Public company

A public company, publicly traded company, publicly held company, publicly listed company, or public limited company is a corporation whose ownership is dispersed among the general public in many shares of stock which are freely traded on a stock exchange or in over the counter markets. In some jurisdictions, public companies over a certain size must be listed on an exchange. A public company can be listed (listed company) or unlisted (unlisted public company).

Public companies are formed within the legal systems of particular nations, and therefore have national associations and formal designations which are distinct and separate. For example one of the main public company forms in the United States is called a limited liability company (or LLC), in France is called a "society of limited responsibility" (SARL), in Britain a public limited company (plc), and in Germany a company with limited liability (GmbH). While the general idea of a public company may be similar, differences are meaningful, and are at the core of international law disputes with regard to industry and trade.

Vereenigde Oostindische Compagnie spiegelretourschip Amsterdam replica
Replica of an East Indiaman of the Dutch East India Company/United East Indies Company. The Dutch East India Company (also known by the abbreviation “VOC” in Dutch), the world's first formally listed public company,[1] started off as a spice trader. In 1602 the VOC undertook the world's first recorded IPO. "Going public" enabled the company to raise the vast sum of 6.5 million guilders quickly.

History

Emanuel de Witte - De binnenplaats van de beurs te Amsterdam
Courtyard of the Amsterdam Stock Exchange (or Beurs van Hendrick de Keyser in Dutch), the world's first formal stock exchange.[2][3][4][5] Modern-day publicly listed multinational corporations (including Forbes Global 2000 companies), in many respect, are all 'descendants' of a business model pioneered by the Dutch East India Company (VOC) in the 17th century.[6]
VOC aandeel 9 september 1606
One of the oldest known stock certificates, issued by the VOC chamber of Enkhuizen, dated 9 Sep 1606[7][8][9][10]

In the early modern period, the Dutch developed several financial instruments and helped lay the foundations of modern financial system.[11][12] The Dutch East India Company (VOC) became the first company in history to issue bonds and shares of stock to the general public. In other words, the VOC was officially the first publicly traded company,[13] because it was the first company to be ever actually listed on an official stock exchange. While the Italian city-states produced the first transferable government bonds, they did not develop the other ingredient necessary to produce a fully fledged capital market: corporate shareholders. As Edward Stringham (2015) notes, "companies with transferable shares date back to classical Rome, but these were usually not enduring endeavors and no considerable secondary market existed (Neal, 1997, p. 61)."[14]

Securities of a company

Usually, the securities of a publicly traded company are owned by many investors while the shares of a privately held company are owned by relatively few shareholders. A company with many shareholders is not necessarily a publicly traded company. In the United States, in some instances, companies with over 500 shareholders may be required to report under the Securities Exchange Act of 1934; companies that report under the 1934 Act are generally deemed public companies.

Advantages

Public companies possess some advantages over privately held businesses.

  • Publicly traded companies are able to raise funds and capital through the sale (in the primary or secondary market) of shares of stock. This is the reason publicly traded corporations are important; prior to their existence, it was very difficult to obtain large amounts of capital for private enterprises - significant capital could only come from a smaller set of wealthy investors or banks willing to risk typically large investments. The profit on stock is gained in form of dividend or capital gain to the holders.
  • The financial media, analysts, and the public are able to access additional information about the business, since the business is commonly legally bound, and naturally motivated (so as to secure further capital), to publicly disseminate information regarding the financial status and future of the company to its many shareholders and the government.
  • Because many people have a vested interest in the company's success, the company may be more popular or recognizable than a private company.
  • The initial shareholders of the company are able to share risk by selling shares to the public. If one were to hold a 100% share of the company, he or she would have to pay all of the business's debt; however, if an individual were to hold a 50% share, they would only need to pay 50% of the debt. This increases asset liquidity and the company does not need to depend on funding from a bank. For example, in 2013 Facebook founder Mark Zuckerberg owned 29.3% of the company's class A shares,[15] which gave him enough voting power to control the business, while allowing Facebook to raise capital from, and distribute risk to, the remaining shareholders. Facebook was a privately held company prior to its initial public offering in 2012.[16]
  • If some shares are given to managers or other employees, potential conflicts of interest between employees and shareholders (an instance of principal-agent problem) will be remitted. As an example, in many tech companies, entry-level software engineers are given stock in the company upon being hired (thus they become shareholders). Therefore, the engineers have a vested interest in the company succeeding financially, and are incentivized to work harder and more diligently to ensure that success.

