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1. Accrued Interest The interest earned on a bond between interest payment periods (generally twice a year). 2. Acquisition One company taking control o another by purchasing a ma!ority or all o the target company"s outstanding shares. An #un riendly# or #hostile# acquisition attempt is usually characteri$ed by an o er ar in e%cess o the market &alue o the shares' which is meant to induce current stockholders into selling. (. Annual )eport A publication that is issued yearly by all publicly held corporations and reely a&ailable to all shareholders. It re&eals the company"s assets' liabilities' re&enues' e%penses' and earnings or the past year' along with other inancial data. *. Audit +ommittee Appointed by the ,oard o -irectors and charged with monitoring the internal and e%ternal re&iews o the inances o the .%change and its subsidiaries' and o the .%change/s in ormation technology systems. 0. ,alance 1heet A condensed inancial statement showing the nature and amount o a company"s assets' liabilities and capital on a gi&en date. In dollar amounts the balance sheet shows that the company owned' what it owed' and the ownership interest in the company o its stockholders. 2. ,ear 3or generations' bulls and bears on 1tock e%changes ha&e re erred to two decidedly di erent types o in&estors 4 the bulls being those who e%pect stock prices to rise' the bears being those who belie&e prices are about to decline. 5. ,ear 6arket A term to describe a market o declining prices. 7. ,lue +hip A company known nationally or the quality o its products or ser&ices' its reliability' and its ability to operate pro itably in good and bad economic times.
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12. +ash 3low )eported net income o a corporation plus amounts charged or depreciation' depletion' amorti$ation' e%traordinary charges to reser&es' which are bookkeeping deductions and not paid out in actual dollars and cents. 15. +losed4end 3und +losed4end unds ha&e a i%ed number o shares outstanding. 3ollowing an initial public o ering' those shares trade throughout the day on an e%change between in&estors. 1hare prices are determined by the orces o supply and demand and can be more or less than the und"s net asset &alue (;A<). This di ers rom open4end unds' which continuously o er their shares to in&estors and whose share prices are based on their ;A<' determined at the close o each business day. 17. +ommercial =aper <ery short term IO:s written by reputable blue chip companies in need o short4term inancing. 18. +ommodities Articles o commerce or products that can be used or commerce. In a narrow sense' products traded on an authori$ed commodity e%change. Types o commodities include agricultural products' metals' petroleum' oreign currencies' inancial instruments and inde%es to name a ew. 2>. +ommon 1tock 1ecurities that represent an ownership interest in a corporation. I the company has also issued pre erred stock' both common and pre erred ha&e ownership rights. +ommon stockholders assume the greater risk' but generally e%ercise the greater control and may gain the greater award in the orm o di&idends and capital appreciation. The terms common stock and capital stock are o ten used interchangeably when the company has no pre erred stock. 21. +onglomerate A corporation that has di&ersi ied in operations usually by acquiring enterprises in widely &aried industries. 22. +onsolidated ,alance 1heet A balance sheet showing the inancial condition o a corporation and its subsidiaries.
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22. +urrent @iabilities 6oney owed and payable by a company' usually within one year. 25. +apital ?ains and @osses In&estors contact the 1.+ asking about the ta% consequences when they sell securities. In particular' in&estors want to know whether they will ha&e to pay a capital gains ta% or can take a capital loss. The 1.+ does not regulate this area. The Internal )e&enue 1er&ice does instead 27. .%ecuti&e +ompensation The ederal securities laws require clear' concise and understandable disclosure about compensation paid to +.Os and certain other high4 ranking e%ecuti&e o icers o public companies. 1e&eral types o documents that a company iles with the +ommission include in ormation about the company"s e%ecuti&e compensation policies and practices. 9ou can locate in ormation about e%ecuti&e pay inA (1) the company"s annual pro%y statementB (2) the company"s annual report on 3orm 1>4CB and (() registration statements iled by the company to register securities or sale to the public. The easiest place to look up in ormation on e%ecuti&e pay is probably the annual pro%y statement. 28. 3ore% 4 3oreign +urrency Transactions The oreign e%change markets are sometimes re erred to as # ore%.# Operating 2* hours a day' the ore% market is highly liquid and most o the trading is conducted electronically or o&er the phone. ,anks' insurance companies' large corporations and other large inancial Prepared By P.Sravan Kumar MBA !Ph"# Page !
