Shares outstanding. The concept of types of securities and their essence Shares in the Russian Federation can be

1. Shares: essence and types

In Russian regulatory practice, the main definition of the concept of “share”, as well as the concept of “equity security”, introduces Federal law“On the securities market” dated April 22, 1996, No. 39-FZ.

Issue-grade security - any security, including uncertificated paper, which is simultaneously characterized by the following features: secures a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with the form and procedure established by this Federal Law; posted in releases; has equal volume and terms of exercise of rights within one issue, regardless of the time of acquisition of the security. "

A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security. According to this definition, shares are issued by joint stock companies and their owners are shareholders. The main regulatory document that defines all the essential aspects related to the formation, operation and liquidation of a joint-stock company is the Federal Law "On joint stock companies akh" dated December 26, 1995, No. 208-FZ. This law defines the concepts of “shareholder” and “joint-stock company.”

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants (shareholders) in relation to the company.

Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the company to the extent of the unpaid portion of the value of the shares they own.

Shareholders have the right to alienate their shares without the consent of other shareholders and the company.

It follows from the law that shareholders are the owners of the company, which in turn is a legal entity.

One of the main advantages of creating a legal entity is that, as a rule, it has limited legal liability i.e. If the company fails to fulfill its obligations, its shareholders are liable only to the extent of their contribution to the financing of the company.

Thus, owning shares in a company carries the risk of losing the entire investment if the company fails financially. However, since high risk is expected to be offset by high return, it is the shareholders who benefit from the company's financial success. After paying interest on the debt (and ultimately the principal on it), the company's shareholders can either agree to receive their share of the profits as dividends or keep those profits on its balance sheet as reserves. Retained earnings remaining with a company give it room for future earnings growth.

In terms of types, shares are divided into ordinary and preferred.

An ordinary share is a security that documents an investment in a joint-stock company with the aim of receiving part of the joint-stock company's profit in the form of a dividend, ensuring an increase in market value, participating in management and receiving part of the property remaining after the liquidation of the corporation. Investment goals may be different. Within the framework of current legislation, all ordinary shares of a corporation, regardless of the time of their issue, are equal to each other both in terms of the rights granted to shareholders and in the amount of dividends paid on them. Each owner of a common share may participate in general meeting shareholders with the right to vote on all issues within its competence, can elect and be elected to the management bodies of the company, get acquainted with its documentation, etc.

All ordinary shares of the company have the same par value. The dividend on an ordinary share is not guaranteed; it fluctuates depending on the profit of the joint-stock company. A joint stock company cannot make a decision on the payment (declaration) of dividends on ordinary shares unless a decision has been made to pay the full amount of dividends on all types of preferred shares, the amount of the dividend for which is fixed by the company's charter. All owners of ordinary shares are equal in their rights to receive dividends. A joint stock company is not obliged to pay dividends on ordinary shares even if they have net profit. The board of directors, for example, may decide to direct profits not to pay dividends, but to develop production. An increase in the number of ordinary shares in the hands of private investors increases the number of their votes and, theoretically, the possibility of influencing decision-making within the joint-stock company. The owner of one ordinary share has the right to one vote.

Preferred share is a special type of shares that gives its owner the right to receive a firmly fixed dividend. This distinguishes a preferred share from an ordinary share, the dividend on which fluctuates depending on the profit of the joint-stock company. In the case of preferred shares, a predetermined annual dividend payable as a percentage of the par value of the share is usually specified. From that part of the profit that is distributed among shareholders, the amount payable on preferred shares is first deducted; only then is the remainder distributed to common stockholders. If the amount of profit is not high enough, dividends on preferred shares are paid at the expense of reserve capital joint stock company. If the amount of profit allows a higher dividend to be paid on ordinary shares than was guaranteed on preferred shares, then an additional payment may be made to the owners of the latter. However, such an operation is not carried out in all cases. The number of preferred shares in the company's authorized capital may be regulated. Unlike ordinary shares, a preferred share does not give the right to vote at a general meeting of shareholders, which makes economic sense: receiving guaranteed dividends would push the owners of preferred shares to make risky decisions. Sometimes preferred shares mean shares that entitle their holders to multiple votes or a seat on the Board of Directors. In this case, we are not talking about privileges in the method of receiving dividends, but about privileges of a different kind.

Preferred shares can be divided into:

participation shares - in addition to the right to a fixed amount of dividends, they give the right to a share of the remaining profits. Since such shares were widely used at one time, it became necessary to add the word “non-participating” to the name of the shares that do not participate in the distribution of additional profits; cumulative shares - entitle them to receive accumulated dividends for the previous year or years (before holders of common shares can receive any dividends);

convertible shares - can be exchanged at the request of the owner for ordinary shares or bonds of the same issuer in accordance with the terms of the conversion privilege.

revocable shares - contain the right to revoke i.e. the issuer can buy them back at a price agreed in advance.

Shares are divided into registered and bearer shares.

A registered share is one of the types of shares classified according to the fame or anonymity of the owner. Unlike bearer shares, the owner of a registered share must be registered in the relevant register of the joint stock company. A registered share can only be sold by making changes to the register of the joint stock company. Historically, registered shares arose much earlier than bearer shares. Actually, the development of the joint stock business began with them. IN modern conditions they play a less significant role in the securities market of foreign countries. They are used in cases where a joint stock company wants to find out who wants to become its shareholder, in order to limit the number of undesirable persons, for example foreign investors. It should be emphasized that the predominance of registered shares among other types of shares (as observed in at the moment time in our country) can hinder the development of corporatization processes. Vinculated shares are a type of registered shares.

A vindicated share is a type of registered shares that can be sold to third parties only with the knowledge and permission of the joint stock company that issued them. Vinculated shares are issued in order to find out who the shareholders are and, if necessary, to exclude a certain category of persons (for example, representatives of the drug business and other areas of the shadow economy) from the number of shareholders.

A bearer share is one of the types of shares classified according to the fame or anonymity of the owners. Their difference from registered shares is that the owners of bearer shares are not registered in the relevant register of the enterprise. In this case, the joint stock company, as a rule, does not know the holders of these shares. Bearer shares can be sold by direct transfer from the bearer to the buyer. Most countries allow their sale abroad. Historically, bearer shares appeared much later than registered shares. Their appearance was associated with the development of the stock exchange.

Shareholders receive dividends on them. In addition to the differences in the payment of dividends for ordinary and preferred shares indicated above, the dividend may differ according to the method of payment: interim dividend - paid once a quarter or every six months; final.

Dividends can be paid not only in cash, but also in shares, bonds, goods, if this is provided for by the charter of the joint-stock company.

2. Valuation of ordinary shares

2.1. Basic approaches to valuing ordinary shares

When we begin to consider methods for valuing common shares, it is necessary to touch upon the regulatory framework underlying appraisal activities. The main law regulating valuation activities is the Federal Law "On Valuation Activities in Russian Federation" dated July 29, 1998, No. 135-FZ.

