Assessable Capital Stock

  

Assessable capital stock is a stock where the investor is actually liable for amounts greater than what they paid for the stock itself if the company goes under. Usually, this type of share is only for stocks of banks and other financial businesses and often (obviously) results in a loss for the investor.

Non-assessable stock is just the opposite...the investor is only liable up to the amount they paid for the stock initially.

Related or Semi-related Video

Finance: What's the Difference Between C...54 Views

00:00

finance a la shmoop. what's the difference between common and preferred

00:05

shares? hmm well common versus preferred shares. the Smackdown. who would win well

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in a fight near bankruptcy a financially stressed situation preferred shares win

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hands-down. in the investing landscape there's a stack or priority list for who

00:24

gets paid what when. in the situation where a company is insolvent or [kid smiles and gives thumbs up]

00:29

basically goes bankrupt. that is you know nots on this storm and warm long .well in

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the real world there's preferred common stock in both private companies and

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sometimes in public ones . when private companies preferred is the dominant

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initial investing vehicle. in public companies it's the opposite . why? well

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because little tiny companies with two geeky techie kids in a garage in Palo

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Alto are vastly more risky investment than those done in large public

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companies like in coca-cola or Pepsi. when you buy shares of Apple today

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you're buying common shares. ticker a APL this thing right here .so the priority

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stack of who gets what when goes something like this- any cash left over

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in a company liquidation meaning bankrupt so the auctioneers are just

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selling it on eBay in parts. the first money goes to employees like we wrote a [cash in water]

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paycheck. and then there's vendors and like a plumber an electrician who came

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did work and never got paid for it. and then there's bank debt if there is any

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collective paid next. then secondary loans from more risky than bank lenders

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get paid like if venture debt is out there it's it's below bank debt. then

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preferred shares get paid off in full then finally common shareholders get

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paid if there's any money left over and there usually isn't. now in the hopes

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dreams and whimsy of early-stage company investors called venture capitalists, all

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of their companies do well grow fast and they go public. and usually at the IPO

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all of the shares have preferred convert into one class of share called

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common stock. and that's when things go well . that's what venture capitalist

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dream about everything converts preferred becomes common, one class of [man looks excited as he holds pile of cash]

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stock like a APL .but when things don't go so well it gets ugly.

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well uglier. yeah alright let's walk through an example. big deal.com rates

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four million bucks in venture capital. took out a 1 million dollar bank line of

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credit which it fully drew down meaning actually borrowed a million dollars so

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it's got five million bucks cash to working with and it has 200 grand in

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builds owed to employees and vendors like Amazon Web Services Paddy's party

02:43

planning and Joe's five-second rule catering. the company is then sold as

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scrap to a competitor for seven million dollars. so who gets what? well first the

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employees and vendors get paid two hundred grand right off the top three

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six point eight million left. then the million bucks from the bank credit line

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gets paid. and if there was any BAC interest owed well that'd be in here as

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well so we're down to five point eight million dollars left. then the four

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million dollars of venture capital investment gets paid because it was in [equation]

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preferred shares. that gets paid back to the venture guys who notably get all of

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their money back even though the company did not do well. yeah so you'd ask why do

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venture capital people get such a perk of getting their investment back first

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the head of the common shareholders and the founders of the company? well because the

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venture guys take a lot of risk and because many many many companies can't

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even sell for the seven million dollars in scrap, so the four million that the

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venture capital is put in often is worth well pretty much zero zilch zip. so the

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investors have to be paid for the risk that they're taking when they invest

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otherwise they just wouldn't invest as much and that's bad for everyone. after [investors smile]

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this four million bucks is gone well they're swimming at one point eight

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million dollars left and it's that amount that gets split among all the

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other common shareholders. the founder owns 30% of the common at this point. so

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she keeps five hundred forty grand. and the employees who had stock options and

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other investors while they keep the rest. all kind of split up. in practice the

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details make these transactions way way way more complex and there's lawyer

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involved. sorry some term sheets from venture capitalists required that their

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preferred be paid back twice before any common gets paid. so in this case the

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four million dollars would have had to be eight million dollars paid back to

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the venture guys before anything went to the common shareholders. there we've got [list of who gets paid what]

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nothing right why would a founder take such abuse and what's called a 2x

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liquidation preference? well the answer valuation. that is for a simple 1x or one

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x just give us our money back and we'll move on kind of deal the valuation of

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big deal com might be ten million dollars. but if the founder wants a

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valuation of fifteen million dollars or more to stave off dilution from outside

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investors. well she might give on key terms like liquidation preference

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multiples because before the company's funded she's dreaming she's the next

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Google right? and in the case of big deal commit mattered a lot. here the founder

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leaves with over half a million dollars not bad for a failed company right? but

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if they've negotiated for a higher valuation and the VCS had gotten a 2x [woman walks off with pile of cash]

05:26

liquidation preference well the founder would have left with nothing. the idea

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here is that term sheets are complicated and there's an army of lawyers in

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Silicon Valley who negotiate these things all day long. this all they do. so

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I don't want to negotiate against them. got it ?there you go

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common versus preferred shares. not a fair fight. check they're not even in the

05:49

same weight class. yeah all right moving on [cage fighter jumps up and down]

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