Disadvantages

Many stock exchanges require that publicly traded companies have their accounts regularly audited by outside auditors, and then publish the accounts to their shareholders. Besides the cost, this may make useful information available to competitors. Various other annual and quarterly reports are also required by law. In the United States, the Sarbanes–Oxley Act imposes additional requirements. The requirement for audited books is not imposed by the exchange known as OTC Pink.[17][18] The shares may be maliciously held by outside shareholders and the original founders or owners may lose benefits and control. The principal-agent problem, or the agency problem is a key weakness of public companies. The separation of a company's ownership and control is especially prevalent in such countries as U.K and U.S.

Stockholders

In the United States, the Securities and Exchange Commission requires that firms whose stock is traded publicly report their major shareholders each year.[19] The reports identify all institutional shareholders (primarily, firms owning stock in other companies), all company officials who own shares in their firm, and any individual or institution owning more than 5% of the firm's stock.[19]

General trend

For many years, newly created companies were privately held but held initial public offering to become publicly traded company or to be acquired by another company if they became larger and more profitable or had promising prospects. More infrequently, some companies — such as investment banking firm Goldman Sachs and logistics services provider United Parcel Service (UPS) — chose to remain privately held for a long period of time after maturity into a profitable company.

However, from 1997 to 2012, the number of corporations publicly traded on American stock exchanges dropped 44%.[20] According to one observer (Gerald F. Davis), "public corporations have become less concentrated, less integrated, less interconnected at the top, shorter lived, less remunerative for average investors, and less prevalent since the turn of the 21st century".[21] Davis argues that technological changes such as the decline in price and increasing power, quality and flexibility of computer Numerical control machines and newer digitally enabled tools such as 3D printing will lead to smaller and more local organization of production.[21]

Privatization

A group of private investors or another company that is privately held can buy out the shareholders of a public company, taking the company private. This is typically done through a leveraged buyout and occurs when the buyers believe the securities have been undervalued by investors. In some cases, public companies that are in severe financial distress may also approach a private company or companies to take over ownership and management of the company. One way of doing this would be to make a rights issue designed to enable the new investor to acquire a supermajority. With a super-majority, the company could then be relisted, i.e. privatized.

Alternatively, a publicly traded company may be purchased by one or more other publicly traded companies, with the target company becoming either a subsidiary or joint venture of the purchaser(s), or ceasing to exist as a separate entity, its former shareholders receiving compensation in the form of either cash, shares in the purchasing company or a combination of both. When the compensation is primarily shares then the deal is often considered a merger. Subsidiaries and joint ventures can also be created de novo — this often happens in the financial sector. Subsidiaries and joint ventures of publicly traded companies are not generally considered to be privately held companies (even though they themselves are not publicly traded) and are generally subject to the same reporting requirements as publicly traded companies. Finally, shares in subsidiaries and joint ventures can be (re)-offered to the public at any time — firms that are sold in this manner are called spin-outs.

Most industrialized jurisdictions have enacted laws and regulations that detail the steps that prospective owners (public or private) must undertake if they wish to take over a publicly traded corporation. This often entails the would-be buyer(s) making a formal offer for each share of the company to shareholders.

Trading and valuation

The shares of a publicly traded company are often traded on a stock exchange. The value or "size" of a company is called its market capitalization, a term which is often shortened to "market cap". This is calculated as the number of shares outstanding (as opposed to authorized but not necessarily issued) times the price per share. For example, a company with two million shares outstanding and a price per share of US$40 has a market capitalization of US$80 million. However, a company's market capitalization should not be confused with the fair market value of the company as a whole since the price per share are influenced by other factors such as the volume of shares traded. Low trading volume can cause artificially low prices for securities, due to investors being apprehensive of investing in a company they perceive as possibly lacking liquidity.

For example, if all shareholders were to simultaneously try to sell their shares in the open market, this would immediately create downward pressure on the price for which the share is traded unless there were an equal number of buyers willing to purchase the security at the price the sellers demand. So, sellers would have to either reduce their price or choose not to sell. Thus, the number of trades in a given period of time, commonly referred to as the "volume" is important when determining how well a company's market capitalization reflects true fair market value of the company as a whole. The higher the volume, the more the fair market value of the company is likely to be reflected by its market capitalization.

Another example of the impact of volume on the accuracy of market capitalization is when a company has little or no trading activity and the market price is simply the price at which the most recent trade took place, which could be days or weeks ago. This occurs when there are no buyers willing to purchase the securities at the price being offered by the sellers and there are no sellers willing to sell at the price the buyers are willing to pay. While this is rare when the company is traded on a major stock exchange, it is not uncommon when shares are traded over-the-counter (OTC). Since individual buyers and sellers need to incorporate news about the company into their purchasing decisions, a security with an imbalance of buyers or sellers may not feel the full effect of recent news.