According to this law, appraisal activity is understood as the activity of subjects of appraisal activity aimed at establishing market or other value in relation to objects of assessment. . With the adoption of this law, the valuation of shares is mandatory in cases where blocks of shares belonging to the Russian Federation, constituent entities of the Russian Federation or municipalities are involved in a transaction, including:

when transferred to trust management;
when used as collateral;
upon sale or other disposal;
upon assignment of debt obligations associated with the objects of assessment;
when transferring objects as a contribution to authorized capitals and funds legal entities;
if a dispute arises about the value of the objects being assessed.

In accordance with the “Valuation Standards Mandatory for Use by Subjects of Valuation Activities,” approved by Decree of the Government of the Russian Federation of July 6, 2001 No. 519, the value of shares can be:

1. market - the most probable price at which the valuation object can be alienated on the open market in a competitive environment, when the parties to the transaction act reasonably, having all the necessary information, and the value of the transaction price is not affected by any extraordinary circumstances;

2. different from the market, the main types of which are:

investment value - the value of an appraisal object, determined on the basis of its profitability for a specific person for given investment purposes;
liquidation value - the value of the appraised object in the event that the appraised object must be alienated in a period shorter than the usual exposure period for similar objects;
par value - as a special value of the valuation object, the par value of the share. In accordance with the above standards, there are three approaches to assessing the value of property and shares including:

1. Cost-effective approach - a set of assessment methods based on determining the costs necessary to restore or replace the object of assessment, taking into account its wear and tear.

2. Comparative approach - a set of methods for assessing the value of a valuation object, based on a comparison of the valuation object with similar objects for which information is available on the prices of transactions with them.

3. Income approach - a set of methods for assessing the value of the valuation object, based on determining the expected income from the valuation object. Within each of these approaches, valuation methods are distinguished, each of which represents a specific method of calculating value.

The cost approach to stock valuation considers the value of the enterprise or participation interest in it from the point of view of the cost of the costs incurred by the owner. As part of this approach, the value of each balance sheet asset is assessed separately, then the adjusted value of all liabilities is determined, and finally, the value of all its liabilities is subtracted from the value of the total assets in accordance with the “Procedure for assessing the value of net assets of joint-stock companies”, approved by the Order of the Ministry of Finance of the Russian Federation and FCSM dated August 5, 1996 N 71, 149, and letter of the Ministry of Finance of the Russian Federation dated 04/08/2002 N 16-00-14/125 “On the calculation of the net assets of a joint-stock company.” The value of the entire business (equity capital) determined in this way is divided by the number of shares in the authorized capital.

The cost approach is represented by two main assessment methods:

1. Net asset value method . The method is based on assessment market value all items of assets and liabilities taken into account in calculating the company’s net assets. The method is applicable to assess existing enterprises in almost all industries.

2. Liquidation value method . The method is used to evaluate bankrupt enterprises. According to the same principle as in the net asset value method, it is no longer the market, but the liquidation value of all assets and liabilities of the company being valued that is determined, that is, the appraiser makes additional discounts for reducing the time frame for the sale of assets, takes into account the forced nature of this sale, etc. The basis for assessing value using the comparative approach is specific transactions completed on the market. The criteria for selecting analogue companies, as a rule, are: belonging to a certain industry, the volume of annual revenue, the development and openness of the market for its own shares, the absence of an active purchase of shares for the purpose of absorption by other companies, the absence of losses for a number of reporting periods.

Within the comparative approach, four assessment methods are most often used.

1. Peer company method or capital market method. The method is applicable if there is financial information about similar enterprises whose shares are traded on the stock market. As of the valuation date, information is searched for on the sale of shares of analogous enterprises in quotation systems or on the availability of indicative quotations. The investment characteristics of at least five enterprises - analogues that coincide with the object of evaluation in terms of basic production characteristics can serve as a representative sample for assessing a business (shares).

2. Transaction method or sales method. The method involves comparing the prices of real purchase and sale transactions of blocks of shares of similar enterprises and their financial indicators (annual revenue, annual profit after tax, net assets, etc.). Information on the prices of real transactions with shares of analogous enterprises can be found in open sources. The same sources provide enlarged balance sheets of these enterprises, information on the size of authorized capital and types of shares issued.

3. Method of industry coefficients (ratios). The method is based on the use of certain relationships between the price of shares and certain financial parameters of the company being valued. Such industry coefficients are calculated on the basis of long-term statistical observations of enterprise sales prices and their most important production and financial characteristics. Market monitoring and determination of such coefficients in countries with developed stock markets is carried out by special research institutes and news agencies. Unfortunately, the state of the Russian stock market does not yet provide reliable information for calculating industry ratios for most industries.

4. Statistical modeling method. As in previous methods, the calculation is based on the value of shares of at least five analogous enterprises for which market share prices exist and are known. Based on the functional characteristics of these analogues (annual revenue, annual profit after tax, net assets, etc.), the value of the business of the company being valued is calculated using regression equations. Determining the value of a business using the income approach is based on the assumption that a potential investor will not pay more for a given business than the present value of future income received as a result of its operation (in other words, the buyer is not actually acquiring property, but the right to receive future income from ownership property). Likewise, the owner will not sell his business for less than the present value of projected future earnings. It is believed that as a result of their interaction, the parties will come to an agreement on a market price equal to the present value of future income.

Within the income approach, two valuation methods are most often used.

1. Discounted cash flow method. This method involves constructing an annual forecast of income (most often, net cash flow), usually for the medium term, as well as determining the value of the business in the post-forecast period. A discount rate is used to bring all future earnings to their present value. The sum of the present values of all future income, adjusted for excess or deficiency of equity working capital and the value of the market value of excess (not involved in production) assets is the value of the business. A business plan can serve as a source of information about the development prospects of an enterprise. In any case, the appraiser draws up several options for business development (pessimistic, most likely, optimistic) and decides which of them is most acceptable for determining the value of the company. To justify the chosen forecast option, the appraiser must provide actual retrospective values of all forecast indicators for a period comparable to the forecast one.

2. Profit capitalization method. Application of the method involves converting the annual income from a given business into the value of the business by dividing by the capitalization rate. The condition for applying this method is a constant amount of annual income planned in the long term, or constant constant growth rates. In business and stock valuation this method is rarely used due to the fact that most enterprises are characterized by significant fluctuations in profit and cash flow in the forecast period.

2.2. Key Indicators Used to Value Ordinary Shares

Serious financial decisions require taking into account a large number of factors. However, a general idea of the investment attractiveness of a stock can be formed based on several simple indicators.

1. Dividend yield (dividend rate). The historical dividend yield is calculated in the same way as the current bond yield: the dividend per share is divided by the current market price of the stock and multiplied by 100 to obtain a percentage. Dividend yield = ((Total dividends for the last fiscal year) x 100) / (Current market price of the share)

However, since this method can only measure what has already occurred "and is not necessarily an indicator of future dividends, investment analysts place great weight on a company's estimated or reported dividends to arrive at a more realistic calculation called the forward dividend yield." . Prospective dividend yield = ((Predicted (or expected) dividends per share) x 100) / (Current market price of the share)

2.3. Earnings per share.

While shareholders are interested in how profitable their company as a whole is and their voting rights allow them to participate in decisions about the company's expenses, they are entitled to those profits only after all debt obligations, fees and taxes have been taken into account. Accordingly, the most important thing for shareholders is to evaluate the company's profit margin after paying all these expenses in relation to their shares. This indicator is illustrated by earnings per share.

