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PowerPoint Slides for: Financial Markets and Institutions 6th Edition By Jeff Madura Prepared by David R. Durst The University of Akron CHAPTER 10 Stock Offerings and Investor Monitoring Chapter Objectives Describe the stock exchanges where stocks are traded  Analyze the process of the initial public offering of stock by a company  Be able to interpret a stock quote  Explain the institutional use of stock markets  Describe the globalization of stock markets  Copyright© 2002 Thomson Publishing. All rights reserved. Background on Common Stock  Common stock = certificate representing equity or partial ownership in a corporation Issued in primary market by corporations that need long-term funds Stock is then traded in the secondary market, creating liquidity for investors and company evaluation for managers Copyright© 2002 Thomson Publishing. All rights reserved. Background on Common Stock Ownership and Voting Rights  Owners of common stock vote on: Election of board of directors Authorization to issue new shares Amendments to corporate charter Other major events Many investor assign their vote to management via a proxy  Households own about half of all common stock, the rest is owned by institutional investors  Copyright© 2002 Thomson Publishing. All rights reserved. Background on Preferred Stock Represents equity or ownership interest, but usually no voting rights  Trade voting rights for stated fixed annual dividend  Dividend paid before common if dividends are declared by board of directors  Dividend may be omitted  Cumulative provision  If common dividend paid, preferred dividend fixed  Copyright© 2002 Thomson Publishing. All rights reserved. Public Placement of Stock  Initial public offerings (IPOs) First-time offering of shares to the public  Firm must provide information to public  Registration statement to SEC Prospectus Firm  is assisted by an investment banker Performance of IPOs Price generally rises on first day Longer-term performance of IPOs is poor Copyright© 2002 Thomson Publishing. All rights reserved. Public Placement of Stock  Secondary stock offerings   New stock issued by firm that already has shares outstanding Shelf Registration 1982 SEC rule  Allows firms to place securities without the time lag associated with registering with SEC  Copyright© 2002 Thomson Publishing. All rights reserved. Stock Secondary Markets Organized Exchanges Execute secondary market transactions  Examples: NYSE, AMEX, Midwest, Pacific  NYSE is largest, controlling 80 percent of value of all organized exchanges  Must own a seat on exchange in order to trade Trading resembles an auction Copyright© 2002 Thomson Publishing. All rights reserved. Stock Secondary Markets Over-the-Counter Market No trading floor or specific location  Telecommunications network  Nasdaq  National Association of Securities Dealers Automatic Quotations Thousands of small firms, plus high-tech giants  Pink sheets Tiny firms that do not meet requirements for NASDAQ Copyright© 2002 Thomson Publishing. All rights reserved. Stock Secondary Markets Trend: Consolidation of stock exchanges  Market microstructure   Specialists, floor brokers, and market-makers Role  of specialists Types of orders Market order Limit order Stop order Copyright© 2002 Thomson Publishing. All rights reserved. Stock Secondary Markets  Changes in technology Online trading Real-time quotes Company information Electronic Communications Networks (ECNs)  Margin requirements Specify amount of borrowed versus amount in cash Copyright© 2002 Thomson Publishing. All rights reserved. Stock Secondary Markets  Purchasing stock on margin Borrow a portion of the funds from broker Margin is the amount of equity an investor provide Magnifies returns (both good and bad)  Short sales Borrow stock and sell Repay stock loan, hopefully at a lower price Investor able to have potential profit from decline in stock price Copyright© 2002 Thomson Publishing. All rights reserved. Regulation of Trading on Stock Exchanges Securities Act Of 1933 and 1934 Securities And Exchange Commission National Association Of Securities Dealers (NASD) Regulate minimum information for investor and broker/dealer business practices Circuit breakers Copyright© 2002 Thomson Publishing. All rights reserved. Stock Quotation  Stock Quotation 52-week price range (high/low and YTD% change)  Stock symbol  Dividend annualized and dividend yield  Price-earnings ratio  Volume in round lots  Previous day’s price close and net daily change  Remainders in cents, not eighths  Copyright© 2002 Thomson Publishing. All rights reserved. Exhibit 10.6 YTD % change Hi Lo Stock Sym DIV Yld% PE Vol 100s Last Net Chg 110.3 121.88 80.06 IBM IBM .56 .6 20 71979 93.77 11.06 Year-to-date percentage change in stock price Highest price