Chapter 10 - Stockholders - Equity
Chapter 10 - Stockholders - Equity
LO10-1 Identify the advantages and disadvantages of the corporate form of ownership
● Invested capital = paid-in capital: amount of money paid into a company by its owners, the amount
stockholders invest when they purchase a company’s stock
● Earned capital = retained earnings: the amount the company has earned back for the stockholders
and has been retained in the business
● Company formed as
○ Sole proprietorship: business owned by one person
■ Most common form of business
○ Partnership: business owned by two or more persons
○ Corporation: entity that is legally separate from its owners and pays its own income taxes
■ Most are owned by many stockholders
■ Some are owned entirely by one individual
■ Dominate in terms of total sales, assets, earnings and employees
Corporations
● Formed in accordance with the laws of individual states
● Guided by the state incorporation laws as they write their articles of incorporation:
○ Sometimes called the corporate charter
○ Describe:
■ The nature of the firm’s business activities
■ The shares of stock to be issued
■ The initial board of directors
● Establishes corporate policies and appoints officers who manage the
corporation
PUBLIC OR PRIVATE
● Publicly held corporation
○ trades on the:
■ New York Stock Exchange (NYSE),
● Many large companies (e.g. Walmart, ExxonMobil, General Electric) are
traded here
■ National Association of Securities Dealers Automated Quotations (NASDAQ), or
● Home to many of the largest high-tech companies (Apple, Microsoft, Intel)
■ By over-the-counter (OTC) trading
● Takes place outside one of the major stock exchanges
○ Are regulated by the Securities and Exchange Commission (SEC), resulting in significant
additional reporting and filing requirements
● Privately held corporation
○ Does not allow investment by the general public
○ Normally has fewer stockholders than public corporation
○ Generally do not need to file financial statements with the SEC
○ E.g. Cargill (agricultural commodities), Koch Industries (oil and gas), Mars (food and candy)
● Frequently, companies begin as smaller, privately held corporations. Then, as success broadens
opportunities for expansion, the corporation goes public
STOCKHOLDER RIGHTS
● Whether going public or private, stockholders are the owners of the corporation and have certain
rights:
○ The right to vote (including electing the BOD)
○ The right to receive dividends
○ The right to share in the distribution of assets if the company is dissolved
ADVANTAGES OF A CORPORATION
A corporation offers 2 primary advantages over sole proprietorships & partnerships:
● Limited Liability
○ Guarantees that stockholders in a corporation can lose no more than the amount they
invested in the company, even in the event of bankruptcy
■ Sole proprietorship/partnership: can be held personally liable for debts the
company has incurred, above and beyond the investment they have made
● Ability to Raise Capital and Transfer Ownership
○ Ownership rights are easily transferred
■ Corporations sell ownership interest in the form of shares of stock
■ An investor can sell their ownership interest (shares of stock) at any time & without
affecting the structure of the corporation/its operations
○ Attracting outside investment is therefore easier for a corporation
DISADVANTAGES OF A CORPORATION
A corporation has 2 primary disadvantages relative to sole proprietorships & partnerships:
● Additional Taxes
○ Corporation have double taxation:
■ As a legal entity separate from its owners, a corporation pays income taxes on its
earnings
■ When it distributes the earnings to stockholders in dividends, stockholders pay
taxes a second time on the corporate dividends they receive
■ In short: corporate earnings are taxed once upon earnings at the corporate level &
again on dividends at the individual level
● More paperwork
○ The federal & state governments impose extensive reporting requirements on the company
■ To protect rights of those who buy a corporation’s stock/who lend money to a
corporation
■ To ensure adequate disclosure of the information investors and creditors need
Limited Liability and Beneficial Tax Treatment
● S corporation: allows a company to enjoy limited liability as a corporation, but tax treatment as a
partnership
○ Major restriction: cannot have more than 100 stockholders, so S corporation appeals more to
smaller, less widely held businesses
● Limited liability companies (LLCs) and Limited liability partnerships (LLPs): offer limited liability and
avoid double taxation, with no limits of the number of owners/stockholders
○ These forms evolves in response to liability issues and tax treatment
○ Most accounting firms in US adopt one of these 2 business forms
PAR VALUE
● The legal capital per share of stock that’s assigned when the corporation is first established
● Originally indicated the real value of a company’s shares of stock
● Has no relationship to the market value of the common stock
○ Market value per share: the current share price (mostly far exceed the par value)
○ E.g. Facebook’s common stock traded above $100/share since 2015, but its par value is
$0.000006/share
● Laws in many states permit corporations to issue no-par stock
○ No-par value stock: common stock that has not been assigned a par value
● In some cases, a corporation assigns a stated value (treated and recorded in the same manner as par
value shares) to the shares
● If common stock had stated value of $0.01, we would record the same entry as in the par value
example (for accounting purposes, stated value is treated in the same manner as par value)
● If company issues shares of stock in exchange for noncash goods/services (e.g. issue $30,000 stock to
attorney in payment for legal services), we would record the transaction the same way as above,
except we debit Legal Fees Expense, rather than Cash, for $30,000
● Because dividends are not an actual liability until they are declared by the board of directors,
dividends in arrears for cumulative preferred stockholders are not reported as a liability in the
balance sheet. However, information regarding any dividends in arrears is disclosed in the notes to
the financial statements.
