOD
    Term
    Callable preferred
    Definition
    Stock the company can buy back at a stated price after a specified date

    Dividend payments and conversion rights typically end on the call date

    In exchange, the stock usually pays a premium exceeding the par value at the call, such as $103 for a $100 par value stock

    Typically has the highest stated dividend of any preferred stock due to the potential loss of the dividend
    Term
    Dividends
    Definition
    Distributions of the company's profits to its shareholders

    Can be paid in cash, stock or property
    Term
    Current yield
    Definition
    A stock's annual dividend/current market value

    Also call dividend yield
    Term
    Features of transferable securities
    Definition
  • The stock certificate - indicates the number of shares owned by the investor
  • CUSIP Number - each issue of a stock or bond has its own CUSIP
  • Negotiability - shareholder can give, transfer, assign or sell shares that he owns with few restrictions
  • Term
    Responsibilities of a transfer agent
    Definition
  • Ensuring that securities are issued in the correct owner's name
  • Canceling old and issuing new certificates
  • Maintaining records of ownership
  • Handling lost, stolen or destroyed certificates
  • Term
    Registrar
    Definition
    Ensures that a corporation does not have more shares outstanding than have been authorized

    Must be independent of the issuing company, usually a bank or trust company
    Term
    Nasdaq
    Definition
    National Association of Securities Dealers Automated Quotation system
    Term
    Name the 3 markets of the Nasdaq
    Definition
  • Nasdaq Global Select Market - listings are among the highest on any other market
  • Nasdaq Global Market - securities with high interest and appeal
  • Nasdaq Capital Market
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