Stockholders' Equity Notes

Corporate Form and Stock Issuance

  • Corporations submit articles of incorporation to the state.
  • The state issues a corporate charter.
  • Incorporating in states like Delaware, which favor the corporate form, can be advantageous.
  • Accounting for stockholder's equity is governed by each state's business incorporation act.

Primary Components of Stockholder's Equity

  • Contributed (paid-in) capital: The total amount paid in on capital stock, including the par value of outstanding stock and additional paid-in capital.
  • Earned Capital
    • Retained Earnings: Represents the earned capital of the company.
    • Accumulated Other Comprehensive Income: The aggregate amount of other comprehensive income, including unrealized gains/losses on available-for-sale debt investments and certain derivative transactions.

Characteristics of Common Stock

  • Voting Rights: Common stockholders can vote in the election of the board of directors and on actions requiring stockholder approval at the annual meeting.
  • Residual Claim: Common stockholders are paid from remaining assets after all other claims (liabilities) have been paid.
  • Preemptive Right: The right to acquire a proportionate share of new common stock issues. Without this right, existing stockholders' ownership may be diluted by new stock issuances without their knowledge and at potentially unfavorable prices to them.
  • Term: Common stock is perpetual, lacking a maturity or redemption date.
  • Dividends: Common stockholders may receive dividends when approved by the board of directors. Dividend amounts may vary and are not guaranteed.

Characteristics of Preferred Stock

  • Dividends: Preferred stockholders receive dividends before common stockholders.
    • Cumulative Feature: If a dividend isn't paid in a year, it must be paid in a future period before common stockholders receive any dividend.
  • Nonvoting: Preferred stockholders typically lack voting rights like common stockholders.
  • Liquidation Preference: If the company liquidates, preferred stockholders have a claim on assets after creditors but before common stockholders.
  • Term: Preferred stock is typically perpetual or redeemable due to a specific event.
    • In limited cases, preferred stock is mandatorily redeemable and reported as a liability.

Stock Issuance

  • Par Value Stock
  • No-Par Value Stock
  • No-Par Stock with Stated Value

Reacquisition of Shares - Treasury Stock

  • Purchase of Treasury Stock:
    • Cost method (more widely used): Treasury stock reduces stockholders’ equity.
  • Sale of Treasury Stock:
    • Above Cost: Increases total assets and stockholders’ equity.
    • Below Cost: Increases total assets and stockholders’ equity.
  • Retiring Treasury Stock:
    • Results in cancellation of treasury stock.
    • Reduces the number of issued shares.

Dividend Policy

  • Types of Dividends:
    • Cash dividends
    • Property dividends (dividends in kind)
    • Liquidating dividends
    • Stock dividends
  • All dividends, except stock dividends, reduce total stockholders’ equity.

Stock Dividends and Stock Splits

  • Stock Dividends: Issuance of a company's own stock to stockholders on a pro rata basis without receiving any consideration.
    • Used when management wishes to capitalize part of earnings.
    • Small Stock Dividend: If less than 20-25% of outstanding shares, the company transfers fair market value from retained earnings.
  • Large Stock Dividend: More than 20-25% of previously outstanding shares.
    • Similar effect on market price as a stock split.
    • Par value transferred from retained earnings to capital stock.

Stock Splits

  • Purpose: To reduce the market value of shares.
  • No journal entry is recorded.
  • Decrease par value and increase the number of shares.
  • Example:
    • Before 2-for-1 Split
      • Common stock, 1,000 shares at 100par:100 par:100,000
      • Retained earnings: 50,000
      • Total: 150,000
    • After 2-for-1 Split
      • Common stock, 2,000 shares at 50par:50 par:100,000
      • Retained earnings: 50,000
      • Total: 150,000