COMMON STOCKS Common stock is a form of corporate equity ownership, a type of security. It is called "common" to distinguish it from preferred stock. In the event of bankruptcy, common stock investors receive their funds after preferred stock holders, bondholders, creditors, etc. On the other hand, common shares on average perform better than preferred shares or bonds over time. Common stock is usually voting shares, though not always. Holders of common stock are able to influence the corporation through votes on establishing corporate objectives and policy, stock splits, and electing the company's board of directors. Some holders of common stock also receive preemptive rights, which enable them to retain their proportional ownership in a company should it issue another stock offering. There is no fixed dividend paid out to common stock holders and so their returns are uncertain, contingent on earnings, company reinvestment, efficiency of the market to value and sell stock STOCK EXCHANGE A stock exchange is an entity that provides "trading" facilities for stock brokers and traders, to trade stocks, bonds, and other securities. Stock exchanges also provide facilities for issue and redemption of securities and other financial instruments, and capital events including the payment of income and dividends. Securities traded on a stock exchange include shares issued by companies, unit trusts, derivatives, pooled investment products and bonds. OVER THE COUNTER A security traded in some context other than on a formal exchange such as the NYSE, TSX, AMEX, etc. The phrase "over-the-counter" can be used to refer to stocks that trade via a dealer network as opposed to on a centralized exchange. It also refers to debt securities and other financial instruments such as derivatives, which are traded through a dealer network. Over-the-counter (OTC) or off-exchange trading is to trade financial instruments such as stocks, bonds, commodities or derivatives directly between two parties. It is contrasted with exchange trading, which occurs via facilities constructed for the purpose of trading, such as futures exchanges or stock exchanges. 1 NEW YORK STOCK EXCHANGE The New York Stock Exchange (NYSE) is a stock exchange located at 11 Wall Street in lower Manhattan, New York City, USA. It is the world's largest stock exchange by market capitalization of its listed companies at US$ 11.92 trillion as of Aug 2010. Average daily trading value was approximately US$ 153 billion in 2008. On the NYSE, all trades occur in a physical place. The NYSE is an auction market , wherein individuals are typically buying and selling between one another and there is an auction occurring; that is, the highest bidding price will be matched with the lowest asking price. The companies on NYSE are perceived to be more well established. Its listings include many of the blue chip firms and industrials that were around before our parents, and its stocks are considered to be more stable and established. A company's decision to list on a particular exchange is affected also by the listing costs and requirements set by each individual exchange. The entry fee a company can expect to pay on the NYSE is up to $250,000 while on the Nasdaq, it is only $50,000-$75,000. NASDAQ The Nasdaq, on the other hand, is located not on a physical trading floor but on a telecommunications network. People are not on a floor of the exchange matching buy and sell orders on behalf of investors. Instead, trading takes place directly between investors and their buyers or sellers, who are the market makers through an elaborate system of companies electronically connected to one another. The Nasdaq is a dealer's market. The Nasdaq is typically known as a high-tech market, attracting many of the firms dealing with the internet or electronics. Accordingly, the stocks on this exchange are considered to be more volatile and growth oriented. THIRD MARKET Third market in finance, refers to the trading of exchange-listed securities in the overthe-counter (OTC) market. These trades allow institutional investors to trade blocks of securities directly, rather than through an exchange, providing liquidity and anonymity to buyers. 2 FOURTH MARKET Fourth market trading is direct institution-to-institution trading without using the service of broker-dealers. It is impossible to estimate the volume of fourth market activity because trades are not subject to reporting requirements. Studies have suggested that several million shares are traded per day. THE PRIMARY MARKETS Financial markets can be categorized as those dealing with newly issued financial claims, called the primary market; and those for exchanging financial claims previously issued, called the secondary market, or the market for seasoned securities. PREEMPTIVE RIGHTS A corporation can issue new common stock directly to existing shareholders via a preemptive rights offering. A preemptive rights grants existing shareholders the rights to buy some proportion of the new shares issued at a price below market