Earnings per share (EPS) = (Earnings after taxes, interest and dividends on preferred shares) / (Number of common shares issued) Note: this is a real figure, not a percentage, and therefore can be directly compared to the dividend on share. The difference is the amount of retained earnings per share.

3. Ratio of price to earnings per share (payback period for shares).

This relationship is characterized by the P/E ratio. In technical analysis (the study of a company's potential future value), this is the most important analytical indicator. Its main purpose is to provide an opportunity to compare the values of comparable securities and to establish benchmarks or frameworks for specific industries. This is a valuation calculation that assumes a constant level of profit for the number of years it will take the company to recoup its share price. Price to earnings per share ratio = (Current market price of the share) / (Earnings per share) i.e. P/E = (Share Price / EPS)

4. Net asset value.

Essentially, the purpose of this value ratio is to determine the company's underlying net worth per share if the company's assets were sold for cash and could be distributed to shareholders. It can also be defined as the company's share capital plus undistributed reserves to be distributed to the holders of common stock. Net Asset Value (NAV) = (Assets minus all debts and expenses) / (Number of shares issued)

5. Share price volatility (beta coefficient).

For the purpose of investment analysis, a stock's volatility is compared to its performance relative to the market (or an index representing the market or part of it). This factor is called the "beta coefficient." It measures the elasticity of the percentage change in a stock's price relative to the simultaneous percentage change in the market (or index). The value of "beta" can only be calculated by evaluating recorded changes in value over time compared to changes in the market over the same period.

The beta of a market (or index) is taken to be 1 (or 100) because it is used as basic indicator. Therefore, it is logical that the cumulative sum of all beta values should also be equal to 1 (or 100). Accordingly, if a stock's beta is above 1, this means that with a 10% increase (or decrease) in market prices, the price of this stock will rise (or fall) by more than 10%, and vice versa, the price of a stock with a beta of 0 to 1 will rise (or fall) by less than 10%. Negative beta values are very rare, i.e. These are the betas of stocks whose price moves in the opposite direction to the overall market movement. In reality, securities with negative betas are prime candidates for building a well-diversified portfolio, reducing risk without compromising return, but as stated, they are very rare. Most beta values are between 0.5 and 1.5, with the average (by definition) being 1.0.

6. Valuation of ordinary shares based on the discounted cash flow method

Of all the methods for valuing ordinary shares listed in paragraph 2.1 above, the discounted cash flow method from the income approach to valuation is traditionally considered the most reliable and widespread. Therefore, it is this method that is worth dwelling on in detail and using it for further analysis in this work.

From an investor's point of view, the income from owning common stock can be received, firstly, as a stream of expected dividends, and, secondly, from the expected sale of the shares at a price higher than the price at which they were purchased. Therefore, to value a stock is to determine the true value of an endless stream of dividends, since the selling price of a stock ultimately depends only on the stream of dividends.

Despite the fact that the technique for valuing bonds and shares is based on a single model of discounting payment streams, determining the value and profitability of the latter is much more difficult due to two circumstances: cash payments (dividends) on shares are not guaranteed and, as a rule, are unknown in advance; shares do not have a maturity date.

As mentioned above, the income of a shareholder consists of dividends received and changes in its market value. In the case of an investment for a period of n-periods, the return on investment Y will be equal to:

where DIV is dividend;

P - share price;

r - rate of return.

Since the circulation period of a share is formally not limited, when n®¥ the last term of the previous formula will tend to zero and then the intrinsic value of an ordinary share will be:

The resulting expression is known as the dividend discount model (DDM), which was first proposed by the American scientist D. Williams. According to this model, the value of an ordinary share is equal to the sum of all dividends discounted to the current moment.

If the market price of a stock is currently known, its internal return Y can be determined from the following equation:

The specified equation is solved for Y by some iterative method. As with bonds, Y is a measure of the internal rate of return IRR for the stream of payments generated by common stock.

The practical application of these equations for assessing the performance of stock investments is limited due to the difficulty of determining DIV values, since investors cannot know exactly what dividends will be even in the near future. Therefore, when conducting analysis, they usually proceed from certain assumptions about the possible or expected growth rates of dividends.

As a rule, there are three main models of dividend growth: the zero growth model; constant growth model; variable growth model.

1. Zero growth model (D. Gordon).

Assumes that the size of dividends remains unchanged throughout the entire investment period, i.e.: DIVo = DIV, = ... = DIVn = DIV = const. Then the share price is:

Since as n tends to infinity, the value in square brackets tends to r, the estimation model will take the following form:

2. Constant growth model.

Assumes that dividend payments on a stock increase in proportion to a certain value g (i.e. with the same growth rate):

The value of a share under these conditions can be determined as:

It can be shown that for n®¥ the expression in square brackets for r>g will tend to the value: (1+g)/ (r-g). Then the constant growth model will take the following form:

3. Variable growth model.

Assumes that until some point in time T, changes in dividends are not associated with any pattern. However, after the onset of moment T, they will grow with a constant coefficient g. Thus, the investor must forecast the values of dividends DIVb DIV2, ..., DIVT, as well as period T. The flow of payments for the stock in this case can be divided into two parts: before and after moment T. Accordingly, its value V will be equal to the sum of the values two payment streams: V = VT + VT+1.

The value VT in this case is the sum of dividend payments received over period T, discounted at a given rate r. Since it is assumed that the flow of payments after moment T changes with a constant coefficient, its value Vt+i can be determined using a constant growth model. Then the value of share V can be defined as:

Calculation of the internal return on an investment according to the variable growth model is carried out by solving the equation for Y:

In the theory and practice of financial management, such special cases of variable growth models as 2- and 3-stage models have become widespread.

In the two-stage model, it is assumed that in the first periods (the stage of intensive growth) the growth of dividend payments will be carried out with a coefficient gl, after which a period of stabilization (maturity) begins and the growth of dividend payments will stabilize at the level of g2.

The three-stage model assumes that the life cycle of the issuing enterprise consists of three stages: growth stage, transition stage, maturity stage. IN general case, at the first stage, with the successful development of the enterprise, the growth of dividend payments gl may exceed the industry average or, conversely, be quite low. Then, during a certain transition period, the development of the enterprise stabilizes. Dividends in this period can be relatively stable or vary slightly with a coefficient of g2. After entering the maturity phase, dividends stabilize at a certain level or grow at a small rate g3. Thus, in accordance with the stages of development of the enterprise, it is necessary to forecast the values of the growth coefficients of dividend payments gl, g2, g3, as well as the duration of each stage.

The types of DDM models discussed above are based on the forecast of expected dividends and their growth rates. Another commonly used approach to stock valuation is the use of financial ratios.

