Boc Unit 3
Boc Unit 3
Boc Unit 3
3. Limited Liability
• The owners (shareholders) of a private company enjoy limited liability, meaning
their personal assets are generally protected from the company’s debts and
liabilities. The most they can lose is the amount they have invested in the company.
• This is one of the key features of incorporating as a private company, as opposed to
operating as a sole proprietorship or partnership where personal liability may apply.
4. Control and Decision-Making
• The shareholders and directors of a private company usually have more control
over its operations and strategic decisions. Since there are fewer shareholders and
the company is not publicly traded, it is easier for a small group of people to
maintain influence.
• This also means that the company does not face external pressure from public
shareholders demanding short-term profits or influencing corporate governance.
Characteristics
7. Ownership Restrictions
• The transfer of ownership in a private company is usually restricted.
Shareholders typically cannot freely sell their shares without approval from
other shareholders or the company’s board of directors.
• This helps maintain the company's privacy and control within a small group.
8. No Requirement for Public Disclosures
• Private companies are not required to disclose detailed financial statements
or operational data to the public. This allows them to operate with a higher
degree of privacy than public companies, which are required to disclose such
information to protect the interests of public investors.
• This lack of public disclosure can be beneficial for businesses that prefer to
keep strategic plans or financial information confidential.
Characteristics
3. Long-Term Focus
• Avoidance of Market Pressure: Public companies often face pressure to meet the expectations of
shareholders, analysts, and the media, which can result in short-term thinking and a focus on
immediate profitability. In contrast, private companies are less influenced by the need to deliver quick
results for stock market performance. This allows private companies to focus on long-term growth
strategies, research and development, and sustainable expansion.
• Stability in Ownership: Because private companies are typically owned by a small group of people,
ownership is less likely to change frequently. This stability allows the business to pursue its objectives
without being distracted by changes in stockholder interests or market volatility.
4. Control Over Ownership and Governance
• Selective Ownership: The owners of a private company have control over who can invest or
become a shareholder, which helps maintain a cohesive vision for the company. The transfer of shares
often requires the approval of other shareholders or directors, which provides greater control over
who can influence the company's direction.
• Governance Structure: Private companies typically have simpler and more flexible governance
structures than public companies. This can lead to more efficient decision-making, as there are fewer
layers of bureaucracy and less red tape.
Significance
9. Attracting Talent
• Stock Options and Incentives: Private companies can offer stock options, profit-
sharing, or equity-based incentives to attract top talent. This can be a compelling
benefit, especially for startups and growing businesses, as employees can have a
direct stake in the company’s success.
• Employee Loyalty: Since private companies often have a smaller, more cohesive
workforce, employees may feel more invested in the company's success. This can
lead to higher employee retention rates and stronger organizational loyalty.
10. Adaptability to Market Conditions
• Quick Response to Change: Private companies often have fewer layers of
management and decision-making, enabling them to adapt more quickly to
changes in market conditions, technology, or consumer preferences. This agility is
crucial in industries where fast-moving trends and innovations are critical to
success.
• Tailored Solutions: Being more flexible allows private companies to better tailor
their products, services, or business models to the specific needs of their customers
or markets, often leading to more personalized customer experiences.
Concept
A **public company** is a business entity whose shares are publicly traded on a stock
exchange, allowing anyone to buy or sell ownership stakes (shares) in the company.
These companies are typically larger and have undergone an **Initial Public Offering
(IPO)** to offer shares to the public for the first time. Once public, the company is
subject to strict regulatory oversight and must comply with financial reporting,
transparency, and governance rules established by regulatory bodies like the
**Securities and Exchange Commission (SEC)** in the U.S. or the **Financial Conduct
Authority (FCA)** in the UK.
Public companies raise capital by issuing shares, and their ownership is distributed
among a large number of shareholders, including institutional investors, individual
investors, and sometimes other companies. Shareholders can buy or sell these shares
on stock exchanges such as the **New York Stock Exchange (NYSE)** or **NASDAQ**.
