Corporate Issuers Study Notes

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Questions and Answers

What is the purpose of the CFA Institute publication mentioned?

  • To serve as a marketing tool for financial products
  • To present accurate and authoritative information on the subject matter (correct)
  • To provide extensive legal advice
  • To offer professional accounting services

Which of the following statements is true regarding the CFA Institute trademarks?

  • All trademarks are exclusively owned by third parties
  • CFA Institute has no ownership over its registered marks
  • CFA Institute marks are not protected under copyright
  • The trademarks are used solely for identification purposes (correct)

What should individuals seek if they require expert assistance?

  • Guidance from CFA Institute
  • General advice from online forums
  • The services of a competent professional (correct)
  • The opinions of financial analysts

What is the ISBN for the paper edition of the publication?

<p>9781961409002 (C)</p> Signup and view all the answers

What does the CFA Institute publication disclaim about the services it provides?

<p>It is not engaged in rendering professional services (C)</p> Signup and view all the answers

What is a key characteristic of a sole trader?

<p>Simplicity in formation and operation (A)</p> Signup and view all the answers

Which organizational form typically provides ownership separation between managers and owners?

<p>Limited Companies (B)</p> Signup and view all the answers

What does owner/shareholder liability refer to in corporate issuers?

<p>Limited liability to the extent of investment (C)</p> Signup and view all the answers

What distinguishes publicly held companies from privately held companies?

<p>Access to public equity markets (D)</p> Signup and view all the answers

Which of the following is a disadvantage of partnerships?

<p>Increased liability for personal assets (C)</p> Signup and view all the answers

What percentage of share ownership did the Meyers Family hold as of 31 December 2021?

<p>33% (D)</p> Signup and view all the answers

What is the purpose of an exchange listing for shares?

<p>To allow for immediate buy and sell transactions (C)</p> Signup and view all the answers

Which entity owned 23% of the shares as of the end of 2021?

<p>Nestlé (D)</p> Signup and view all the answers

How can investors track the value changes of a company's shares?

<p>Through price transparency provided by exchange listings (C)</p> Signup and view all the answers

If a company shares trade infrequently, what can be expected when trying to sell a large number of shares?

<p>Potential delays in completing the sale (C)</p> Signup and view all the answers

What causes double taxation in the context of corporate income?

<p>Dividend income is taxed at both the corporate level and the shareholders’ personal levels. (D)</p> Signup and view all the answers

Which factor would likely discourage shareholders from distributing profits?

<p>A high tax rate on shareholders’ dividend income. (A)</p> Signup and view all the answers

If Auchan were organized as a limited partnership, how much tax would be paid at the personal level on its pre-tax profit of €838 million?

<p>€251.4 million (C)</p> Signup and view all the answers

How much more tax would Auchan pay in its corporate form compared to a limited partnership?

<p>€184.8 million (D)</p> Signup and view all the answers

Which statement about corporate issuers is incorrect?

<p>Dividends are taxed at a lower rate compared to corporate income. (C)</p> Signup and view all the answers

What is a potential consequence of high taxes on shareholders' dividend income?

<p>Preference for retaining profits. (D)</p> Signup and view all the answers

What tax rate is applied to Auchan’s pre-tax profits at the corporate level?

<p>31.5% (B)</p> Signup and view all the answers

If Auchan were a limited partnership, what would happen to the tax burden related to distributions?

<p>Taxes would only be paid at the personal level. (A)</p> Signup and view all the answers

Which of the following is a typical characteristic of public companies?

<p>Shares trade on an exchange (D)</p> Signup and view all the answers

What is a common requirement that both public and private companies must meet concerning their shares?

<p>Shares must meet exchange listing requirements (C)</p> Signup and view all the answers

In the context of private companies, which of the following statements is true?

<p>Private companies are often subject to fewer regulatory requirements (D)</p> Signup and view all the answers

What distinguishes public companies from private companies?

<p>Public companies provide mandated disclosures (A)</p> Signup and view all the answers

Which of the following best describes a key feature of a private company's stock trading?

<p>Shares of private companies typically do not trade on an exchange (A)</p> Signup and view all the answers

What distinguishes public company shares from private company shares in terms of market trading?

<p>Public company shares can be traded in the secondary market once issued. (A)</p> Signup and view all the answers

In what way do private investors typically engage with private companies compared to public companies?

<p>They often participate in private placements. (B)</p> Signup and view all the answers

What is a key feature of financing in the primary market for private companies?

<p>It typically involves fewer investors with longer holding periods. (D)</p> Signup and view all the answers

What does Exhibit 12 illustrate about public companies?

<p>The ability for investors to trade shares actively in the secondary market. (A)</p> Signup and view all the answers

What aspect of private placements differs between public and private companies?

<p>Terms of private placements for private companies are legally documented. (D)</p> Signup and view all the answers

How does the sum of financing typically compare between public and private companies?

<p>Public companies usually access larger amounts of financing. (A)</p> Signup and view all the answers

What is a common expectation about the holding period for investors in private companies?

<p>Investors typically have long holding periods. (C)</p> Signup and view all the answers

Which of the following statements is true about the nature of public issuers?

<p>Public issuers can trade shares actively in the secondary market. (D)</p> Signup and view all the answers

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Flashcards

CFA Institute

The CFA Institute is a global professional organization that offers the Chartered Financial Analyst (CFA) designation.

CFA Program

The CFA Program is a globally recognized professional credentialing program for investment professionals.

AIMR-PPS®

The AIMR-PPS® is a performance presentation standards framework developed by the CFA Institute.

GIPS®

The GIPS® are global investment performance standards designed to promote fair and transparent reporting of investment performance.