value. The price at which new shares can be purchased is called the subscription price. World Capital Market Integration and Fund Raising Implications An entity may seek funds outside its local capital market with the expectation of doing so at a lower cost than if its funds are raised in its local capital market. Whether lower costs are possible depends on the degree of integration of capital markets. At the two extremes, the world capital markets can be classified as either completely segmented or completely integrated. In the former case, investors in one country are not permitted to invest in the securities issued by an entity in another country. As a result, in a completely segmented market, the required return on securities of comparable risk traded in different capital markets throughout the world will be different even after adjusting for taxes and foreign exchange rates. An entity may be able to raise funds in the capital market of another country at a cost that is lower than doing so in its local capital market. Motivation For Raising Funds Outside Of the Domestic Market A corporation may seek to raise funds outside of its domestic market for four reasons. First, in some countries, large corporations seeking to raise a substantial amount of funds may have no other choice but to obtain financing in either the foreign market 3 sector of another country or the Euromarket, because the fund-raising corporation's domestic market is not fully developed enough to be able to satisfy its demand for funds on globally competitive terms. The second reason is the opportunities for obtaining a reduced cost of funding (taking into consideration issuing costs) compared to that available in the domestic market. In the case of debt the cost will reflect two factors: (1) the risk-free rate, which is accepted as the interest rate on a U.S. Treasury security with the same maturity or some other low-risk security (called the base rate); and (2) a spread to reflect the greater risks that investors perceive as being associated with the issue or issuer. The third reason to seek funds in foreign markets is a desire by corporate treasurers to diversify their source of funding in order to reduce reliance on domestic investors. In the case of equities, diversifying funding sources may encourage foreign investors who have different perspectives of the future performance of the corporation. Two additional advantages of raising foreign equity funds, from the perspective of U.S. corporations, include (1) some market observers believe that certain foreign investors are more loyal to corporations and look at long-term performance rather than shortterm performance as do investors in the United States;6 and (2) diversifying the investor base reduces the dominance of U.S. institutional holdings and its impact on corporate governance. Finally, a corporation may issue a security denominated in a foreign currency as part of its overall foreign currency management. For example, consider a U.S. corporation that plans to build a factory in a foreign country where the construction costs will be denominated in the foreign currency. Also assume that the corporation plans to sell the output of the factory in the same foreign country. Therefore, the revenue will be denominated in the foreign currency. PRIMARY MARKETS AND SECONDARY MARKETS Businesses and governments raise capital in primary markets , selling stocks and bonds to investors and collecting the cash. In secondary markets, investors buy and sell the stocks and bonds among themselves. The issuer of the asset doesn’t receive funds from the buyer. Functions of Secondary Markets Provides regular information about the value of security. Helps to observe prices of bonds and their interest rates. 4 Offers to investors liquidity for their assets. Secondary markets bring together many interested parties. It keeps the cost of transactions low. PERFECT MARKET In perfect market, all buyers and sellers are price takers and market price is determined at the point that supply equals demand. FEATURES OF PERFECT MARKETS There are many buyers and sellers so that no one individual can influence market price. Producers and consumers have perfect knowledge of events in the market. Firms and customers act individually to maximize their position. There are no barriers to entry or exit. Brokers A broker is an entity that acts on behalf of an investor who wishes to execute orders. In economic and legal terms, a broker is said to be an “agent” of the investors. Brokers aid investors by collecting and transmitting orders to the market, by bringing willing buyers and sellers together, by negotiating prices, and by executing order. The fee for these service is the broker’s commission. Dealers perform 3 functions in markets 1. They provide the opportunity for investors to trade immediately rather than waiting for the arrival of sufficient orders on the other side of the trade(“immediacy”) and dealers do this while maintaining short-run price stability (“continuity”) 2. Dealers offer price information to market participants 3. In certain market structures, dealers serve as auctioneers in bringing order and fairness to a market. Dealers have to be compensated for bearing risk. A dealer’s position may involve carrying inventory of a security(a long position) or selling a security that is not in inventory(a short position). 