○ Record at the cost to purchase the shares in the market ($30 per share)
○ The stock’s par value has no effect on the entry to record treasury stock
○ The debit to Treasury Stock reduces stockholders’ equity
○ The stockholders’ equity section of the balance sheet before and after the purchase of
treasury stock:
○ Treasury stock is reported as a contra equity, or negative amount, because treasury stock
reduces total stockholders’ equity.
● Canadian Falcon resells the 100 shares of treasury stock for $35.
○ Recall that these shares originally were purchased for $30 per share, so the $35 resale price
represents a $5 per share increase in additional paid-in capital. It’s not recorded as a $5 per
share gain in the income statement, as we would for the sale of an investment in another
company, since the company is reselling its own stock.
○ We record this transaction as follows:
○ When resell, reduce the treasury stock at the same $30 per share
○ $500 difference in APIC
○ stockholders’ equity section of the balance sheet before and immediately after the sale of
treasury stock:
● If stock price goes down, and we resell treasury stock for less than $30 per share → Canadian Falcon
resells the 100 shares of treasury stock for only $25
Cash Dividends
● Dividends: distributions by a corporation to its stockholders
● Investors pay careful attention to this, a change in quarterly/annual cash dividend paid by company
can provide useful information about its future prospects
○ Increase in dividends → company doing well and bright future
● Cash is the asset most easily distributed to stockholders → most corporate dividends are cash
dividends
● In concept, though, any asset can be distributed to stockholders as a dividend.
● Property dividend: a noncash asset distributed to stockholders
○ Securities held as investments → most often distributed in a property dividend
○ The actual recording of property dividends is covered in intermediate accounting
○ Stock Dividends account: temporary stakeholders’ equity account that’s closed to Retained
Earnings (similar to cash dividends)
○ Debit to Stock Dividends reduces Retained Earnings
○ Stock dividend entry → decreases Retained Earnings (equity account) & increases Common
Stock (another equity account)
○ The above entry does not change total assets, total liabilities, or total stockholders’ equity
● Balance sheet
○ Why large & small stock dividends are recorded differently → Some believe that a small stock
dividend will have little impact on the market price of shares currently outstanding, arguing
for the recording of small stock dividends at market value.
■ However, this reasoning is contrary to research evidence, which finds the market
price adjusts for both large and small stock dividends.
■ A 10% stock dividend will result in 10% more shares, but each share will be worth
10% less, so the investor is no better off.
■ Note that the above entry still does not change total assets, total liabilities, or
total stockholders’ equity.
■ The debit to Stock Dividends simply decreases Retained Earnings (equity account),
the credits increase Common Stock and APIC (two other equity accounts)
○ Preferred stock → listed before common stock, given its preference over common stock
○ $ amounts shown for common and preferred stock → number of shares issued x par value
■ Nvidia hasn’t issued preferred shares → $0
■ Issued 868 million shares common stock with par value $0.001/share → rounds to
common stock balance of 1 million
○ APIC → amounts above par value that have been received from investors
○ Retained earnings
■ When a company is started, most of the equity is in the paid-in capital section
because that’s the amount invested by stockholders. But if a company is profitable,
like Nvidia, and pays little in dividends, the retained earnings section of equity grows
and often exceeds the amount invested by stockholders.
■ For Nvidia, the balance in retained earnings is so large that it actually exceeds total
stockholders’ equity. How? Nvidia has used a portion of cash generated from
earnings to buy back treasury shares, which decreases stockholders’ equity. Nvidia
has applied this strategy to such an extent that the balance in treasury stock
(representing the cost of shares purchased by the company) now exceeds total paid-
in capital (representing the total cost of shares originally issued).
Decision Maker’s Perspective: Why Doesn’t Stockholders’ Equity Equal the Market Value of Equity?
● Market value of equity → price investors are willing to pay for a company’s stock
○ Equals stock price x number of shares outstanding
● Book value of equity → total stockholders’ equity reported in the balance sheet
● These 2 are generally not the same, often are vastly different (e.g. Nvidia reported total stockholders’
equity of about $6 billion, yet market value was over $63 billion
● Why?
○ Stockholders’ equity = assets - liabilities
○ An asset’s book value = its market value on date it’s purchased; can differ after that
■ E.g. buildings increase in value over time, but continues to be reported in balance
sheet at historical cost - accumulated depreciation; causing true value of assets and
stockholders’ equity > amount recorded
○ Even when investors see the increase in a company’s value and its stock price moves higher,
common stock in the company’s balance sheet continues to be reported at its original issue
price rather than its higher market value.
○ Beginning balances are 0 because first year of operations (balance of Jan 1, 2022 is same with
balance of Dec 31, 2021)
○ Statement of stockholders’ equity reports how each equity account changed during the year
■ Common Stock account increased because Canadian Falcon issued common stock
and declared a 100% stock dividend
■ APIC account increased from the issuance of common stock, the issuance of
preferred stock, and the sale of treasury stock for more than its original cost
■ Retained Earnings increased due to net income and decreased due to cash and stock
dividends
● retained earnings column → sometimes shown separately & referred to as
a statement of retained earnings
■ Purchase of treasury stock → reduction; because treasury stock reduces total
stockholders’ equity
● ending balance in Treasury Stock = 0, since all the treasury stock purchased
was resold by the end of the year
○ Ending balance of each stockholders’ equity account is shown in the stockholders’ equity
section of the balance sheet