What benefits do common shareholders enjoy?
voting rights, the opportunity for capital appreciation, and current income as well as limited liability.
Why include common stock in a client’s portfolio?
■ Potential capital appreciation
■ Income from dividends
■ Hedge against inflation
What are the risks of owning common stock?
In the event a company liquidates, what is the priority of claims on the company’s assets that will be sold?
What are the benefits of owning preferred stock?
What are the risks of owning preferred stock?
What are the six types of preferred stock?
What does SEC Rule 144 regulate?
the sale of control and restricted securities, stipulating the holding period, quantity limitations, manner of sale, and filing procedures. Selling shares under Rule 144 effectively registers the shares. In other words, buyers of stock being sold subject to Rule 144 are not subject to any restrictions if they choose to resell.
What are control securities?
Those owned by directors, officers, or persons who own or control 10% or more of the issuer’s voting stock.
What are restricted securities?
those acquired through some means other than a registered public offering. A security purchased in a private placement is a restricted security. Restricted securities may not be sold until they have been held fully paid for six months. According to Rule 144, after holding restricted stock fully paid for six months, an affiliate may begin selling shares but is subject to the volume restriction rules as enumerated in the following. In any 90-day period, an investor may sell the greater of: ■ 1% of the total outstanding shares of the same class at the time of sale; or ■ the average weekly trading volume in the stock over the past four weeks on all exchanges or as reported through Nasdaq. After the six-month holding period, affiliated persons are subject to the volume restrictions for as long as they are affiliates. For unaffiliated investors, the stock may be sold completely unrestricted after the six-month holding period has been satisfied.
What are Rule 144A Transactions Under the Act ‘33
exemption under the Securities Act of 1933 that is only available to certain large institutions, referred to as qualified institutional buyers (QIBs). A QIB owns and invests a minimum of $100 million in securities on a discretionary basis. If a QIB purchases securities under a 144A exemption, it is permitted to resell the securities with no volume restriction or holding period as long as the buyer is also a QIB.
What is an ADR?
American Depository Receipt. a type of equity security designed to simplify foreign investing for Americans. created when common shares are purchased in the foreign company’s home market. These shares are then deposited in a foreign branch of a U.S. bank, and a receipt (the ADR) is created. Each ADR may represent one or more shares of the foreign company’s shares held on deposit. The ADR provides U.S. investors with a convenient way to diversify their holdings beyond domestic companies.
What is a Penny Stock?
an unlisted (not listed on a U.S. stock exchange) security trading at less than $5 per share. Equity securities defined as penny stocks are considered highly speculative. In this light, SEC rules require that customers, before their initial transaction in a penny stock, be given a copy of a risk disclosure document. The member must receive a signed and dated acknowledgment from the customer that the document has been received. Not surprisingly, the penny stock disclosure document fully describes the risks associated with penny stock investments. Regardless of activity in the account, if the account holds penny stocks, broker-dealers (BDs) must provide a monthly account statement to the customer. This must indicate the market value and number of shares for each penny stock held in the account as well as the issuer’s name.
What are the SEC’s rules regarding cold-calling potential penny stock customers?
when a BD’s representative contacts a potential customer to purchase penny stocks (this is a solicitation to buy like those occurring during a cold call), the representative must first determine suitability on the basis of information about the buyer’s financial situation and objectives. The customer must sign and date this suitability statement before any initial penny stock trades may be placed. In addition, the BD must disclose:
■ the name of the penny stock;
■ the number of shares to be purchased;
■ a current quotation; and
■ the amount of commission that the firm and the representative received.
Established customers are exempt from the suitability statement requirement, but not from the disclosure requirements. An established customer is someone who:
■ has held an account with the BD for at least one year (and has made a deposit of funds or securities); or
■ has made at least three penny stock purchases of different issuers on different days.
What is a term bond?
structured so that the principal of the whole issue matures at once. Because the entire principal is repaid at one time, issuers may establish a sinking fund account to accumulate money to retire the bonds at maturity.
What is a serial bond?
schedules portions of the principal to mature at intervals over a period of years until the entire balance has been repaid.
What is a balloon bond?
When an issuer schedules its bond’s maturity using elements of both serial and term maturities. The issuer repays part of the bond’s principal before the final maturity date, as with a serial maturity, but pays off the major portion of the bond at maturity. This bond has a balloon, or serial and balloon, maturity.
What does the coupon of a bond represent?
the interest rate the issuer has agreed to pay the investor. At one time, bonds were issued with interest coupons attached that the investor would detach and turn in to receive the interest payments. While bonds are no longer issued with physical coupons attached, the interest rate the bond pays is still called the coupon rate. It is also referred to as the stated yield or nominal yield. It is calculated from the bond’s par value, usually stated as a percentage of par. Par value, also known as face value for a bond, is normally $1,000 per bond, meaning that each bond will be redeemed for $1,000 when it matures. Therefore, a bond with a 6% coupon is paying $60 in interest per year (6% × $1,000 par value = $60).
What is a nominal yield of a bond?
Also called Coupon or stated yield is set at the time of issue. Remember that the coupon is a fixed percentage of the bond’s par value.
What is a bond’s current yield?
CY measures a bond’s annual coupon payment (interest) relative to its market price, as shown in the following equation:
annual coupon payment ÷ market price = CY
What is a bond’s yield to maturity
A bond’s YTM reflects the annualized return of the bond if held to maturity. In calculating YTM, the bondholder takes into account the difference between the price that was paid for a bond and par value received when the bond matures. If the bond is purchased at a discount, the investor makes money at maturity (i.e., the discount amount increases the return). If the bond is purchased at a premium, the investor loses money at maturity (i.e., the premium amount decreases the return).
What is a bond’s yield to call?
Some bonds are issued with what is known as a call feature. A bond with a call feature may be redeemed before maturity at the issuer’s option. Essentially, when a callable bond is called in by the issuer, the investor receives the principal back sooner than anticipated (before maturity). YTC calculations reflect the early redemption date and consequent acceleration of the discount gain if the bond was originally purchased at a discount, or the accelerated premium loss if the bond was originally purchased at a premium.
What is a bond with a call feature?
allows an issuer to call in a bond before maturity. Issuers will generally do this when interest rates are falling. From the issuer’s perspective, why pay 6% interest to investors on an existing bond if current interest rates have fallen to 4%? It is better to call in the 6% bond and simply issue a new bond paying the lower current interest rate. This feature benefits the issuer.
What is a put feature of a bond?
the opposite of a call feature. Instead of the issuer calling in a bond before it matures, with a put feature the investor can put the bond back to the issuer before it matures. Investors will generally do this when interest rates are rising. From the investor’s perspective, why accept 6% interest on a bond one owns if current interest rates have risen to 8%? It is better to put the 6% bond back to the issuer, take the principal returned, and invest it in a new bond paying the current interest rate of 8%. This feature benefits the bondholder. If called, the (former) bondholder now has the dilemma of finding a similar rate of return in a low interest rate environment.