Coefficient method.

First, the earnings per share in the future period are estimated, i.e. the EPS ratio is determined. Then the resulting indicator is multiplied by the price/earnings ratio - P/E (actually P/EPS), calculated for similar enterprises, or typical for a given industry. Thus: Vt = EPSt*Pt/EPSt

In practice, current values of these coefficients are often taken for calculation.

The value of the EPS indicator can be represented as the ratio of dividend per share (DPS) and dividend payout (PR): EPSt = DPSt/PRt In turn, the dividend payout ratio is defined as 1 - RR, where RR is the share of profits reinvested in the enterprise. Then: DPSt = EPSt*(l-RRt) This relationship can be rewritten as: DIVt = EPSt*(l-RRt). Thus, by forecasting EPS and P/E indicators, in essence, the analyst implicitly estimates future dividend payments.

Expressing the dividend indicator in the DDM model in terms of profitability, we obtain the following formulation:

A business can use retained earnings to repurchase shares or reinvest to generate a return on equity, as measured by ROE. Reinvested profits are used to finance internal growth at a rate of g = RR*ROE.

Thus, EPSt = EPSo*(l+g)1 = EPS0*(l+(RR)(ROE))t.

Profitable enterprises can provide ROE>0 by reinvesting all retained earnings in profitable projects or in the purchase of their own shares. Buying back shares increases EPS because profits will be distributed over fewer shares in the future. If the value of RR>0, then the following relations are equivalent:

DIVt = (l-RR)*EPSi.

DIVt=(l-RR)(l+g)t*EPS0.

DIVt = (l-RR)(l+(RR)(ROE)l*EPSo.

Let's express dividends in DDM through the corresponding coefficients:

Thus, any type of DDM can be represented in terms of profitability, through the corresponding coefficients. The valuation methods discussed above, despite numerous assumptions (lack of risk, inflation, taxes, etc.) are the basis of the theory of investment and basic for the valuation of ordinary shares.

Bibliography 1. Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (as amended by the Federal Law of the Russian Federation dated July 27, 2006 No. 155-FZ) // ConsultantPlus. 2. Federal Law “On Valuation Activities in the Russian Federation” dated July 29, 1998 No. 135-FZ (as amended by the Federal Law of the Russian Federation dated January 5, 2006) // ConsultantPlus. 3. Federal Law “On the Securities Market” dated April 22, 1996 No. 39-FZ (as amended by the Federal Law of the Russian Federation dated April 15, 2006 No. 51-FZ) // ConsultantPlus. 4. Decree of the Government of the Russian Federation “Valuation Standards Mandatory for Application by Subjects of Valuation Activities” dated July 6, 2001 No. 519 // ConsultantPlus. 5. Mirkin YAM. Securities and stock market. - M: Perspective, 1995-512 p. 6. Investment theory: Guidelines on implementation course work. - M: University textbook, 2003 - 40 p. 7. http://business.rin.ru 8. http://www.germa-company.ru 9. http://www.ismm.ru - Basic course on the securities market. 10.http://www.gazprom.ru/

4. Valuation of securities. Investment risks

I. Financial asset valuation models

A financial asset, being in principle an ordinary commodity on the capital market, can be characterized by price, value, profitability and risk.

The price of a financial asset really exists and is objective, at least in the sense that it is announced and the product at it is equally available to any market participant. Intrinsic value is uncertain and subjective. Several conditional rules can be formulated that allow a certain distinction to be made between the price and value of a financial asset:

1. The cost is a calculated indicator, and the price is declared, i.e. announced, which can be seen in price lists, price tags, quotes;

2. With a certain degree of convention, it can be argued that cost is primary, and price is secondary, since in market conditions the price is spontaneously set as the average of value estimates calculated by investors;

3. At any given point in time, the price is single-valued, but the cost is multi-valued, since it depends on the number of professional market participants.

Depending on what is the methodological and information support of the assessment process, there are three main theories of assessment: fundamentalist, technocratic and the theory of “walking at random”. Fundamentalists believe that any security has an inherent value that can be quantified as the discounted value of future earnings generated by that security, i.e. we need to move from the future to the present. It all depends on how accurately one can predict these revenues, and this can be done by analyzing the general situation on the market, the company’s investment and dividend policy, investment opportunities, etc. Technocrats, on the contrary, propose moving from the past to the present and argue that to manage the current intrinsic value of a particular security, it is enough to know only the dynamics of its price in the past. Using price statistics, they propose to build various long-, medium- and short-term trends and, based on them, determine whether the current price of an asset corresponds to its intrinsic value. Followers of the theory of "walking at random" believe that current prices of financial assets flexibly reflect all relevant information, including regarding the future of securities. Since new information with the same degree of probability it can be both “good” and “bad”; it is impossible to predict price changes in the future with more or less certainty.

Fundamentalist theory is the most common. According to this theory, the current intrinsic value (Vt) can be calculated by the formula:

(4.1) where CFi is expected cash flow in the i-th period;

r - acceptable (expected or required) return.

An acceptable rate of return can be set by the investor in the following ways:

In the amount of the interest rate on bank deposits (rb);

Based on the percentage paid by the bank to the depositor for storing his funds (rb) and the premium for the risk of investing in a given financial asset (rr): r=zb+rr;

Based on the interest paid on government bonds (rsb) and the risk premium (rr): r=rsb+rr.

II. Bonds

Bonds are debt securities.

They can be issued by the state or corporations; in the latter case, the bonds are called private debt securities. As a rule, bonds provide their owners with income in the form of a fixed percentage of their face value. At the same time, there are bonds with a floating rate that changes according to a very specific algorithm.

According to their duration, bonds are divided into short-term (from one to 3 years), medium-term (from 3 to 7 years), long-term (from 7 to 30 years) and perpetual (interest payments are made indefinitely). According to the methods of payment of income, bonds are distinguished:

with a fixed coupon rate; with a floating coupon rate (the amount of interest on the bond depends on the level of loan interest);

with a uniformly increasing coupon rate (it can be linked to the inflation rate);

with a zero coupon (the issue rate of bonds is set below the nominal, the difference between them represents the investor's income paid at the time of maturity of the bond, interest on the bond is not paid).

Bonds can be characterized by various cost indicators, the main ones being nominal (or nominal), conversion, redemption and market. The face value is printed on the bond itself and is most often used as the basis for calculating interest. Conversion cost is a calculated indicator characterizing the cost of a bond under the terms of the issue, which provides for the possibility of converting it under certain conditions into ordinary shares of the issuing company. The redemption price is the price at which the issuer repurchases the bond after the expiration of the bond loan or before that moment, if such a possibility is provided for by the terms of the loan. The market (exchange rate) price of a bond is determined by market conditions. The market price of a bond as a percentage of its face value is called the bond rate.

A zero coupon bond is valued using the equation:

(4.2) where CF is the amount paid when the bond is redeemed.

