Monday 7 December 2015

Corporate Finance Law

Types of Equity and Debt instruments
Equity instruments
Equity instruments refer to the business documents that are utilized as legally binding, thus can comfortably be enforced by the evidence that a business owner have the right to possession and ownership of all the business pursuits being run by a firm. Ordinarily, equity instruments are declared by the start-up company to the willing investors who finance various projects initiated by the company. There are multiple documents used today as equity instruments. These documents include share or stock certificate, warrants, equity shares, preference shares and stock (Weiss 2009).
 When a start-up company joins an agreement with a financial institution so as to be funded via equity, they have to be completely aware that part of the ownership of the start-up will be taken over by the financial institution. Legally, these investors are permitted to have some level of control on how the start -up business will be run so that they can have a return on the amount they invest. Generally, start- up ventures can declare stocks as shares to the speculating shareholders. Therefore, the more the number of shares that a financial institution gains from the start-up company, the greater the level of possession of the firm; hence, the financial institution exercises greater decisive power and influence in the day to day operations of the company (Parameswaran et al.2011).
      Distinctly, there is a greater imminent risk arising from becoming an equity holder. This is mainly because in a likely event that a start-up company is unable to endure the market competition and, therefore, declares bankruptcy, the equity lender will be granted the utmost priority as compared to the equity holder. Besides, higher rates of return can be realized by the holder in case of initial success levels at the start- up company. In contrast with debt instruments, equity instruments have the ability to variable rates of return that relates to the level of success achieved by a start-up company. Ultimately, the better the business performs, the higher the return to an investing financial institution.
Common Stock
Common stock is an equity instrument that is mostly preferred by start- up public companies to solicit funds from the members of the general public. Once a financial institution invests in these shares, their status is immediately elevated to the ownership status of the company. Henceforth, they are unanimously granted the voting rights during the meeting of shareholders to pass major decisions. Chandra(2008) argues that the voting rights are accorded as per the number of shares owned by the investor. Voting rights come with many privileges to the investor, which include playing a role in some of the vital decisions being made by the company. The decisions include a capital raise for supplement in dividend payments, managerial roles, and the need to consolidate the company with other like-minded business organization so as to improve the level of performance and raise the chances of success.
Preferred Stock
Compared to common stock, preferred stock owner earns more on the company’s assets and profits made. In fact, corporate laws grant preferred stock owners to be considered for payment before the common stock owners’ dividend payment is declared. For preferred share owners, there are fixed dividend rates which are usually paid in every quarter of a given financial year. This is not the case with the common stock investors. However, the payment structure should be in accordance with their dividends in the company.
During its infantry, a company is likely to consider a financial institution as a preferred stock owner. This ensures that the company has a security that can revive it in order to withstand market shocks that are encountered during the early stages of a business venture development. On the other hand, a financial institution benefits from an investment in preferred stock of a start-up company in that there is a higher chance of rate of return as compared to common stock. The benefits can further be magnified especially if a business becomes successful, thus raising the income levels of a financial institution (Fabozzi2002).
Convertible Debenture
There is a remarkable correlation between convertible debenture and ordinary bonds. However, the former can easily be altered to the ordinary share stock, especially when stipulated prices and rates as indicated in the disclosure document or the prospectus are achieved. This is unlikely in the common bonds.
For a financial institution ready to invest in a start-up business, it is advisable that they contemplate the acquisition of the convertible debentures due to their flexibility. With decent guidance, the convertible debenture can demonstrate itself to be highly profitable more so when converted to common bonds at the right time. Additionally, a profitable firm points to higher income to an investment through convertible debentures (Coyle 2002).
Depository Receipts
A depository receipt is another equity instrument which bestows rights to the investor that are similar to those of ordinary bonds, convertible and common debentures. Equipped with depository receipt, a financial institution is subscribed to both the company's voting rights as well as the financial rights. There are other specific additional benefits to the holder of the depository receipt. Consequently, these rights are outlined in the contract signed between the business owner and a financial institution as an investor.
Transferable Subscription Rights (TSR)
TSR refers to an equity instrument issued to the respective investors and shareholders of a company in accordance with the allotment of shares that they own in the venture. The role of the transferable subscription right is that it is a suggestive evidence of the number of shares owned by an individual investor. Additionally, TSR can be negotiated amongst the shareholders to signify the transfer of rights and privileges from one stockholder to the other.
In case a business venture becomes successful, a financial institution can buy TSR from other investors in the same venture so that absolute control of the business can be ensured. This will subsequently lead to a long-term transfer of ownership of the business to the institution hence increase in sources of revenue (Sangiuoloet al. 2008)
Debt Instruments.
      A debt instrument refers to a law binding contract signed between a financial institution ready to invest in a start-up company, the presumed owner of the start-up business venture and the stakeholders of the company who act as a third party to the contract. Legally, the instrument authorizes a lending institution to give out credit to the company as a capital to run its business activities. If the venture registers failure in its activities, the financial institution can justly be compensated in accordance with the agreements that are laid down in the contract. There are various types of debt statement. These include mortgages and mortgaged properties, business loans, corporate bonds, business leases, and banknotes (Fitzpatrick et. al 2013).
Loan
Loan refers to a debt instrument whereby property, money, or material goods ownership are transferred from a lending financial institution to a start-up company in accordance with the terms and conditions agreed to and mutually signed by both lender and borrower. The terms and conditions include the time frame with which the loan can be repaid, the periodic installments of the repay, the rate of interest charged by the financial institutions on the periodic repayment structure, among other particularized terms. In case of larger loans demanded, the financial institution has a choice of asking for security to the loan. The security can comprise properties such as land, buildings and other non-liquid assets owned by the borrower. Additionally, business securities can also be sourced from the guarantors to the borrower (Brigham et. al 2013).
Bond
A bond is a debt instrument that symbolizes the value of a loaned amount to a business entity or to a government as an investment. At maturity period, the bond loan is repaid back to the lending financial institution inclusive of the fixed interests that were initially agreed upon by the financial institution and the borrower. The main benefit of a bond is that they are widely accepted as securities in case financial institutions require further funding from last resort lenders such as central banks. This is a likely case when a government is offering a stimulus package in order to boost a country’s slowing economic performance (Brigham et. al 2013).
Mortgage
A mortgage refers to a debt instrument that is in many ways similar to a loan, only that it is a secured lien. Generally, a mortgage is loaned for residential building and property. The borrowing party can fully own the mortgaged property, after all, the loan has been paid back to the source, which, in this case, is the financial institution. Failure to repay the loan signals the retake of the mortgaged property by the financial institution so as to clear the outstanding debt of the borrower.
Fabozzi (2002) observes that mortgages are attractive to the start-up businesses in that the property can be rented to a third party hence generating income. The income from the property being mortgaged can, therefore, be utilized to scrap the outstanding balances of the periodic investment to the lending institution. Eventually, the remainder of the amount can further be used to accelerate the performance of the start-up.
To the lending financial institution, the risk of incurring losses from written off debts is highly diminished as the mortgaged property can be retaken back from the borrower if there is a failure to meet the stated terms in the contract. Therefore, the property can be re-mortgaged back or auctioned to recover the outstanding balances owed by the start-up.
Lease
A lease is a form of long-term debt, whereby it is composed of a legally binding agreement between the property owner (financial institution) and the property tenant (Start-up Company). Because a start-up company usually lacks enough capital to acquire property which requires large funding, the better alternative is to lease the property from an established lease firm. Through leasing, they will be able to run their operations using the property while paying periodic rent (usually on a monthly basis) at a significantly lower compared to when they fully acquire the property. Properties that can be leased include buildings, motor vehicles, land area, and even machinery. Notably, all the maintenance costs of the leased property are usually catered for by the property owner unless the contract agreements stipulate otherwise.
On the other hand, a financial institution is assured of a regular rent payment from the lessee. The payment can by far outweighs the maintenance cost of the property. Additionally, the ownership of the property can never be transferred to the lessee unless the overall contract is fully terminated and a new one is sealed. Furthermore, the lessor has an option of raising the amount of one-time periodic lease payment to factor in the inflation, fluctuation in market prices and other rising maintenance costs. Therefore, a financial institution in completely unaffected by the burden of low returns due to entry into faulty contracts with an inability to withstand the test of time (Boobyer 2004).
Conclusion.
Before investing in a start-up business, a financial institution should be able to look at the long-term goals and interest of the firm. Additionally, a firm should have a well laid down strategies on how it will be able to meet its short term and long term goals, which should include maximization of profit and taking care of the stakeholders’ welfare. Furthermore, the chosen instruments for investment in the start-up should ensure an immediate return on investment to the financial institution by ensuring efficiency in a conversion from one instrument to the other. Ultimately, it is highly recommended that a financial institution make a choice of an instrument that grants greater voting and financial rights so as to guarantee wider influence on the company's activities to meet the long term needs of the financial institution.