See also

References

  1. ^ Funnell, Warwick; Robertson, Jeffrey: Accounting by the First Public Company: The Pursuit of Supremacy. (Routledge, 2013, ISBN 0415716179)
  2. ^ Brooks, John: The Fluctuation: The Little Crash in '62, in Business Adventures: Twelve Classic Tales from the World of Wall Street. (New York: Weybright & Talley, 1968)
  3. ^ Shiller, Robert (2011). Economics 252, Financial Markets: Lecture 4 – Portfolio Diversification and Supporting Financial Institutions (Open Yale Courses). [Transcript]
  4. ^ Petram, Lodewijk: The World's First Stock Exchange: How the Amsterdam Market for Dutch East India Company Shares Became a Modern Securities Market, 1602–1700. Translated from the Dutch by Lynne Richards. (Columbia University Press, 2014, pp. 304)
  5. ^ Macaulay, Catherine R. (2015). “Capitalism's renaissance? The potential of repositioning the financial 'meta-economy'”. (Futures, Volume 68, April 2015, p. 5–18)
  6. ^ Taylor, Bryan (6 Nov 2013). "The Rise and Fall of the Largest Corporation in History". BusinessInsider.com. Retrieved 18 August 2017.
  7. ^ "World's oldest share". The World's Oldest Share. Retrieved 8 August 2017.
  8. ^ "Dutch history student finds world's oldest share". Guinness World Records Limited 2014. 10 Sep 2010. Retrieved 8 August 2017.
  9. ^ "Student finds oldest Dutch share". Radio Netherlands Worldwide. 10 Sep 2010. Archived from the original on 8 August 2014. Retrieved 8 August 2017.
  10. ^ Dunkley, Jamie (11 Sep 2010). "Dutch student finds world's oldest share certificate". Telegraph.co.uk. Retrieved 8 August 2017.
  11. ^ Tracy, James D. (1985). A Financial Revolution in the Habsburg Netherlands: Renten and Renteniers in the County of Holland, 1515–1565. (University of California Press, 300 pp)
  12. ^ Sylla, Richard (2015). "Financial Development, Corporations, and Inequality". (BHC-EBHA Meeting). As Richard Sylla (2015) notes, "In modern history, several nations had what some of us call financial revolutions.... The first was the Dutch Republic four centuries ago."
  13. ^ Kaiser, Kevin; Young, S. David (2013): The Blue Line Imperative: What Managing for Value Really Means. (Jossey-Bass, 2013, ISBN 978-1118510889), p. 26. As Kevin Kaiser & David Young (2013) explain, "There are other claimants to the title of first public company, including a twelfth-century water mill in France and a thirteenth-century company intended to control the English wool trade, Staple of London. Its shares, however, and the manner in which those shares were traded, did not truly allow public ownership by anyone who happened to be able to afford a share. The arrival of VOC shares was therefore momentous, because as Fernand Braudel pointed out, it opened up the ownership of companies and the ideas they generated, beyond the ranks of the aristocracy and the very rich, so that everyone could finally participate in the speculative freedom of transactions."
  14. ^ Stringham, Edward Peter: Private Governance: Creating Order in Economic and Social Life. (Oxford University Press, 2015, ISBN 9780199365166), p.42
  15. ^ "Zuckerberg Now Owns 29.3 Percent Of Facebook's Class A Shares And This Stake Is Worth $13.6 billion".
  16. ^ Investopedia (14 August 2015). "If You Had Invested Right After Facebook's IPO (FB, TWTR)".
  17. ^ Devcic, John (September 21, 2014). "The Over-The-Counter Market: An Introduction To Pink Sheets". Investopedia. Retrieved February 15, 2017.
  18. ^ "Pink: The Open Market". OTC Markets. The Markets. Retrieved February 15, 2017.
  19. ^ a b "Myth #5. The Federal Reserve is owned and controlled by foreigners". Political Research Associates. Retrieved November 23, 2008.
  20. ^ "Is it time to rethink public corporations?". Minnesota Public Radio News. November 14, 2012. Retrieved February 15, 2017.
  21. ^ a b Davis, Gerald F. (April 24, 2012). "Re-imagining the corporation" (PDF). Ross School of Business, University of Michigan. Retrieved February 15, 2017.
Bangkok Bank

Bangkok Bank Public Company Limited (Thai: ธนาคารกรุงเทพ, RTGS: Thanakhan Krung Thep) is one of the largest commercial banks in Thailand. Its branch network includes over 1,165 branches, As of September 2018 within Thailand, with 32 international branches in 15 economies, including wholly owned subsidiaries in Malaysia and China. Bangkok Bank has branches in London and New York to complement its Southeast Asian network.