Example: A zero coupon bond with a face value of 100 thousand rubles and a maturity date in 5 years is sold for 63,012 rubles. Analyze the feasibility of purchasing these bonds if there is an opportunity for alternative investment with a rate of return of 12%

It is not profitable to purchase. A perpetual bond provides for an indefinite period of payment of income (CF) in a specified amount or at a floating interest rate. In the first case, formula (4.1) is transformed into the formula for the sum of terms of an infinitely decreasing geometric progression, therefore:

Example: Calculate the theoretical cost of a perpetual bond if the annual income paid on it is 10 thousand rubles, and the market (acceptable) rate of return is 18%.

An irrevocable bond with a constant annual income is valued using the equation:

, (4.4). where M is the par value of the bond; C - coupon income

Example: Calculate the market price of a bond with a face value of 100 thousand rubles. coupon rate of 15% per annum and maturity of 4 years, if the market rate of return is 10%. Interest on the bond is paid twice a year. According to equation (4.4).

If the rate of return is 18%, then

thousand rubles An approximate estimate of the yield of a coupon bond without the right of early redemption can be made using the formula:

, (4.5) Where M is the face value of the bond; P - current price (at the time of valuation); C - coupon income; K is the number of years remaining until the bond matures. Example. Calculate the yield of a bond with a face value of 100 thousand rubles. with an annual coupon rate of 9%, having a current market price of 84 thousand rubles; the bond will be accepted for redemption in 8 years.

Bonds with the right of early redemption, unlike bonds without this right, have one more characteristic - the early redemption yield (r’’). Example: Bond with a face value of $1,000. with maturity in 10 years was issued three years ago. Currently its price is 1050 dollars. Interest is paid every six months at a rate of 14% per annum. The prospectus states that long-term redemption protection is provided for five years. The redemption price exceeds the face value by the amount of annual interest. Calculate the profitability indicators r’ and r’’.

For calculations we use formula (4.4)

; hence r1= 12.89%

hence r""= 17.1% Conclusions: bond yields over the past three years have decreased from 14% to 12.89%. The r'' value is significantly higher than the yield to maturity, so it appears that early redemption is beneficial to bondholders. However, this conclusion is not entirely correct. If rates continue to decline, it will become unprofitable for the issuer to pay a higher interest rate compared to the market average. Therefore, the company will prefer to repay the bond issue early and instead place a new one with a coupon rate of 10%.

To make the comparison correct, it is assumed that in the event of early repayment, the holder, having received the redemption price, purchases bonds of the first issue of the same issuer, i.e. per one old bond, he can invest $1,140. V new release. The semi-annual income will be: 57 dollars. (loss of 13 dollars). Losses over 10 years 104.4 dollars.

Upon redemption (as provided for by the terms of the issue), he will receive $1,140. this will amount to $86 at the beginning of the new 10-year period. those. he loses $18.40.

III. Equity securities

Equity securities are various types shares There are several quantitative characteristics used to evaluate shares: internal, nominal, balance sheet, conversion and liquidation, as well as issue and exchange price.

Intrinsic value is a calculated indicator, calculated, for example, using formula (4.1).

The conversion value can be calculated for preferred shares, the terms of issue of which provide for the possibility of their conversion into ordinary shares.

Face value shares are the value indicated on the share form, characterizing the share authorized capital, which accounted for one share at the time of the company's incorporation.

The issue price is the price at which the share is issued, i.e. sold on the primary market (this is the price of an intermediary company).

Book value - can be calculated as the ratio of the value of “net” assets (the total value of assets on the balance sheet minus debt to creditors) to the total number of issued shares.

The liquidation value can only be determined at the time of liquidation of the company. It shows what part of the value of assets at prices of possible sale, remaining after settlements with creditors, is accounted for by one share. Since the accounting prices of assets may differ significantly from their market prices depending on inflation and market conditions, liquidation value is not equal to book value. Exchange price of shares - price for secondary market securities. It can be determined in various ways, however, they are based on the same principle - comparing the income generated by a given share with the market rate of return. Assessing the feasibility of purchasing shares involves calculating the theoretical value of the share and comparing it with the current market price. Preferred shares generate income indefinitely, so their current value is determined by formula (4.3).

There are various methods for valuing ordinary shares, the most common of which is the method based on estimating their future earnings using equation (4.1).

The valuation of stocks with uniformly increasing dividends is carried out using the Gardon formula:

, (4.6) where C is the base value of the dividend (the last dividend paid); g - dividend growth rate; r is the expected return. Gardon's formula makes sense when r>g.

From formula (4.6) it is clear that the current price of an ordinary share is very sensitive to the parameter g - even a slight change in it can significantly affect the price. Therefore, in calculations they try to divide the forecasting interval into subintervals, each of which is characterized by its own growth rate g. So, if we select two subintervals with growth rates g and p, then formula (4.1) will take the form:

. (4.7) The main difficulty of this model is to identify subperiods, predict growth rates and discount rates for each subperiod.

In the theory and practice of stock valuation, a situation has been described and has become quite widespread when the rate of growth of dividends changes over several years of the forecast period (phase of unstable growth), but after these years it is established at a certain constant level. It is believed that this development of events is typical for companies that are in their formation stage, or already mature companies that are developing new types of products or promising markets.

Let the duration of the non-constant growth phase be k years, the dividends during this period by year are equal to Cj (j=1,2,..., k), Сk+1 is the first expected dividend of the constant growth phase with a rate of g. Then, based on formula (4.6), the second term in formula (4.7) will have the form:

The Vtk indicator gives the stock's valuation at the end of period k. Since we are valuing the stock from the position of the beginning of the first year, the value of Vtk must be discounted. Formula (4.7), which allows one to calculate the theoretical value of a share at the end of the “zero” year, has the form:

, (4.8) Example. Over the next four years, the company plans to pay dividends of 1.5; 2; 2.2; $2.6 per share. The dividend is expected to increase evenly in the future at a growth rate of 4% per year. Calculate the theoretical value of the stock if the market rate of return is 12%. The expected dividend for the fifth year will be 2.6*1.04=2.7 dollars. According to equation (4.8):

Stock return
When purchasing shares, an investor has the right to count on two types of potential income: a) dividend; b) capital gains. The total return generated by the investment P0, for this period(t0, t1) will amount to:

And the total profitability (kt) will be equal to:

, (4.9) g de kd - dividend yield; kc - capitalized return. The profitability of a perpetual preferred share, as well as an ordinary share with a constant dividend, is determined by the equation:

, (4.10) where D is the expected dividend; Pm is the current market price of the stock. When deciding whether to purchase a stock based on formula (4.10), it is implicitly assumed that the investor does not expect to sell it in the near future. Therefore, the total yield here coincides with the current dividend yield. Such an assessment is, in principle, sufficient to make a decision.

If an investor purchases a stock for speculative purposes with the intention of selling it over time, he can obtain some estimates of the expected total, dividend and capitalized returns. By analogy with formula (4.9):

, (4.11) where P0 is the market price of the stock at the time the purchase decision is made; P1 - expected share price at the time of its expected sale; n is the expected number of years of holding the share.