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The idea that the &alue and performance of t'o companies combined 'ill be greater than the sum of the separate indi&idual parts This term is used mostly in the context of mergers and acquisitions. For example, if Company A has an excellent product but lousy distribution whereas Company B has a great distribution system but poor products, the companies could create synergy with a merger. Prepared By P.Sravan Kumar MBA !Ph"# Page (
A corporate structure 'hereby the shareholders of the company ha&e a limited liability to the company,s actionsBasically, an LLC is a hybrid between a partnership and a corporation ! . $ho is %erchant Banker%
A bank that deals mostly in -but is not limited to. international finance, long+term loans for companies and under'riting. /erchant banks do not pro&ide regular banking ser&ices to the general public. !!. $hat is pub ic f oat% The total number of shares publicly o'ned and a&ailable for trading. The float is calculated by subtracting restricted shares from outstanding shares. For example, a company may ha e ! million outstanding shares, but only " million are trading on the stoc# mar#et. $o, the float would be " million. &'. (econdar! %arket A market on 'hich an in&estor purchases an asset from another in&estor rather than an issuing corporation. good example is the %ew &or# $toc# 'xchange. (ere all stoc# exchanges are part of the secondary mar#et, as in estors buy securities from other in estors instead of an issuing company.
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5(. Insider Trading #Insider trading# is a term that most in&estors ha&e heard and usually associate with illegal conduct. ,ut the term actually includes both legal and illegal conduct. The legal &ersion is when corporate insidersE o icers' directors' and employeesEbuy and sell stock in their own companies. Dhen corporate insiders trade in their own securities' they must report their trades to the 1.+. .%amples o insider trading cases that ha&e been brought by the 1.+ are cases againstA
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55. ;ew Issue or I=O A stock or bond sold by a corporation or the irst time. =roceeds may be used to retire outstanding securities o the company' or new plants or equipment' or additional working capital' or to acquire a public ownership interest in the company or pri&ate owners. 57. ;ew 9ork 1tock .%change (;91.) The ;91. marketplace blends public pricing with assigned dealer responsibilities. Aided by ad&anced technology' public orders meet and interact on the trading loor with a minimum o dealer inter erence. The result is competiti&e price disco&ery at the point o sale. @iquidity in the ;91. market is pro&ided by indi&idual and institutional in&estors' member irms trading or their own accounts' and assigned specialists. The ;91. is linked with other markets trading listed securities through the Intermarket Trading 1ystem (IT1). 58. ;ominating H ?o&ernance +ommittee Appointed by the ;91. ,oard o -irectors and charged with (i)recommending to the ,oard candidates or the ,oard o -irectors' the ,oard o .%ecuti&es and or Trustees o the ?ratuity 3und' (ii) re&iewing the .%change/s go&ernance principles and practices' (iii) establishing and o&erseeing sel 4assessment by the ,oard and the ,oard o Prepared By P.Sravan Kumar MBA !Ph"# Page 12
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The 1arbanes4O%ley Act o 2>>2 addresses a wide range o corporate4 accountability issues. Cey pro&isions o the legislation' which apply to both :.1. and oreign pri&ate issuers' willA +reate a =ublic +ompany Accounting O&ersight ,oard to establish auditing standards and regulate accountants who audit public companiesB =rohibit auditors rom pro&iding non4audit ser&ices to audit clients' e%cept with o&ersight board pre4appro&alB )equire +.Os and +3Os to certi y their companies/ annual and quarterly inancial reports' sub!ect to ci&il and criminal penaltiesB )equire +.Os and +3Os to or eit bonuses' incenti&e compensation or gains rom the sale o company securities during the 124month period a ter the initial publication o inancial statements that ha&e to be reinstated as a result o misconductB -emand real4time disclosure' in plain .nglish' o material changes to an issuer/s inancial condition or operationsB )equire public companies to ha&e an audit committee composed entirely o independent directorsB )equire public companies to disclose the adoption o ' and any changes to' corporate codes o ethicsB =rohibit issuers rom e%tending new personal loans to directors and e%ecuti&e o icersB Accelerate the reporting o insider transactions to within two business daysB =rohibit directors and e%ecuti&e o icers rom trading company stock during company bene it plan blackout periodsB =ro&ide criminal penalties or destroying audit records or alsi ying documentsB .nhance criminal penalties or &iolations o anti raud rules' ederal securities laws and other Lwhite4collarM crimesB
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128. 1pin4O The separation o a subsidiary or di&ision o a corporation rom its parent by issuing shares in a new corporate entity. 1hareowners in the
