Cooperate Issuers
Sole Proprietorship
owned and operated by an individual, taxed as person income; owner has unlimited liability.
Partnership
A business owned by multiple owners
General Partnership
Two or more general partners own and operate the business and are liable for claims
Limited Partnership
General Partners manage the business and are personally liable while limited partners are only liable for invested amount
Limited Liability Partnership
Is a special case composed entirely of LP
Limited Companies
Benefits are greater access to financing and potential for growth
Private Limited Company
Known as LLC in the US all owners have limited liability, with company usually professionally managed, and ownership, and ownership is divided into private shares
Private Limited Company (Corporation)
legal identify separate from owners, profit taxed, also limited owner liability, but no restriction on number of owners; must suitable for going IPO
Summary of Business Structures
Key features of Corporations
-The most important features of corporations include the following
–Legal identity, that is separate and distinct from its owners
–Owner-manager separation, between shareholders and managers/board
–Owner/shareholder liability, which is limited but shared
–External financing, with access to both debt and equity financing
–Taxation double
Public and Private Corporations
Benefits of public listing
-Allows transfer of ownership
-Liquidity
-Regulatory transparency and disclose
-Price transparency
Benefits of Price Listing
-Controlling owners/managers are accountable to fewer shareholders
-potential for investors to earn higher returns
-fewer disclosure requirements
Going Private to Public Corp
1) IPO
2) Direct listings of shares
3) Acquisition by public company
-Special purpose acquisition company (SAPC) a company set up purely to purchase a private company to turn it into a public one
Going public to private Corp
-Investors buying all the shares of a corp and delisting
-allows for restructuring and greater control over the corp
-more frequent in developed markets
-example is a leveraged buyout
Financial Claims of Lenders and Shareholders
Debtholders
Debtholders (lenders) provide finite capital
-legal claim to the principal and interest
-higher priority of claims than equity holders
-Upside is limited to full repayment; no decision-making power
Financial Claims of Lenders and Shareholders
Equity Investors
Equity Investors (shareholders/owners) provide permeant capital. they have a residual claim to assets after all other claims have been paid
Debt vs equity risk and return
Shareholder Theory
focus on interests of the company’s owners; other entities are considered, but only to the extent that they impact sharevalue
Stakeholder Theory
Consider all stakeholder interests. Focus on managing potential conflicts among interests of stakeholder groups. ESG is often a consideration
Cooperate Stakeholder and Governance
ESG Considerations
Evaluating ESG Risks and Benefits
Principal-Agent-Relationship Graph
Principal-Agent-Relationship
Principal-Agent-Relationship
Types of Agency Cost