To estimate the value of the expected total return on ordinary shares with uniformly increasing dividends, you can use the formula obtained based on the Gardon model (4.6):

, (4.12) where D0 is the last dividend on shares received at the time of assessment; D1 - expected dividend; P0 - share price at the time of valuation; g - dividend growth rate.

Concept of risk and methods of its assessment

There are different definitions of the concept “risk”. In the most general view Risk is understood as the probability of losses or loss of income compared to the predicted option. Risk can be defined as the level of a specific financial loss, expressed a) in the possibility of not achieving a set goal; b) uncertainty of the predicted result; c) the subjectivity of assessing the predicted result.

Risk is a probabilistic assessment; its quantitative measurement cannot be unambiguous and predetermined. Risk can be quantitatively characterized as an indicator that measures the variability of income or profitability. To quantify risk, a number of statistical coefficients can be used, in particular: range of variation, dispersion, standard deviation and coefficient of variation.

The range of variation is the difference between the maximum and minimum values of a characteristic of a given series:

. (4.13) This indicator has many disadvantages, we will highlight only three of them:

1. it gives a rough estimate of the degree of variation in the values of a characteristic;

2. it is an absolute indicator and therefore its use in comparative analysis very limited;

3. its value is too dependent on the extreme values of the ranked series. Dispersion is the average square of deviations of the values of a characteristic from its average size and is determined by the equation:

, (4.14) where

The standard deviation shows the average deviation of the values of the varying characteristic relative to the center of the distribution. This indicator is determined by the formula:

, (4.15). All of the above indicators have one common drawback - this absolute indicators, the value of which significantly depends on the absolute values of the original characteristic of the series. Based on this, the coefficient of variation (CV), determined by the formula:

, (4.16) In any forward-looking analysis, the investor faces one problem, namely the problem of estimating the expected values of the initial parameters. Whatever measure the investor uses, he needs to evaluate the profitability of the asset. Most often, three estimates are made: pessimistic (kp), most probable (km) and optimistic (k0).

If we limit ourselves to three estimates, then the most general measure of the risk associated with a given asset can be the range of variation in the determined return:

Example. An entrepreneur needs to choose the best of two alternative financial assets if they have the following characteristics:

Indicator Option A Option B Security price, thousand rubles. 12 18 Profitability (expert assessment), % Pessimistic 14 13 Most probable 16 17 Optimistic 18 21 Range of variation in yield, % 4 8 The table shows that both financial assets have approximately the same probable yield, but the second of them is considered twice as risky .

It is possible to calculate other risk measures based on constructing a probability distribution of return values and calculating the standard deviation from the average return and the coefficient of variation, which are considered as the degree of risk. The higher the coefficient of variation, the riskier it is this type asset. The sequence of analytical procedures in this case is as follows: predictive estimates of profitability values (ki) and the probabilities of their implementation (Pi) are made, i = 1, 2, ..., n - the number of outcomes; The most probable yield (km) is calculated using the equation:

(4.17) the standard deviation () is calculated according to the equation:

, (4.18) the coefficient of variation (CV) is calculated using the equation:

, (4.19) Example: Under the conditions of the previous example, evaluate the risk of each of the alternative financial instruments, if in both cases the probabilities of the best possible return are 60%, and the probabilities of pessimistic and optimistic estimates are equal and amount to 20%. Option A

Option B

Option B is riskier than option A.

Investment portfolio risk

Most often, an investor does not work with a single asset, but with a certain set of them, called a portfolio of securities, or an investment portfolio. When assessing the risk of a specific asset from an investment portfolio, you can act in two ways: either consider this asset in isolation from other assets, or consider it an integral part of the portfolio. It turns out that the assessment of the riskiness of an asset and the feasibility of an operation with it may change. Moreover, an asset that has a high level of risk when considered in isolation may turn out to be practically risk-free from a portfolio perspective - with a certain combination of assets included in this portfolio. For example, it is theoretically possible to select two financial assets, each of which has a high level of risk, but which, when combined together, will form a completely risk-free portfolio.

When assessing a portfolio and the feasibility of operations with the assets included in it, it is necessary to operate with indicators of profitability and risk of the portfolio as a whole.

Portfolio return (kp) is linear function indicators of profitability of the assets included in it and can be calculated using the weighted arithmetic average formula (in this case we can talk about both expected and actual profitability):

Where k j- profitability j-th asset;

dj- share j-th asset in the portfolio;

n- the number of assets in the portfolio.

As in the case of individual assets, the measure of portfolio risk is the variation in its profitability; the relationship between the risk of the portfolio and the risk of the assets included in it is more complex and is not described by the arithmetic average formula.

In particular, if the standard deviation is chosen as a risk measure, then its value for a portfolio containing k assets can be determined by the equation:

, (4.21) where di is the share of the i-th asset in the portfolio; i is the variation in the profitability of the i-th asset; rij is the correlation coefficient between the expected returns of the i-th and j-th assets. The situation becomes more complicated when moving to portfolios with a large number assets included in them. In this case, a number of problems of both theoretical and computational nature arise.

First, in a portfolio situation, the risk associated with any particular asset cannot be considered in isolation.

Secondly, since all financial investments differ in the level of profitability and risk, their possible combinations in the portfolio average these quantitative characteristics, and in the case of their optimal combination, a significant reduction in the risk of the financial investment portfolio can be achieved.

Thirdly, acceptable returns cannot be achieved by simply selecting the most profitable assets, since it usually leads to an increase in portfolio risk.

Fourthly, variation in profitability occurs not only in space, but also in dynamics, i.e. The profitability trends of two assets randomly selected from a portfolio do not necessarily coincide; moreover, they can be in different directions.

Fifthly, in conditions of multiplicity of assets included in the portfolio, computational procedures become significantly more complicated.

Constantly evolving. Shares are one of the most common types of them. In turn, they are divided into different types of shares.

In Russian practice, shares appeared in the late 80s with the issue of the first shares. They began to be issued by state, collective, rental enterprises, public organizations. Then they represented a special certificate of the contribution of personal funds on an indefinite basis in order to help in the development of production. This is how they tried to interest the workers in the idea of social leadership. Such shares were not intended to be traded on the market in free form. The concept and types of shares have not yet been identified.

On the other hand, enterprises of various subordination, partnerships, banks and business associations have already begun to issue shares of their own enterprises intended for legal entities. These were the shares that were intended for sale on But at that time there was very little interest in them.

Today, various types of shares enjoy increased attention from those interested in them. Now shares are issued not only in documentary, but also in uncertificated form. Certificated shares can be replaced by a certificate. Upon full payment of all securities, the shareholder can receive one certificate for all shares purchased.

Types of shares and their characteristics. Depending on the ownership order established by them, types of shares are distinguished between registered and bearer. According to the Law “On Joint-Stock Companies”, all securities of a joint-stock company must be registered. The Law “On the Securities Market” gives the right to issue bearer shares in a strictly defined ratio with the standards established by the Federal Commission for the Securities Market.