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Copyright

A copyright covers the rights to reproduce, distribute, and create derivative works from a particular work.

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Sole Trader or Proprietorship

A business structure where a single individual owns and operates the entire business, bearing all the risks and profits.

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Partnerships

A business structure involving two or more individuals who share ownership, risks, and profits.

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Limited Companies

A legal entity separate from its owners, with limited liability, and the ability to raise capital through the issuance of shares.

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Organizational Forms of Businesses

The way a company is legally formed and structured, affecting its operations and ownership.

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Key Features of Corporate Issuers

Key features of corporate issuers, including their legal identity, separation of ownership and management, limited liability, and ability to raise capital from external sources.

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Double Taxation

Double taxation occurs when a company's profits are taxed at both the corporate level and the shareholder level. This means that shareholders receive dividends that have already been taxed once.

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Tax Disadvantage

A tax disadvantage occurs when a business structure leads to a higher overall tax burden compared to other structures. This can be due to different tax rates or the way profits are taxed.

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Limited Partnership Taxation

In a limited partnership, profits are passed through directly to the partners and taxed only at the individual level.

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Corporate Legal Separation

A corporation is a legal entity distinct from its owners. The owners, or shareholders, are not personally liable for the corporation's debts.

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Corporate Tax Rate Impact on Profit Distribution

A high corporate tax rate can incentivize companies to retain profits instead of distributing them as dividends. This is because shareholders would face a higher tax burden on dividend income.

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Dividend Distribution

Corporations can distribute profits to shareholders through dividends, which are payments made to shareholders from the company's profits.

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Calculating Tax Disadvantage

The amount of tax disadvantage for a corporation compared to a limited partnership can be calculated by comparing the total taxes paid under each structure.

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Calculating Tax Disadvantage

The amount of tax disadvantage for a corporation compared to a limited partnership can be calculated by comparing the total taxes paid under each structure.

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Exchange Listing and Liquidity

The ability for investors to buy and sell shares of a company quickly and easily on an exchange.

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Price Transparency

The transparency of share prices on an exchange, allowing investors to track how a company's value changes.

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Free Float

The percentage of a company's shares that are available for trading by the public.

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Secondary Market

The purchase and sale of shares of a company on an exchange after the initial public offering (IPO).

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Secondary Market

A market where investors can buy and sell shares of a company directly from one another.

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Public Company Share Trading

Shareholders in a publicly traded company are able to buy and sell their shares freely on an exchange, making it easier to transfer ownership and raise capital.

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Private Company Disclosures

Private companies are not required to disclose detailed financial information to the public, protecting their proprietary strategies and information.

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Public Company Regulation

Public companies face stringent regulatory requirements from government agencies, such as the Securities and Exchange Commission (SEC) in the US, which impose reporting and transparency obligations.

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Private Company Share Exchange

Private companies may trade their shares on an exchange, but they are not obligated to do so. The decision to trade publicly depends on factors like growth strategy and funding needs.

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Public Company Exchange Listing

Public companies need to meet specific listing requirements to be traded on an exchange, ensuring they meet minimum standards for transparency and financial performance.

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Private Company Financing

Private companies typically raise smaller amounts of capital from fewer investors who hold their shares for longer periods.

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Going Public

When a private company goes public, its shares become available for trading in the secondary market.

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Private Placement

Private placements allow private companies to sell shares to a select group of investors.

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Public Company Private Placements

Public companies can also conduct private placements, but they are subject to regulatory constraints from the Securities and Exchange Commission (SEC).

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Private Placement Legal Document

Private placements for private companies are outlined in a legal document, which describes the terms and conditions of the sale.

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Debt and Equity Financing

Both public and private companies can raise money through debt or equity financing.

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Study Notes

Corporate Issuers: Study Notes

  • Organizational Forms: Businesses can be organized as sole traders, partnerships, or limited companies.
    • Sole Trader/Proprietorship: One owner, owner is personally liable for business debts.
    • Partnerships: Two or more owners, owners are personally liable for business debts.
    • Limited Companies: Separate legal entity from owners, owners (shareholders) have limited liability.
  • Key Features of Corporate Issuers:
    • Legal Identity: Corporations are separate legal entities from their owners.
    • Owner-Manager Separation: Owners (shareholders) are often separate from managers.
    • Owner/Shareholder Liability: Limited liability protects shareholders from personal liability beyond their investment.
    • External Financing: Corporations can raise capital through various means, like issuing stocks.
    • Taxation: Corporate income is taxed, and dividends are also taxed at the shareholder level (double taxation).
  • Publicly vs. Privately Held Companies:
    • Public Companies: Issued shares trade on exchanges, more readily transferred, price transparency, larger amounts of financing
      • Share Issuance: Issued shares can be traded in the secondary market, greater funding access.
      • Exchange Listing: This allows easy transfer, liquidity, and price transparency
      • Typical Entity Relationships: There are mandated disclosures and registration to the regulator for trading.
    • Private Companies: Shares are not publicly traded, often involving private placements, fewer investors, longer holding periods, and smaller amounts of financing.
      • Share Issuance: Shares may be purchased through private placements.
      • Typical Entity Relationships: Disclosure requirements are less strict than public companies.
  • Tax Disadvantage of Corporate Form:
    • Double taxation (corporate and personal) reduces after-tax profit compared to a pass-through entity like a limited partnership.
  • Key Differences Between Public and Private Companies (Example):
    • Auchan Holding: A corporation with €838 million in pre-tax profit, €251.4 million in total tax if all profits were distributed.
      • This tax liability would reduce by €184.8 million if it were structured as a partnership.
  • Knowledge Check (Question 1):
    • Match company characteristics to categories (publicly held, privately held, both).

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