Reference List
Boobyer, C. (2004). Leasing and asset finance: The comprehensive guide for practitioners. London: Euromoney Books.
Brigham, E. F., & Ehrhardt, M. C. (2013). Financial management: Theory and practice. Mason, Ohio: South-Western.
Chandra, P. (2008). Investment analysis and portfolio management. [S.l.], TataMcgraw-Hill.
Coyle, B. (2002). Hybrid financial instruments. Canterbury, Financial World.
Fabozzi, F.J. (2002). The Handbook of Financial Instruments. Hoboken, NJ, John Wiley & Sons. http://www.123library.org/book_details/?id=7915.
 Fitzpatrick, J., Symes, C., Veljanovski, A.,&Parker, D(2013). Business and Corporations Law, LexisNexis, Bluesworth. https://store.lexisnexis.com.au/product?product=business-and-corporations-law-2nd-edition&meta_F_and=9780409336887
Parameswaran, S.K. (2011). Fundamentals of financial instruments: an introduction to stocks, bonds, foreign exchange, and derivatives. Singapore, John Wiley & Sons (Asia) Pte. Ltd.
Sangiuolo, R., &Seidman, L.F. (2008). Financial instruments: a comprehensive guide to accounting and reporting. Chicago, IL, CCH.

Weiss, D. M. (2009). Financial instruments: equities, debt, derivatives, and alternative investments. New York, Portfolio :1-17

No comments:

Post a Comment