Personalized. Their owner must be officially registered in a special register. In case of resale of such shares, the details of the new owners must be entered. Such shares are used to analyze the structure of shareholders in order to stimulate them or, conversely, to attract foreign investment.

Among registered shares, vacancy shares are distinguished; they can be transferred to other owners only if the issuer’s permission is obtained. This is necessary to control the composition of shareholders in order to protect the financial independence of the issuer.

To bearer. They change hands after a simple actual transfer.

Depending on the possible amount of income, these securities are divided into the following types of shares.

Privileged(preferential). They give the right to receive priority income in the form of dividends, as well as priority participation in the processes of dividing the property of the joint-stock company in the event of its liquidation. They do not confer any voting rights in matters relating to the conduct of the company's affairs.

These shares are cumulative (if the financial condition of the company is unstable, dividends on them accumulate and can be issued only after improvement financial situation); revocable or returnable (which the joint-stock company can redeem upon the occurrence of special circumstances, for which the holders of the securities are paid an increased premium).

Ordinary. Income from them depends on the company’s profit margin, its strategy and other factors. Ordinary shares may be non-voting, with limited voting rights, or subordinate.

Since joint stock companies are open And closed, then the types of shares differ on this basis. The difference is that shares of an OJSC can be sold by their owners without the consent of other shareholders, and shares of a CJSC - only after appropriate approval. In addition, shares of the CJSC are issued only in the form of a closed issue. They are not offered for purchase to an unlimited number of people. An OJSC can conduct both open and closed issues.

Shares are divided into posted And announced. Placed are securities that have already been purchased by certain shareholders, announced - issued in addition to those placed.

A joint stock company (public and non-public) is a commercial organization whose capital is divided into shares, that is, securities confirming the rights of shareholders to their share of profits from the organization’s commercial activities. Shareholders of the company bear the risk of loss of profit only within the limits of their share of shares and are not liable for the obligations of the organization.

The authorized capital of a joint-stock company represents the combined contributions of investors (shareholders of the company) and allows it to carry out commercial activities. To create such capital, the company begins issuing shares - the issuance process itself is called issue. This is a whole set of procedures that can occur at the start of the company’s work or already in its process, when it becomes necessary to increase capital and issue additional shares.

The organizational and legal form of a joint-stock company allows you to increase the capital of the company with the help of stock exchanges, for which securities (shares) are also used. The issue procedure requires precise knowledge of modern legislation - it is for this reason that the management of the company that has decided to issue shares should turn to competent lawyers who are well acquainted with the nuances of the legislative norms of the Russian Federation.

The issue of shares also requires assistance from legal entities that control the process of placing shares on the market (underwriters). Therefore, every stage of emission occurs under their control. The joint-stock company enters into an agreement with them for the issue and placement of shares. Underwriters' services are provided for an appropriate fee. The responsibilities of underwriters include support at each stage of the issue of shares.

The issue of shares by a joint stock company can be classified according to two main criteria:

priority - emission can be primary and secondary. In the first case, we mean the issue after registration of the company, as well as the first issue of securities of a certain type. All subsequent emissions are called secondary;
method of placing securities on the market or among potential shareholders:

Subscription is the acquisition of shares for a certain fee under an agreement. Can be open or closed. In the first case, the circle of prospective buyers of shares is not limited. In the second, the distribution of shares occurs without wide publicity;
- distribution - shares are placed only among persons approved in advance by the meeting of the joint-stock company. This method does not involve concluding an agreement to purchase shares and cannot be used for bonds;
- conversion - already issued shares are exchanged for other securities.

The main differences between the issue of shares of a non-public and public JSC

It is necessary to distinguish between the procedures for issuing shares (issues) of a non-public joint stock company and a public joint stock company. The main differences are as follows:

placement of shares – a public joint-stock company can freely place its shares on the market without limiting the circle of buyers. A non-public JSC distributes its securities among shareholders and persons already approved by the founders (shareholders) of the company;
features of the issue of securities - before the issue, the organization undertakes to announce its public prospectus. To issue shares of a non-public joint stock company, only the charter and founders’ agreement are required;
distribution of shares - a non-public JSC has the right to distribute its shares only within a circle of 50 people. There are no such restrictions for a public JSC;
securities management - shareholders of a public joint-stock company have all the rights to freely use their securities - that is, their sale or exchange. Shareholders of a non-public JSC have such opportunities only with the consent of other participants in the company.

Issue of shares: main stages of issue

The issuance procedure involves several main stages:

the adoption of a decision on the issue of shares by a joint-stock company - the beginning of the issue is confirmed by documents and is marked by a decision of the meeting of shareholders or the board of directors. The document contains data on the main characteristics of shares, the method of their placement, the rights of the share owner, etc.;
mandatory registration of the procedure with government agencies - occurs only after approval following documents: forms of shares, prospectus (for large volumes of issue and placement of shares), the actual decision on the issue of shares. The deadline for submitting documents is determined by the order of issue of shares. In any case, the state registration authority undertakes to make a decision or announce a refusal within a month;
issue of certificates - after completion of state registration, shares are prepared for issue. Their forms are produced in printing houses under a license from the Ministry of Finance - it provides several levels of protection against counterfeiting. Quite often, it is not the shares themselves that are issued, but certificates of ownership of a certain number of shares (certificates);
direct placement of shares - this stage is carried out after the company has received documents confirming state registration. The placement of shares, according to the law, should be carried out only if all prospective buyers are provided with access to the securities;
summing up the results of the issue - the end of the issue of shares by a joint-stock company is marked by the preparation of a report for government agencies. It contains information about the nuances of the procedure carried out - the timing of the placement and the number of shares, their volume and value, the amount of income after the issue, etc.;
amendments to the charter - after the completion of the issue, data on the increase in the organization’s capital due to the issue of shares, the number of placed securities, etc. is entered into the company’s charter.

The process of issuing shares by a joint stock company

The entire process of issuing shares by a joint-stock company requires professional legal support, which is offered by Consulting Group employees. Our specialists will provide all the necessary assistance in this matter, and will also prepare the required documentation in full compliance with modern legal standards - this will guarantee that there are no problems during the procedure. The services of competent lawyers will help you avoid mistakes in different stages emissions. You can get more detailed advice by contacting us at the numbers provided.

Promotion- an issue-grade security that secures the rights of its owner (shareholder) (Article 2 of the Law “On the Securities Market”):

to receive part of the profit of the joint-stock company in the form of dividends,
to participate in the management of a joint stock company
and for part of the property remaining after its liquidation.

Securities may be

V documentary form, - in this case, ownership is confirmed certificate securities,
V undocumented form, - in this case, ownership is confirmed by an entry in register holders of securities.

In most cases, shares have a non-documentary form, i.e. the owner of the share does not have any security in his hands, and his rights (to receive dividends, to participate in the management of the joint-stock company, to part of the property after the liquidation of the joint-stock company) are simply confirmed by an entry in the register. At any time the owner can take extract from the register, i.e. document - a copy of such an entry in the register.

There are no differences in the scope of the rights of the owner of shares depending on what form they have - documentary (certificate) or undocumented.