of the stock in this year Lowest price of the stock in this year Annual dividend paid per year Dividend yield, which represents the annual dividend as a percentage of the prevailing stock price Priceearnings ratio based on the prevailing stock price Trading volume during the previous trading day Closing stock price Name of stock Stock Symbol Change in the stock price on the previous trading day from the close on the day before Copyright© 2002 Thomson Publishing. All rights reserved. Stock Indexes  Dow Jones Industrial Average Price-weighted average  30 large U.S. firms   Standard and Poor’s (S&P) 500 Value-weighted  500 large U.S. firms  New York Stock Exchange Indexes  Other Stock Indexes   Amex, NASDAQ Copyright© 2002 Thomson Publishing. All rights reserved. Stock Indexes  Investing in stock indexes Indexing  Has become very popular  Lower transactions costs Studies find that actively-managed funds do not outperform stock indexes  Examples of publicly traded stock indexes SPDRs  Diamonds  Copyright© 2002 Thomson Publishing. All rights reserved. Stock Market Performance  Comparing stock performance to bond performance Copyright© 2002 Thomson Publishing. All rights reserved. Investor Trading Decisions Stock value = proportional value of total company  Investor return = dividend yield + capital gain/loss  New information translated into trading decisions impacting supply/demand for shares  New equilibrium price established until new information appears  Copyright© 2002 Thomson Publishing. All rights reserved. Exhibit 10.8 New Favorable Information Disclosed to Investors New Unfavorable Information Disclosed to Investors Increased Valuation of Security by Investors Reduced Valuation of Security by Investors Increased Demand for Security Reduced Supply of Security for Sale Reduced Demand for Security Increased Supply of Security for Sale Increase in Equilibrium (Market) Price of Security Decrease in Equilibrium (Market) Price of Security Copyright© 2002 Thomson Publishing. All rights reserved. Institutional Participation in Stock Markets  Program trading by institutions Simultaneously buying and selling of a portfolio of at least 15 different stocks valued at more than $1 million  Most commonly used by securities firms  Program refers to the use of computers  Impact on stock volatility  Often blamed for rise or fall in stock market Studies show that program trading does not increase volatility Copyright© 2002 Thomson Publishing. All rights reserved. Investor Monitoring of Firms in the Stock Market  Shareholder activism An investor who is dissatisfied with the way managers are running a firm has three choices: Sell Do Nothing Flush! Shareholder Activism Copyright© 2002 Thomson Publishing. All rights reserved. Investor Monitoring of Firms in the Stock Market  Communication with the firm Effort to place pressure on management  Institutional investors  CALPERS TIAA Proxy contest  Shareholder lawsuits  Copyright© 2002 Thomson Publishing. All rights reserved. Corporate Monitoring of Firms in the Stock Market  Market for corporate control Stock price declines due to poor management  subject to possible takeover   Barriers to market for corporate control Antitakeover amendments  Poison pills  Golden parachutes  Copyright© 2002 Thomson Publishing. All rights reserved. Corporate Monitoring of Their Own Stock in the Stock Market  Stock repurchases Dividend alternative or undervalued stock  Excessive cash relative to +NPV investments   Leveraged buyouts (LBO)   If managers believe the stock price undervalued, they may buy the outstanding shares with borrowed funds Stock offerings  Signals overvalued shares Copyright© 2002 Thomson Publishing. All rights reserved. Globalization of Stock Markets  Barriers to international stock trading have decreased Reduction in information costs  Reduction in exchange rate risk  Foreign stock offerings in the United States  International placement process  Global stock exchange characteristics  Emerging stock markets  Copyright© 2002 Thomson Publishing. All rights reserved. Globalization of Stock Markets  Methods used to invest in foreign shares Direct purchases  American Depository Receipts (ADRs)  International mutual funds  World equity benchmark shares  Copyright© 2002 Thomson Publishing. All rights reserved. Globalization of Stock Markets  Global diversification and integration among stock markets  Integration of markets during the 1987 crash All major stock markets declined, indicating the underlying cause systematically affected all markets  Integration of markets during mini-crashes Example: August 27, 1998 “Bloody Thursday” Russian financial crisis  Increased integration associated with increased financial technology, competition, and lessened government regulation Copyright© 2002 Thomson Publishing. All rights reserved.