Common Stock: Rapid Fire
Chapters in this video
- 0:00 Residual claims and liquidation order
- 1:58 Authorized, issued, outstanding, and treasury shares
- 3:18 Statutory versus cumulative voting and pre-emptive rights
- 5:01 Spinoff basis split versus merger basis substitution
- 5:31 Penny stock definition: unlisted and below $5
- 6:49 Established customer and full disclosure exemptions
- 8:13 OTC equity recommendation review beyond penny stocks
- 8:40 Rapid-fire exam recap
What this video covers
- The exact liquidation hierarchy: secured creditors, unsecured creditors including debentures, subordinated debt, preferred stock, then common stock, and why residual claim means unlimited upside but last-in-line risk
- How authorized, issued, outstanding, and treasury shares nest mathematically, and why treasury stock is issued but not outstanding with zero votes, dividends, or earnings per share (EPS) inclusion
- Statutory versus cumulative voting, which majority holders prefer, and how pre-emptive rights work only if the charter grants them
- Transfer agent versus registrar roles and why they must remain separate entities
- Spinoff cost basis split by relative fair market value (FMV) versus merger basis substitution, and why loss is never recognized in reorganization
- The strict two-part penny stock definition: unlisted and strictly below $5, including exchange-listed exemptions and issuer net tangible asset exemptions at $2 million or $5 million thresholds
- Established customer exemptions for the suitability statement only, the two-business-day signed disclosure requirement, and full exemptions for unsolicited orders, institutional accredited investors, and issuer insiders
- FINRA's over-the-counter (OTC) equity recommendation review beyond penny stocks and its three exemptions
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