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“The lot of a holder of junior preferred stock is not always a happy one,” observed the Delaware Chancery Court in Benchmark Capital Partners IV, L.P. v. Vague. It certainly wasn’t for Benchmark Capital Partners. Benchmark’s fate holds important lessons for institutions and funds that invest in preferred stock. Preferred stock investors typically seek voting rights or veto rights over certain significant corporate actions and against direct economic impairment of the preferred stock investment. The Benchmark case illustrates some limitations of such traditional preferred stock protective provisions. Examining these limitations illustrates several ways that investors may help limit impairment of their preferred stock investments.

The purpose of this chapter is to outline the steps involved in obtaining venture capital funding for a start-up business. The chapter first discusses access to Venture Capitalists (VCs) and provides the reasons behind VCs’ preference for investing in a traditional C corporation rather than a limited liability company or other pass-through entity. The chapter then describes both the due diligence performed by VC's counsel and the documentation a start-up must provide to satisfy that diligence need. Next, the chapter addresses typical terms of financing deals with VCs, including the types of securities issued and the rights, preferences, and pricing of those securities. Finally, the chapter concludes with a chart identifying the VC financing terms available before and after a significant market downturn and a sample term sheet summarizing the terms of preferred stock to be issued to a hypothetical VC or VC group investing in a start-up business.

We examine three corporate governance characteristics of preferred stock issuers relative to non-issuers: managerial equity ownership, board size, and block shareholder ownership. We find that the preferred issuers have significantly lower managerial equity ownership than their controls. The finding is consistent with our expectation that the use of preferred stock and managerial equity ownership both serve to reduce agency costs and thus, preferred issuers tend to have little incentive to resort to higher managerial ownership to lessen agency costs. Significantly larger board size for preferred issuers is evident, but we find no difference in block shareholder ownership.

This paper empirically examines whether the order of liability and preferred stock accounts presented on the balance sheet is consistent with how the stock market values their riskiness.

This paper measures a firm’s riskiness with idiosyncratic risk and employs the first-difference design to test the relation between idiosyncratic risk and the order of current liabilities, noncurrent liabilities and preferred stock, respectively. Further, the paper tests whether operating liabilities are viewed as riskier than financial liabilities. Finally, the authors partition their sample based on the degree of financial distress and investigate whether the results differ between the two subsamples.

The paper finds that current liabilities are viewed as riskier than noncurrent liabilities and preferred stock is viewed as less risky than current and noncurrent liabilities, consistent with the ordering on the balance sheet. Further, the paper finds that operating liabilities are viewed as riskier than financial liabilities. Finally, the authors find that total liabilities and preferred stock (redeemable and convertible classes) are viewed as riskier for distressed firms than for nondistressed firms.

The authors thoroughly investigate the riskiness of several classes of claims and document that the classification of liabilities and preferred stock classes is relevant to common stockholders for assessing their associated risk.

The purpose of this paper is to empirically test information asymmetry and agency conflicts hypotheses, as to firm's choices in selling preferred stock in public and private markets.

Using firm‐level preferred stock issue data, the author uses a multivariate logistic model to see a firm's different preferred stock selling decisions among public market, rule 144A market, and non rule 144A market. The paper examines the impact of the firm's idiosyncratic risk and cash flow volatility.

It is found that private placement (non rule 144A) firms have higher information asymmetry than public offering firms. In addition, private placement (rule 144A) firms have higher operating risk than public offering firms. The non Rule 144A market and rule 144A market for preferred stocks are significantly different.

This topic can be further studied with more detailed, preferred stock issue data.

The paper extends our understanding of the preferred stock market selling mechanism.

Corporate accountability and quality of corporate disclosure have impacted on many companies and banks, particularly those grown through mergers and acquisitions (M&A) and companies have had to restate their financial statements. The growth of service and technology companies (particularly by M&A) presents numerous public policy, legal, regulatory and accounting issues. Some of these companies have substantial intangible assets and the accounting for M&A and investments can be manipulated to affect reported assets and earnings. The exchange of securities and conflicts of interest in such transactions can affect financial statements – all of these factors can distort strategic planning, legal analysis, performance analysis and credit analysis. Fraudulent conveyance has typically not been considered in detail in many real life transactions (processed by law firms, the SEC, accounting firms and banks), even though it is the major means of unfair and illegal wealth transfer and fraud in corporate transactions. This paper highlights some of these issues, and illustrates the role and benefits of proper legal analysis in corporate transactions, and the convergence of corporate financial analysis and legal analysis and tax/accounting analysis.

Points out that preference shares are much more heavily used in emerging economies than in advanced ones to finance new investment projects and develops a mathematical model to show the conditions under which companies are willing to issue them at a price which will attract investors. Outlines the tax systems in Taiwan, South Korea and New Zealand and uses the model to explain why companies in the former two countries issue preference share but New Zealand firms to not.

This chapter will describe and analyze the evolution of the structure, content, and other key parameters of business plans in international business plan competitions from the beginnings of such competitions in 1991 through the current time. In particular, the chapter will describe how these competitions have evolved through the current time, the standardization of the structure and content of the plans submitted to these competitions, and the changes that have occurred in their structure and content over time. Then it will explain why these changes have occurred. Specifically, that most of the changes that have occurred in these various areas is a direct or indirect result of pressures on the competitions from the major judges used in them – namely U.S. venture capitalists. Appendices A and B will describe the evaluation criteria used in two of the major competitions – Moot Corp/Venture Labs^® and the Georgia Bowl^® – in more detail, while Appendices C and D will provide information on the Term Sheets and decision-making processes used by such venture capitalists. Appendix E contains four Exhibits that provide additional insights into U.S. venture capitalists’ thought processes. The chapter will conclude with a discussion of the additional changes that are likely to happen in the future.

This study examines the direct (out‐of‐pocket) flotation costs of new capital issues by bank holding companies between 1980 and 1986 and the total costs including any market effects of security issuance. A regression model is developed that relates the direct selling costs to the type of security being issued, the exchange on which the parent bank holding company is traded, information specific to the issue, and information specific to the firm. The model is highly significant, explaining over 80 percent of the variation in issuing costs. These direct costs, however, are small for equity issues when compared to information effects (stock price responses). When these costs are included, the costs to bank holding companies of issuing equity increase substantially and the direct costs of issuing preferred and debt are, generally, more than offset by positive stock price effects.

Bob O'Connell, CFO of General Motors, is considering a variety of equity alternatives to fund a large shortfall over the next couple of years. His tasks are to map out a financing strategy for the long term and to choose the equity instrument to be issued immediately. Of particular interest to O'Connell is a new security called PERCS (preferred equity redemption cumulative stock).