Bergens Tidende

Bergens Tidende is Norway's fifth-largest newspaper, and the country's largest newspaper outside Oslo.

Bergens Tidende is owned by the public company Schibsted ASA. Norwegian owners held a mere 42% of the shares in Schibsted at the end of 2015. Bergens Tidende is thus foreign-owned.

CTH (company)

CTH Public Company Limited (CTH), formerly known as Cable Thai Holding Public Company Limited, was a Thai pay TV operator and Internet broadband services provider.

It was founded by a large group of cable television operators as Cable Thai Holding, a holding company established for dealing and share its content. It was offering pay television channels on an analog CATV system which had a largest customer base in Thailand with over 2.5 million households before started its own pay TV business as CTH.CTH holds English Premier League broadcast rights for season 2013/14 till 2015/16 in Thailand, Laos and Cambodia.

Initial public offering

Initial public offering (IPO) or stock market launch is a type of public offering in which shares of a company are sold to institutional investors and usually also retail (individual) investors; an IPO is underwritten by one or more investment banks, who also arrange for the shares to be listed on one or more stock exchanges. Through this process, colloquially known as floating, or going public, a privately held company is transformed into a public company. Initial public offerings can be used: to raise new equity capital for the company concerned; to monetize the investments of private shareholders such as company founders or private equity investors; and to enable easy trading of existing holdings or future capital raising by becoming publicly traded enterprises.

After the IPO, shares traded freely in the open market are known as the free float. Stock exchanges stipulate a minimum free float both in absolute terms (the total value as determined by the share price multiplied by the number of shares sold to the public) and as a proportion of the total share capital (i.e., the number of shares sold to the public divided by the total shares outstanding). Although IPO offers many benefits, there are also significant costs involved, chiefly those associated with the process such as banking and legal fees, and the ongoing requirement to disclose important and sometimes sensitive information.

Details of the proposed offering are disclosed to potential purchasers in the form of a lengthy document known as a prospectus. Most companies undertake an IPO with the assistance of an investment banking firm acting in the capacity of an underwriter. Underwriters provide several services, including help with correctly assessing the value of shares (share price) and establishing a public market for shares (initial sale). Alternative methods such as the Dutch auction have also been explored and applied for several IPOs.

Limited company

In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.

Limited companies can be found in most countries, although the detailed rules governing them vary widely. It is also common for a distinction to be made between the publicly tradable companies of the plc type (for example, the German Aktiengesellschaft (AG), British PLC, Czech a.s., Italian S.p.A., Hungarian Zrt. and the Spanish, French, Polish, Greek and Romanian S.A.), and the "private" types of company (such as the German GmbH, Portuguese Ltda., British Ltd., Polish sp. z o.o., the Czech s.r.o., the French s.a.r.l., the Italian and Romanian s.r.l., Hungarian kft. and Slovak s.r.o.)

Narodne novine

Narodne novine (English: The People's Newspaper) is the official gazette (or newspaper of public record) of the Republic of Croatia which publishes laws, regulations, appointments and official decisions and releases them in the public domain. It is published by the eponymous public company.

The Narodne novine started as the Novine Horvatzke, first published on January 6, 1835 by Ljudevit Gaj, who created and printed the paper. The first usage of the term "Narodne novine" was in 1843, but the paper changed several names over the years, usually according to the name of the state that Croatia was part of.

Gaj sold the original publishing company to the government in 1868. The current incarnation of the company was officially founded in 1952. In 2001 the company became a public company (Croatian: dioničko društvo).

The Narodne novine as the official gazette of the Republic of Croatia promulgates acts, laws and other rules and regulations of the Croatian Parliament, bylaws of the Croatian Government and also Decrees of the President of the Republic. On publication, legislation begins a brief period (usually 8 days) known as vacatio legis, allowing it to become widely known before taking legal effect.

PTT Public Company Limited

PTT Public Company Limited or simply PTT (Thai: ปตท) is a Thai state-owned SET-listed oil and gas company. Formerly known as the Petroleum Authority of Thailand, it owns extensive submarine gas pipelines in the Gulf of Thailand, a network of LPG terminals throughout the kingdom, and is involved in electricity generation, petrochemical products, oil and gas exploration and production, and gasoline retailing businesses.Affiliated companies include PTT Exploration and Production, PTT Global Chemical, PTT Asia Pacific Mining, and PTT Green Energy.