Securities may be

named,
to bearer.

However, all JSC shares are registered.

Issue, placement and circulation of shares. Emission

Let's look at these complex concepts using a specific example.

When establishing a JSC, the following happens: it accepts decision to issue shares JSC (JSC is issuer, i.e. person issuing securities, in this case - shares), this decision is registered with the securities registration authority, and upon registration it is assigned registration number(numeric/alphabetic/character code) - this number identifies a specific issue of shares.

Based on this decisions on the issue of securities JSC starts accommodation shares, i.e. alienating them first owners.

Alienation is a transaction in which the owner changes. The shares belonged to the joint-stock company, but were transferred to other owners. Generally speaking, the alienation of shares can occur in a variety of ways - during the sale of shares, during their distribution between shareholders, through donation, inheritance, etc. However, in our example, the shares were issued at institution JSC - therefore these shares distributed among the founders, i.e. placement occurs through distribution. Subsequently, the JSC may issue additional shares and place them in other ways, for example, by subscription.

After the placement of shares, their owners have the right to alienate them - sell, donate, etc. Ie. shares enter appeal, alienation transactions are carried out with them, i.e. their transfer to new owners.

Thus, the placement of shares means their alienation precisely first owners, and the transfer of shares to subsequent owners occurs during the circulation of shares.

Let's return to our example - based on the decision to issue shares, the JSC placed shares; after the placement, it is necessary to make a report on the results of the issue of shares and register this report with the securities registration authority.

The process we considered is called issue procedure, it includes the following stages (Article 19 of the Law “On the Securities Market”):

the issuer's decision to issue equity securities (in our case, shares);
registration of issue of issue-grade securities;
placement of issue-grade securities (in our case - distribution of shares among the founders);
registration of a report on the results of the issue of equity securities.

The term "issue of securities" is often used.

Issue of securities - a set of securities one issuer

providing same scope of rights to owners
and having identical conditions emissions(initial placement).

All securities of the same issue must have one state registration number .

Issue-grade security - any security, including uncertificated paper, which is simultaneously characterized by the following characteristics (Article 2 of the Law “On the Securities Market”):

secures a set of property and non-property rights;
posted in releases;
has equal volume and terms of exercise of rights within one issue.

Methods of placing shares

In our example, shares were placed by distribution among the founders when establishing a joint stock company, but there are other methods of placement.

The placement of shares is carried out by (1.3. Standards for issuing shares):

a) distribution among the founders of the joint-stock company upon its establishment;

b) distributions among shareholders of the joint-stock company;

c) subscriptions;

d) conversion.

Distribution

We discussed the distribution of shares among the founders of a joint-stock company upon its establishment above (paragraph a)), while the shares are distributed among the founders in accordance with the agreement they concluded on the creation of the joint-stock company.

The distribution of shares among the shareholders of a joint-stock company (clause b)) is carried out in a similar way - for example, when placing additional shares when increasing the authorized capital at the expense of the company’s property, each shareholder is distributed shares of the same category (type) as the shares that he owns, proportionally the number of shares owned by him (clause 5 of Article 28 of the Law “On JSC”).

Open and closed subscription

Placement by open subscription (public placement, public issue) - placement of securities among an unlimited circle of persons;

placement of securities through closed subscription (private placement) - placement of securities among a previously known circle of persons (1.2. Standards for issuing shares).

For indoor society, as opposed to an open one, has no right conduct open subscription for shares issued by it or otherwise offer them for acquisition to an unlimited number of persons.

Right open society to conduct closed subscription the shares it issues may be limited by the charter or by legal requirements.

Conversion

Let's look at an example: if a joint-stock company decided to reduce its authorized capital by reducing the par value of the shares (let the value of the shares be C1, and become C2, where C2< С1), то осуществляется путем конвертации акций это так:

accepted solution on the issue of shares of lower par value (C2), placed by converting shares into them (C1), the decision to reduce the par value of which was made;
registration of the issue of shares is carried out;
for a documentary form of issue - production of securities certificates (in our case - non-documentary form);
conversion is made (i.e. shares C1 and C2);
a report on the results of the issue of shares into which the conversion was carried out is registered (i.e. C2).

In fact, in the share register there will be changes in the characteristics of the shares held by shareholders.

For example, there was a recording

Registered person	Ivanov I.I.
Type of registered person	Owner
Personal account number	№ 01
Type, category (type), form of securities	Registered ordinary shares in uncertificated form
State registration number of the securities issue	2-02-17838-N
Nominal value of one security	100 (one hundred) rubles
Number of securities	50 (fifty) pieces

And after the conversion, the entry changed: State registration number of the securities issue and the Nominal value of one security - steel, for example, 3-03-33333-N and 50 rubles.

Conversion of ordinary shares into preferred shares, bonds and other securities is not permitted (

Giving the owner the right to receive part of the net income from the activities of the joint-stock company in the form of dividends, as well as part of the company’s property in the event of its liquidation.

Ordinary shares give owners the right not only to receive part of the company's profits, but also to participate in the management of the joint-stock company. In this case, one share corresponds to one vote at the general meeting of shareholders.

Preferred shares allow owners to receive a share of profits (usually greater than common shares), but do not provide voting rights at shareholder meetings.

Preferred shares are not widely used in the global financial system. However, in our country they are used quite often today. The fact is that they were usually received by labor collectives during the privatization process. In accordance with the legislation of the Russian Federation, preferred shares provide the same voting rights as ordinary shares in two cases: during the reorganization of a joint-stock company and in the event of non-payment of dividends for a certain period.

There are several approaches to determining the value of shares.

First, accounting value. To do this, the value of the net assets of the joint stock company is taken and divided by the number of issued shares. For example, a company has goods in its warehouse worth 900 thousand rubles, and another 100 thousand in its bank account. Total 1 million. At the same time, it owes the bank 500 thousand rubles on a loan. Thus, its accounting value is 1 million minus 500 thousand equals 500 thousand rubles. 100 shares issued. Then the accounting price of one share, that is, the amount of the company's funds per share, can be calculated by dividing 500 thousand rubles by 100 shares - you get 5 thousand rubles per share.

Secondly, a company can be valued based on the income it generates. Let's assume that the net profit of the joint-stock company is 1 million rubles per year. Current interest rate for loans to similar companies - 10% per annum. The investor has an alternative: not to invest money in the company's shares, but to place it on deposit in a bank or buy a bill or bond. It is necessary to calculate how much you need to place to get the same income. In order for interest payments to amount to the same 1 million rubles, you need to invest 1 million, divided by 10% - equal to 10 million rubles. We can assume that in this case the total value of the company cannot be lower than this figure. And then, if 1 thousand shares are issued - the price of each will be approximately equal to 10 million divided by 1 thousand - the result will be 10 thousand rubles per share.

Thirdly, the market price of a stock is determined by supply and demand on exchanges. It is believed that the free market takes into account all factors together, so the asset is worth exactly what it is worth.

To be admitted to purchase and sale on stock exchanges, shares of joint stock companies undergo a special procedure, which is commonly called