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Questions and Answers
What is capital?
What is capital?
Anything that confers value or benefit to its owner. Capital is the lifeblood of companies and economies.
What are the types of capital? (Select all that apply)
What are the types of capital? (Select all that apply)
What are capital markets?
What are capital markets?
Venues where funds are exchanged between buyers and sellers in the form of equity securities, bonds or other financial services. Suppliers of capital include households and institutions. Users of capital include households and institutions.
What is the difference between primary and secondary markets?
What is the difference between primary and secondary markets?
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What is the difference between public and private markets?
What is the difference between public and private markets?
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What is liquidity?
What is liquidity?
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Flashcards
Capital
Capital
Anything that confers value or benefit to its owner.
Types of Capital
Types of Capital
Monetary & non-monetary resources for growth, including Economic, Business, Working, Equity, Debt, and Trading capital.
Capital Markets
Capital Markets
Venues where funds are exchanged between buyers and sellers in the form of securities.
Primary Markets
Primary Markets
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Secondary Markets
Secondary Markets
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Public Markets
Public Markets
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Private Markets
Private Markets
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Liquidity
Liquidity
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SEC
SEC
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Investment Company Act of 1940
Investment Company Act of 1940
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Private Placement
Private Placement
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Reg D
Reg D
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Accredited Investor
Accredited Investor
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Rule 506(b)
Rule 506(b)
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Rule 506(c)
Rule 506(c)
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Mini-IPO (Reg A)
Mini-IPO (Reg A)
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Brady Bonds
Brady Bonds
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Sovereign Debt Restructuring Mechanism (SDRM)
Sovereign Debt Restructuring Mechanism (SDRM)
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Regulation S
Regulation S
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Country Risk in EM
Country Risk in EM
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Flight Capital
Flight Capital
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The Lost Decade
The Lost Decade
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Conversion Mechanism of Brady Bonds
Conversion Mechanism of Brady Bonds
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Brady Bond Collateral
Brady Bond Collateral
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Global Depository Receipt (GDR)
Global Depository Receipt (GDR)
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American Depository Receipt (ADR)
American Depository Receipt (ADR)
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Holdout Creditor Issue
Holdout Creditor Issue
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The Baker Plan
The Baker Plan
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The Brady Plan
The Brady Plan
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Study Notes
Capital Markets
- Capital is anything with value to its owner, vital for companies and economies
- Types of Capital:
- Economic capital: monetary and non-monetary resources boosting growth
- Business capital: money and productive assets for growth
- Working capital: daily operational funding
- Equity capital: value creation funding
- Debt capital: short-term/long-term, sometimes project funding
- Trading capital: regulatory minimum fund requirement
- Capital markets are venues where funds are exchanged (equity, bonds, etc.)
- Suppliers and users of capital include households and institutions
- Primary market: new securities (stock, bonds) are issued and sold.
- Secondary market: existing securities are traded.
- Public market: securities are offered/traded to the public (most liquid).
- Private market: restricted offering/sale/trading (private placements).
- Liquidity: ability to provide the lifeblood of economies/companies (availability of capital), market for speed of sale, financial for meeting obligations.
- Large public markets boost security liquidity.
History of Capital Markets
- Early in Netherlands (14/15 cen), US (18th cen)
- "Robber Barons" = wealthy industrialists. "Bucket Shops"= no underlying securities.
- WWI boom, New Deal/WWII growth, energy/inflation crises, 2000s market fluctuations/illiquidity.
Securities Laws
- Securities Act of 1933: regulates sales to issuers.
- Main objectives to ensure investors have all material (average investor would find relevant) information before investing and prevent fraud.
- Registration requirements for public offerings, disclosure/registration process detailed.
- Foreign companies issuing in foreign markets and PIPEs (private investment in public equity) aren’t subject.
- Prospectus: investment report in public offerings (often with “red herring” preliminary form).
- Private placements: securities sales outside public markets, do not need SEC registration, but still need to follow anti-fraud provisions.
- Materiality definition can be different in private placements.
Securities Act of 1934
- Regulates trading on secondary markets
- Created the Securities and Exchange Commission (SEC).
- Increased public company disclosures.
- Covers proxy solicitations and tender offers.
- SEC role: regulates market conduct, registers and regulates players (brokerages, custodians, SROs), disciplines entities, requires reporting.
- Public reporting companies: made a registered public offering, certain assets/investors, listed securities requirements.
Other Acts
- Investment Company Act of 1940: regulates companies investing in securities.
- Investment Advisers Act of 1940: registers investment advisors.
- Trust Indenture Act of 1939: debt securities offered to the public need a trust indenture.
- Sarbanes-Oxley Act of 2002: enhanced corporate responsibility, disclosure, and accounting oversight.
- Dodd-Frank Act of 2010: comprehensive financial regulation overhaul.
- JOBS Act of 2012: reduced regulation for business access to public capital markets.
Regulations
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Regulation D: Rule 504 (microcaps, up to $10m), 506 (established issuers, unlimited but pre-existing relationship or accredited investors).
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Rule 504 ($10 million in any 12-month period, sold to any investor type, microcaps)
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Rule 506 (unlimited amount, to unlimited accredited but 35 other non-accredited investors)
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Regulation A: "mini-IPO" (public sale of securities, less disclosure, fastest route to the public markets).
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Rule 144A: resale of unregistered securities to Qualified Institutional Buyers (QIBs), exclusively for QIBs, no trading prohibition.
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Regulation S: offshore offerings not subject to U.S. registration requirements, when it is not subject to '33 Act
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Interplay of Reg S and Rule 144A: facilitates global offerings, private placements in the U.S., concurrent use, fungible (one can be exchanged for the other identical thing)
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ADRs (American Depository Receipts): negotiable certificates representing ownership in non-US company shares, traded in US dollars, cleared through US systems
- Levels I, II, and III have differing SEC requirements.
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GDRs (Global Depository Receipts): similar to ADRs, trade internationally.
Cases: Brazil and The Lost Decade
- Brazil: Instruction 169 and Constitutional changes accelerated foreign investment.
- The Lost Decade (1980s):
- Emerging markets heavy reliance on bank loans (restrictive foreign investment laws).
- "Country risk" was underestimated initially.
- Flight capital reduced potential capital return.
- Rising interest rates and devaluing currencies complicated loan payments.
- Banks had "cushions" but loans and interest grew to exceed cushion size.
- Mexico's moratorium triggered a cascade of defaults.
- Restructuring agreements (Baker, Brady plans): new loans, structural reform, but no debt forgiveness.
- Brady bonds: reduced and exchanged loans for liquid bonds, collateralized/US government backed.
- Challenges to sovereign debt restructuring:
- No tribunal to enforce agreements.
- Difficult to get full consensus due to holdouts, no collections mechanism.
- Argentina defaulted to commercial debt, wanted to write off 75% and faced lawsuits.
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Description
Explore the essentials of capital markets including types of capital, market structures, and liquidity. This quiz covers both primary and secondary markets, as well as the differences between public and private offerings. Test your knowledge on how these markets function and their importance to economies.