PTT is one of the largest corporations in the country and also the only company from Thailand listed in Fortune Global 500 companies. The company ranks 81st among top 500 on the Fortune 500, and 180 on the Forbes 2000.

Public limited company

A public limited company (legally abbreviated to PLC) is a type of public company under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland. It is a limited liability company whose shares may be freely sold and traded to the public (although a PLC may also be privately held, often by another PLC), with a minimum share capital of £50,000 and usually with the letters PLC after its name. Similar companies in the United States are called publicly traded companies. Public limited companies will also have a separate legal identity.

A PLC can be either an unlisted or listed company on the stock exchanges. In the United Kingdom, a public limited company usually must include the words "public limited company" or the abbreviation "PLC" or "plc" at the end and as part of the legal company name. Welsh companies may instead choose to end their names with ccc, an abbreviation for cwmni cyfyngedig cyhoeddus. However, some public limited companies (mostly nationalised concerns) incorporated under special legislation are exempted from bearing any of the identifying suffixes.

The term "public limited company" and the "PLC"/"plc" suffix were introduced in 1981; prior to this, all limited companies bore the suffix "Limited" ("Ltd."), which is still used by private limited companies.

Reverse takeover

A reverse takeover or reverse merger takeover (reverse IPO) is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. The transaction typically requires reorganization of capitalization of the acquiring company. Sometimes, conversely, the private company is bought by the public listed company through an asset swap and share issue.

Sarbanes–Oxley Act

The Sarbanes-Oxley Act of 2002 (Pub.L. 107–204, 116 Stat. 745, enacted July 30, 2002), also known as the "Public Company Accounting Reform and Investor Protection Act" (in the Senate) and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" (in the House) and more commonly called Sarbanes–Oxley, Sarbox or SOX, is a United States federal law that set new or expanded requirements for all U.S. public company boards, management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.The bill, which contains eleven sections, was enacted as a reaction to a number of major corporate and accounting scandals, including Enron and WorldCom. The sections of the bill cover responsibilities of a public corporation's board of directors, add criminal penalties for certain misconduct, and require the Securities and Exchange Commission to create regulations to define how public corporations are to comply with the law.

Thai Airways

Thai Airways International Public Company Limited, trading as THAI (SET: THAI, Thai: บริษัท การบินไทย จำกัด (มหาชน)) is the flag carrier airline of Thailand. Formed in 1988, the airline has its corporate headquarters in Vibhavadi Rangsit Road, Chatuchak District, Bangkok, and primarily operates from Suvarnabhumi Airport. THAI is a founding member of the Star Alliance. The airline is the second-largest shareholder of the low-cost carrier Nok Air with a 21.80 per cent stake, and it launched a regional carrier under the name Thai Smile in the middle of 2012 using new Airbus A320 aircraft.From its hub at Suvarnabhumi Airport and secondary hub at Phuket International Airport, Thai (including subsidiaries) flies to 84 destinations in 37 countries, using a fleet of over 90 aircraft. The airline was once the operator of two of the world's longest non-stop routes between Bangkok and Los Angeles and New York City, but due to high fuel prices, the withdrawal of aircraft, luggage weight limits and rising airfares, the airline abandoned all non-stop US services in 2012 indefinitely. As of 2013, services between Bangkok and Los Angeles were served via Incheon International Airport near Seoul, however, it ended its service to the US on 25 October 2015. Thai's route network is dominated by flights to Europe, East Asia, and South/Southwest Asia, though the airline serves five cities in Oceania. Thai was the first Asia-Pacific airline to serve London Heathrow Airport. Among Asia-Pacific carriers, the company has one of the largest passenger operations in Europe. As of the end of 2018, it employed about 1,300 pilots across all of its routes..

Verdens Gang

Verdens Gang ("The course of the world"), generally known under the abbreviation VG, is a Norwegian tabloid newspaper. In 2016, circulation numbers stood at 93,883, having declined from a peak circulation of 390,510 in 2002. VG is nevertheless the most read online newspaper in Norway, with about 2 million daily readers.Verdens Gang AS is a private company wholly owned by the public company Schibsted ASA. Somewhere between 30% and 60% of Schibsted is owned by international institutional investors such as Goldman Sachs and Northern Trust. Norwegian owners held a mere 42% of the shares in Schibsted at the end of 2015; VG is thus foreign-owned.

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