Common Stock and Preferred Stock
A public corporation issues certificates of ownership, called common stock, which may be traded on stock exchanges. Anyone can buy and sell shares of common stock. Owners of stock are referred to as shareholders and stockholders. Common stockholders are accorded certain rights by the corporate charter. In the United States, these rights vary from state to state, but in general the articles of incorporation spell out voting rights and rights to receive profits.
Common stockholders are the voting owners of a corporation. They are usually entitled to one vote per share. They may vote on numerous affecting the corporation (including a decision to sell or merge with anther corporation)and elect a board of directors, who, in turn , hire managers to run the business. A majority shareholder is one who owns over 50 percent of the outstanding shares in a corporation and, thus, can call the shots. All other shareholders are minority shareholders. In large corporations no single person or organization owns anywhere near a majority interest. In large, publicly owned corporations a shareholder with as little as 10 percent of the shares may control the corporation effectively. If things go badly, a coalition of so called dissident shareholders may gather enough votes to replace the existing board of directors; the new board may fire the existing management and bring in their own management team.
Although common stock represents ownership in a company, it does not guarantee the owners a specified rate of return. As owners, the stockholders receive profits after all expenses, including debts and taxes, have been paid. They receive profits from the business in the form. of dividend payments, which represent a percentage of profits. Not all after-tax profits are paid to the stockholders in dividends. Directors usually decide quarterly how much, if any, if the profits they wish to distributed to the owners. The profits are either distributed to the owners in dividends or they are reinvested bank into the company in the form. of retained earnings. If the company decides to keep the profits, the company may become more valuable and the price of the stock usually goes up. Some investors prefer profits in the way of dividends while others speculate for an increase in the price of stock. If a company goes broke, common stockholders get last claim on whatever is left over.
Corporations may also issue preferred stock to investors. Preferred stock usually has no vote in the election of the board of directors, but does get preference in the distribution of the company's earnings. It offers investors a different type of security and may be issued only after common stock had been issued. The term" preferred" applies to two conditions. First, preferred stockholders gain preferential treatment in the matter of dividends; That is, they receive a fixed rete of dividends prior to the payment of dividends on common shares. Second, if the company goes out of business or liquidates, preferred stockholders are closer to the front of the line than common stockholders when distributing the company's assets.
Dividends to preferred stock may be cumulative or noncumulative. Cumulative preferred stock maintained its claim to dividends even if the company had a bad year in 1994, they might decide not to pay dividends. But if they had a good year in 1995, and declared stock dividends do not accumulate. If dividends are not declared, noncumulative owners lose their claim to the profit of that period.
All in all, common stock usually has more control through voting privileges, greater chance for high returns, and more risk, while preferr
A．the returns to common stockholders
B．the majority and minority stockholders
C．the voting rights of common stockholders
D．the formation of common stock