5 PRICING EFFICIENCY Pricing efficiency refers to a market where prices at all times fully reflect all available information that is relevant to the valuation of securities THREE FORMS In defining the relevant information set that prices should reflect. Pricing efficiency of a market was classified in three forms. Weak efficiency Semi-strong efficiency Strong efficiency Weak efficiency : means that price of the security reflect the past price and trading history of the securities. Keen investors looking for profitable companies can earn profits by researching financial statements. Semi-strong efficiency : means that the price of the security reflects all public information which includes but is not limited to historical price and trading patterns. Meaning that neither fundamental nor technical analysis can be used to achieve superior gains. Strong efficiency : exists in a market where the price of security reflects all information whether or not it is publicly available. Not even insider information could give an investor the advantage. TRANSACTION COSTS Transaction costs consist of commissions, fees, execution costs and opportunity costs. Commissions are the fees paid to brokers to trade securities. Fees are separated two group custodial fees and transfer fees. Custodial fees are fees charged by an institution that hold securities in safekeeping for an investor. Execution costs represent the difference between the execution price of a security and the price that would have existed in the absence of the trade. 6 OPPORTUNITY COSTS The cost of not transacting represents an opportunity cost. It may arise when a desired trade fails to be executed. This component of costs represents the difference in performance between an investor’s desired investment and the same investor’s actual investment after adjusting for execution costs, commissions and fees. WHAT A FUTURES CONTRACT IS? • A futures contract is an agreement that requires a party to the agreement either to buy or sell something at a designated future date at a predetermined price. • Futures contracts are categorized as either commodity futures or financial futures. Commodity futures involve traditional agricultural commodities (such as grain and livestock), imported foodstuffs (such as coffee, cocoa, and sugar), and industrial commodities. Futures contracts based on a financial instrument or a financial index are known as financial futures. Financial futures can be classified as • (1) stock index futures • (2) interest rate futures • (3) currency futures. who do you use futures contracts markets? 1. Hedgers 2. Speculators 3. Brokers MECHANICS OF FUTURES TRADING • A futures contract is a firm legal agreement between a buyer and an established exchange or its clearinghouse in which the buyer agrees to take delivery of something at a specified price at the end of a designated period of time. The price at which the parties agree to transact in the future is called the futures price. The designated date at which the parties must transact is called the settlement date. LIQUIDATING A POSITION • Most financial futures contracts have settlement dates in the months of March, June, September, or December. • The contract with the closest settlement date is called the nearby futures contract. 7 • The contract farthest away in time from the settlement is called the most distant futures contract. • A party to a futures contract has two choices on liquidation of the position. First, the position can be liquidated prior to the settlement date. The alternative is to wait until the settlement date. Clearinghouse • A clearinghouse is agency associated with an exchange, which settles trades and regulates delivery. MARGIN REQUIREMENTS • When a position is first taken in a futures contract, the investor must deposit a minimum dollar amount per contract as specified by the exchange. • Three kinds of margins specified by the exchange: 1) initial margin (may be an interest-bearing security such as a Treasury bill, cash, or line of credit) 2) maintenance margin (specified by the exchange) 3) variation margin (additional margin to bring it back to the initial margin if the equity falls below the maintenance margin, must be in cash). FUTURES VERSUS FORWARD CONTRACTS • A forward contract, just like a futures contract, is an agreement for the future delivery of something at a specified price at the end of a designated period of time. Standardized contract Futures contracts Forward contracts yes no organized exchanges over-the-counter (delivery date, quality, quantity) Where to be traded (primary market) Credit risk (default instrument no yes yes no risk) Clearinghouse 8 Settlement marked-to-market end of