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In the United Kingdom, Republic of Ireland, South 2.1 Rule 144 stock
Africa, and Australia, stock can also refer to completely
dierent nancial instruments such as government bonds "Rule 144 Stock is an American term given to shares
Rule 144: Selling Restricted and
or, less commonly, to all kinds of marketable securities.[2] of stock subject SEC
Control Securities.[5] Under Rule 144, restricted and controlled securities are acquired in unregistered form. Investors either purchase or take ownership of these secu2 Types
rities through private sales (or other means such as via
ESOPs or in exchange for seed money) from the issuStock typically takes the form of shares of either common ing company (as in the case with Restricted Securities)
stock or preferred stock. As a unit of ownership, com- or from an aliate of the issuer (as in the case with Conmon stock typically carries voting rights that can be ex- trol Securities). Investors wishing to sell these securities
ercised in corporate decisions. Preferred stock diers are subject to dierent rules than those selling traditional
from common stock in that it typically does not carry common or preferred stock. These individuals will only
voting rights but is legally entitled to receive a certain be allowed to liquidate their securities after meeting the
1
Stock derivatives
HISTORY
History
Soon afterwards, in 1602,[13] the Dutch East India Company issued the rst shares that were made tradeable on
the Amsterdam Stock Exchange, an invention that enhanced the ability of joint-stock companies to attract capital from investors as they now easily could dispose of
their shares.[14] The Dutch East India Company became
the rst multinational corporation and the rst megacorporation. Between 1602 and 1796 it traded 2.5 million
tons of cargo with Asia on 4,785 ships and sent a million
Europeans to work in Asia, surpassing all other rivals.
The innovation of joint ownership made a great deal of
Europe's economic growth possible following the Middle
Ages. The technique of pooling capital to nance the
building of ships, for example, made the Netherlands a
3
maritime superpower. Before adoption of the joint-stock
corporation, an expensive venture such as the building of
a merchant ship could be undertaken only by governments
or by very wealthy individuals or families.
Shareholder
6 Application
The owners of a private company may want additional
capital to invest in new projects within the company.
They may also simply wish to reduce their holding, freeing up capital for their own private use. They can achieve
these goals by selling shares in the company to the general
public, through a sale on a stock exchange. This process
is called an initial public oering, or IPO.
Stock certicate for ten shares of the Baltimore and Ohio Railroad Company
6.1
TRADING
Shareholder rights
giving up shares of ownership of the company. Unocial nancing known as trade nancing usually provides
Although ownership of 50% of shares does result in 50% the major part of a companys working capital (day-toownership of a company, it does not give the shareholder day operational needs).
the right to use a companys building, equipment, materials, or other property. This is because the company is
considered a legal person, thus it owns all its assets itself.
7 Trading
This is important in areas such as insurance, which must
be in the name of the company and not the main shareMain article: Stock trader
holder.
In general, the shares of a company may be transferred
In most countries, boards of directors and company
managers have a duciary responsibility to run the company in the interests of its stockholders. Nonetheless, as
Martin Whitman writes:
...it can safely be stated that there does not exist any publicly traded company where management works exclusively in the best interests
of OPMI [Outside Passive Minority Investor]
stockholders. Instead, there are both communities of interest and conicts of interest
between stockholders (principal) and management (agent). This conict is referred to as the
principalagent problem. It would be naive to
think that any management would forego management compensation, and management entrenchment, just because some of these management privileges might be perceived as giving rise to a conict of interest with OPMIs.[19]
from shareholders to other parties by sale or other mechanisms, unless prohibited. Most jurisdictions have established laws and regulations governing such transfers, parEven though the board of directors runs the company, the ticularly if the issuer is a publicly traded entity.
shareholder has some impact on the companys policy, as
The desire of stockholders to trade their shares has led
the shareholders elect the board of directors. Each shareto the establishment of stock exchanges, organizations
holder typically has a percentage of votes equal to the
which provide marketplaces for trading shares and other
percentage of shares he or she owns. So as long as the
derivatives and nancial products. Today, stock traders
shareholders agree that the management (agent) are perare usually represented by a stockbroker who buys and
forming poorly they can select a new board of directors
sells shares of a wide range of companies on such exwhich can then hire a new management team. In practice,
changes. A company may list its shares on an exchange
however, genuinely contested board elections are rare.
by meeting and maintaining the listing requirements of a
Board candidates are usually nominated by insiders or by
particular stock exchange. In the United States, through
the board of the directors themselves, and a considerable
the intermarket trading system, stocks listed on one examount of stock is held or voted by insiders.
change can often also be traded on other participating
Owning shares does not mean responsibility for liabili- exchanges, including electronic communication networks
ties. If a company goes broke and has to default on loans, (ECNs), such as Archipelago or Instinet.[21]
the shareholders are not liable in any way. However, all
Many large non-U.S companies choose to list on a U.S.
money obtained by converting assets into cash will be
exchange as well as an exchange in their home country
used to repay loans and other debts rst, so that sharein order to broaden their investor base. These compaholders cannot receive any money unless and until crednies must maintain a block of shares at a bank in the US,
itors have been paid (often the shareholders end up with
typically a certain percentage of their capital. On this
[20]
nothing).
basis, the holding bank establishes American depositary
shares and issues an American depositary receipt (ADR)
for each share a trader acquires. Likewise, many large
6.2 Means of nancing
U.S. companies list their shares at foreign exchanges to
Financing a company through the sale of stock in a com- raise capital abroad.
pany is known as equity nancing. Alternatively, debt - Small companies that do not qualify and cannot meet
nancing (for example issuing bonds) can be done to avoid the listing requirements of the major exchanges may be
7.2
Selling
traded over-the-counter (OTC) by an o-exchange mechanism in which trading occurs directly between parties.
The major OTC markets in the United States are the electronic quotation systems OTC Bulletin Board (OTCBB)
and OTC Markets Group (formerly known as Pink OTC
Markets Inc.)[22] where individual retail investors are also
represented by a brokerage rm and the quotation services requirements for a company to be listed are minimal. Shares of companies in bankruptcy proceedings are
usually listed by these quotation services after the stock
is delisted from an exchange.
7.2 Selling
Selling stock is procedurally similar to buying stock.
Generally, the investor wants to buy low and sell high,
if not in that order (short selling); although a number of
reasons may induce an investor to sell at a loss, e.g., to
avoid further loss.
As with buying a stock, there is a transaction fee for the
brokers eorts in arranging the transfer of stock from a
seller to a buyer. This fee can be high or low depending on
which type of brokerage, full service or discount, handles
the transaction.
REFERENCES
8 See also
9 References
[1] stock Denition. Investopedia. Retrieved 25 February
2012.
[2] Cambridge Advanced Learners Dictionary.
nary.cambridge.org. Retrieved 2010-02-12.
Dictio-
Tradingtoday.com.
Re-
10
External links
11
11
11.1
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11.2
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11.3
Content license
11.3
Content license