Organizational Forms, Corporate Issuer Features, and Ownership

Corporate Issuers

Organizational Forms of Businesses

Learning Outcome Statement:

compare the organizational forms of businesses

Summary:

This LOS explores the different organizational forms of businesses, focusing on their legal identity, owner-manager relationships, owner liability, taxation, and access to financing. It covers sole proprietorships, partnerships (general, limited, and limited liability partnerships), and limited companies (private and public). Each form has distinct characteristics that affect their operation, financial structure, and legal obligations.

Key Concepts:

Sole Proprietorship

A sole proprietorship is the simplest form of business, where the owner has full control and unlimited liability. The business is not legally separate from the owner, and profits are taxed as personal income. Access to financing is limited to personal funds and credit.

General Partnership

In a general partnership, two or more owners share control, profits, and unlimited liability. Partnerships can be formed with or without a formal agreement and are pass-through entities for tax purposes.

Limited Partnership

A limited partnership includes at least one general partner with unlimited liability and one or more limited partners with liability restricted to their investment. Limited partners typically do not manage the business. Profits and losses are shared as per the partnership agreement.

Limited Liability Partnership (LLP)

An LLP is a partnership where all partners have limited liability and can participate in management. It is common in professional services and limits the personal risk to the partners.

Private Limited Company

A private limited company features limited liability for owners, separation of ownership and management, and easier transferability of shares compared to partnerships. It is taxed at the shareholder level if profits are distributed.

Public Limited Company

A public limited company can have an unlimited number of shareholders, making it ideal for accessing vast capital. It features limited liability, separation of ownership and management, and is subject to double taxation (corporate level and upon dividend distribution).

Key Features of Corporate Issuers

Learning Outcome Statement:

describe key features of corporate issuers

Summary:

This LOS explores the key features of corporate issuers, focusing on their legal identity, owner-manager separation, shareholder liability, external financing, and taxation. Understanding these features is crucial for financial analysts as corporate issuers raise significant capital in financial markets.

Key Concepts:

Owner-Manager Separation

Corporations feature a separation between owners (shareholders) and operators (management). Shareholders elect a board of directors who appoint management responsible for the corporation's operations. This separation allows corporations to attract investors who prefer not to manage day-to-day operations.

Owner/Shareholder Liability

Shareholders have limited liability, meaning they can only lose their investment in the corporation and are not liable for corporate debts unless they provide personal guarantees.

External Financing

Corporations can access external financing more easily due to the separation of ownership and management. They can raise funds through equity by selling shares or through debt by issuing bonds, loans, and leases.

Taxation

Corporations are taxed on their profits, which may differ from financial statement profits due to different tax codes. Shareholders might face double taxation where dividends are taxed at both corporate and personal levels, depending on the jurisdiction.

Formulas:

Total Tax Rate Calculation

Total Tax Rate=Corporate Taxes+Investor Dividend TaxPre-Tax Income\text{Total Tax Rate} = \frac{\text{Corporate Taxes} + \text{Investor Dividend Tax}}{\text{Pre-Tax Income}}

This formula calculates the total tax rate as a percentage of pre-tax income, considering both corporate taxes and taxes on dividends paid by investors.

Variables:
CorporateTaxesCorporate Taxes:
Taxes paid at the corporate level
InvestorDividendTaxInvestor Dividend Tax:
Taxes paid by investors on dividends
PreTaxIncomePre-Tax Income:
Income before any taxes are deducted
Units: percentage

Publicly vs. Privately Owned Corporate Issuers

Learning Outcome Statement:

compare publicly and privately owned corporate issuers

Summary:

This LOS explores the differences between publicly and privately owned corporate issuers, focusing on aspects such as exchange listing, liquidity, price transparency, share issuance, registration and disclosure requirements, and the processes involved in transitioning from private to public and vice versa. It also discusses the variety of corporate owners and their impact on company structure and public perception.

Key Concepts:

Exchange Listing, Liquidity, and Price Transparency

Public companies are listed on stock exchanges which enhances liquidity and price transparency. This allows for easy transfer of ownership through buy and sell orders. Private companies, however, do not have listed shares, making their ownership transfer more complex and less transparent.

Share Issuance

Public companies can issue shares that are traded on the secondary market, providing them with greater access to capital. Private companies typically engage in private placements with more restrictive investor qualifications and longer holding periods.

Registration and Disclosure Requirements

Public companies face stringent regulatory requirements including regular financial disclosures and compliance checks. Private companies have fewer disclosure obligations, offering more privacy but less transparency for investors.

Going from Private to Public

Private companies can go public through IPOs, direct listings, or acquisitions. Each method has different implications for capital raising, shareholder dilution, and regulatory requirements.

Going from Public to Private

Public companies may go private through buyouts, often financed by debt. This process is typically initiated by investors who believe they can enhance value away from public markets.

The Varieties of Corporate Owners

Corporate ownership can vary widely from individual and institutional investors to governments and non-profits, each bringing different objectives and influences on company operations.