the contract (daily) Margin requirement yes no Transaction cost low high Regulations yes no General Principles of Hedging With Futures • The major function of futures markets is to transfer price risk from hedgers to speculators. That is, risk is transferred from those willing to pay to avoid risk to those wanting to assume the risk in the hope of gain. Hedging in this case is the employment of a futures transaction as a temporary substitute for a transaction to be made in the cash market. The hedge position locks in a value for the cash position. As long as cash and futures prices move together, any loss realized on one position (whether cash or futures) will be offset by a profit on the other position. When the profit and loss are equal, the hedge is called a perfect hedge. The amount of the loss or profit on a hedge will be determined by the relationship between the cash price and the futures price when a hedge is placed and when it is lifted. The difference between the cash price and the futures price is called the basis. That is, basis = cash price - futures price • if a futures contract is priced according to its theoretical value, the difference between the cash price and the futures price should be equal to the cost of carry. The risk that the hedger takes is that the basis will change, called basis risk. INSURANCE COMPANIES Insurance companıes promise to pay specıfıed sums contıgent on the occurance of future events,such as death or an automobile accident. Insurance companies are risk bearers. They accept or underwrite the risk in return for an insurance premium paid by the polıcyholder or owner of the policy. 9 A major task for the ınsurance company is deciding which applications for ınsurance they should accept and which ones should reject.they must also determine how much to charge for the insurance if they accept the applicatıons .this decısıons called the underwrıtıng process. INVESTMENT BANKING Investment banking firm performs two general functions: • To assist in obtaining funds for the capital seekers. • To act as a brokers or dealer for the capital provider. • The traditional role associated with investment banking is underwriting of securities. The traditional process in U.S for issuing in new securities involves investment bankers performing one or more of following three functions. 1. Advising the issuer on the terms and the timing of the offering 2. Buying the securities from the issuer 3. Distributing the issue to public UNDERWRTING Buying the securities from the issuer is called underwriting. When an investment banking firms buys the securities from issuer and accepts the risk of selling securities to investor at a lower price, it is referred underwriter. PRIVATIZATION Investment bankers also may assist in offering the securities of government-owned companies to private investors. This process is referred to as privatization. RISKLESS ARBITRAGE Profiting from price differences when the same asset is traded in different markets. For example, an arbitrageur simultaneously buys one contract of silver in the Chicago market and sells one contract of silver at a different price in the New York market, locking in a profit if the selling price is higher than the buying price. RISK ARBITRAGE A form of arbitrage which involves the simultaneous purchase of shares in one company and the short sale of assets in another. This strategy is typically used in expectation of a pending 10 announcement of a take-over by a company. By purchasing shares in the company that is expected to be taken over and selling short shares in the acquiring company, an investor hopes to gain from both sides of the trade. Risk arbitrage may also be used in situations involving tender offers or reorganizations. Also called equity arbitrage. Firm A may make an offer to acquire Firm B by exchanging one share of its own stock for two shares of Firm B's stock. If the stock of Firm A is trading at $50 and the stock of Firm B is trading at $23, the risk arbitrager would buy shares in Firm B and sell short one-half this number of shares in Firm A. If the buyout offer is, the two stocks will exchange on a one-fortwo basis and the arbitrage position will be profitable. The risk is that the buyout will be unsuccessful and the exchange of stock will not take place. SECURITIZATION OF ASSETS securitization of home mortgage loans to create mortgage-backed securities was the first example of the process. securities backed by a pool of loans or receivables are called asset-backed securities when an investment banker works with a corporation to issue an asset-backed security it generates revenue from the bid-ask spread in the sale of the security when an investment banker buys loan and receivables and then issues securities ,it generates a profit on an asset-backed security transaction as follows; the differences between the price the security is sold for minus the price it paid to purchase to collateral minus the interest cost of "warehousing" the collateral purchased until the securities are sold. 11