In addition to the ability to raise large amounts of capital, being a public company
provides greater visibility, credibility, and liquidity. However, public companies also
face regulatory scrutiny, higher operational costs, and the pressure to meet the
expectations of shareholders and the market.
Formation
•Preparation and Planning: The company assesses its readiness for public life and
establishes the necessary corporate governance structure.
•Choosing the Method: The company can go public through an Initial Public Offering
(IPO), a direct listing, or a reverse merger with an existing public company.
•Hiring an Underwriter: Investment banks or underwriters are engaged to guide the
company through the process, help set share prices, and market the offering.
•Due Diligence and Documentation: The company prepares a prospectus and files a
registration statement with regulatory authorities (e.g., the SEC), disclosing detailed
financial information.
•Pricing the IPO: The share price is determined based on demand and market
conditions, often through a roadshow where potential investors are introduced to the
company.
•Launch the Offering: Shares are publicly sold, and the company’s stock is listed on a
stock exchange (like the NYSE or NASDAQ), allowing the public to buy and sell shares.
•Post-IPO Compliance: After going public, the company must adhere to ongoing
reporting requirements, disclose financial information regularly, and maintain strong
corporate governance standards
Characteristics
3. Choosing an Underwriter
• Investment Banks: Most companies going public with an IPO hire an underwriter, usually an
investment bank or a group of banks, to guide them through the process. The underwriter helps set the
price of the shares, markets the IPO to potential investors, and ensures that the company meets all
regulatory requirements.
• Underwriting Agreement: The underwriter and the company enter into an agreement that outlines the
terms of the IPO, including how many shares will be sold, the price range, and the underwriting fee
structure.
4. Due Diligence and Legal Documentation
• Due Diligence: The company undergoes an extensive due diligence process, during which the
underwriters, lawyers, and accountants review the company’s financials, operations, and legal standing to
ensure there are no hidden liabilities or risks that might affect investors.
• Prospectus: The company prepares a detailed document known as a prospectus, which is a public
disclosure document that contains vital information for potential investors. This includes the company’s
financial statements, business model, risks, management structure, use of proceeds, and more. In the
U.S., this document is filed with the Securities and Exchange Commission (SEC) for review and
approval.
• Registration Statement: The company files a registration statement with the SEC (in the U.S.) or the
relevant securities regulatory authority in its country. This document provides all the necessary
information about the company, its financial position, and the terms of the offering. Once the SEC reviews
and approves the registration, the company can move forward with the offering.
Characteristics
1. Access to Capital
• Raising Funds: Public companies can raise large amounts of capital by issuing
shares through an Initial Public Offering (IPO) or subsequent offerings. This
capital can be used for expansion, research and development, acquisitions, or
paying off debt.
• Growth and Expansion: The ability to raise funds from a broad base of
investors allows public companies to scale faster than private companies. This
leads to increased production, more jobs, and greater market reach.
2. Liquidity for Investors
• Trading Shares: Public companies have their shares listed on stock exchanges,
which provides liquidity for shareholders. Investors can buy and sell shares on
the open market, giving them the ability to exit their investment relatively easily.
• Attracting Investment: The liquidity and transparency of publicly traded shares
make public companies more attractive to institutional investors, such as mutual
funds, pension funds, and hedge funds, which can invest large sums of money
Significance
7. Economic Impact
• Job Creation: As public companies grow and expand, they often create
thousands of jobs, both directly within the company and indirectly through
suppliers, contractors, and service providers.
• Innovation and Competition: Public companies have the financial resources to
invest in research and development (R&D), which drives innovation and
technological advancements. Their competitive position often helps stimulate
progress in their industries and across the economy.
8. Increased Accountability and Governance
• Shareholder Oversight: Public companies are governed by a board of directors
and are held accountable to their shareholders, who can vote on major corporate
decisions. This accountability often results in better decision-making and
increased transparency in operations.
• Regulatory Compliance: Public companies must comply with strict financial
reporting requirements and corporate governance standards, which helps reduce
corporate fraud, increase accountability, and promote ethical business practices.
Significance