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Accurate and timely in ormation regarding stock prices and &olume. 1(8. Treasuries -ebt obligations o the :.1. go&ernment. Treasuries are among the sa est in&estments' since the ull aith and credit o the go&ernment secure them. The interest o Treasuries is e%empt rom state and local ta%es but is sub!ect to ederal income ta%. There are three types o treasuriesA Treasury ,ills' with maturities o one year or lessB Treasury ;otes' with maturities ranging rom one to 1> yearsB and Treasury ,onds' long4term instruments with maturities o 1> years or more. 1*>. Treasury 1tock 1hares' ormerly outstanding' that were repurchased by the issuing company. +ompanies o ten repurchase stock to bene it e%isting shareholders. Those who sell recei&e a premium price rom the company or their shares' thus substituting a large capital gain or uture di&idends. This ploy is used when di&idend ta%es are higher than capital gains ta%es. )emaining in&estors who keep their shares bene it rom a tightened supply' which raises the share price. +ompanies may later resell treasury stock' or retire it according to a shareholder &ote. Page 22
A re&erse stock split reduces the number o shares and increases the share price proportionately. 3or e%ample' i you own 1>'>>> shares o a company and it declares a one or ten re&erse split' you will own a total o 1'>>> shares a ter the split. A re&erse stock split has no a ect on the &alue o what shareholders own. +ompanies o ten split their stock when they belie&e the price o their stock is too low to attract in&estors to buy
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A short sale is generally the sale o a stock you do not own. In&estors who sell short belie&e the price o the stock will all. I the price drops' you can buy the stock at the lower price and make a pro it. I the price o the stock rises and you buy it back later at the higher price' you will incur a loss. Dhen you sell short' your brokerage irm loans you the stock. The stock you borrow comes rom either the irm/s own in&entory' the margin account o another o the irm/s clients' or another brokerage irm. 10>. 1top Order
A stop order is an order to buy or sell a stock once the price o the stock reaches a speci ied price' known as the stop price. Dhen the speci ied price is reached' your stop order becomes a market order. ,uy 1top Order E In&estors typically use a stop order when buying stock to limit a loss or protect a pro it on short sales. The order is entered at a stop price that is always abo&e the current market price. 1ell 1top Order E A sell stop order helps in&estors to a&oid urther losses or to protect a pro it that e%ists i a stock price continues to drop. A stop order to sell is always placed below the current market price. 101. Treasury 1ecurities
Treasury securitiesEincluding Treasury bills' notes' and bondsEare debt obligations issued by the :.1. -epartment o the Treasury. Treasury securities are considered one o the sa est in&estments because they are backed by the ull aith and credit o the :.1. go&ernment. The income rom Treasury securities is e%empt rom state and local ta%es' but not rom ederal ta%es. 102. 3O)61 !"# !"#() !"+ " " " #uarterly report pursuant to sections $ or %&d' Optional form for *uarterly and transition reports of small business issuers under section Annual report pursuant Page 2!
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A;;:A@ 6..TI;? meeting of shareholders that the law re*uires a corporation to hold each year for the election of directors and the transaction of other business 1=.+IA@ 6..TI;?
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A meeting held for a special and limited purpose4 specif A corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders 100. 1TO+CGO@-.) One who owns a share or shares of stock in a company. Also called stockowner 102. 1TAC.GO@-.)
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. 108.
,.;.3I+IA@ OD;.)
A person who en6oys the benefits of ownership even though title is in another name. 12>. ,9. @AD1 O3 A +O6=A;9 . A law or rule governing the internal affairs of an organi7ation. .. A secondary law. 121. I;-.=.;-.;T -I).+TO)1 A director who does not have any other material pecuniary relationship with the company apart from drawing his remuneration. 122. .P.+:TI<. A;- ;O; .P.+:TI<. -I).+TO)1 An 8xecutive 5irector is a person who is Member of the )oard of 5irectors and also part of the company's management team. 9e looks after the Management functions apart from being the Member of the )oard of 5irectors. A non 8xecutive 5irector is a person who is Member of the )oard of 5irectors and is not part of the management team. The purpose of having 3on"8xecutive 5irectors is to provide unbiased and impartial perspectives on issues brought to the board. 9e does not hold any 8xecutive positions in the company. 12(. .P.+:TI<. A;- ;O; .P.+:TI<. +GAI)6A;
9e is one of the )O5 The presiding officer of a meeting, committee, or board 9e could be 8xecutive -hairman or 3on 8xecutive -hairman An 8xecutive -hairman is an employee of the -ompany but not the 3on 8xecutive -hairman :t is his or her responsibility to determine the final agenda for each meeting and to conduct the )oard Meetings and ;eneral Meetings Prepared By P.Sravan Kumar MBA !Ph"# Page 2(
A lawyer at the head of a legal department (as of a corporation or government agency) COMMITTEES A group of people officially delegated to perform a function, such as investigating, considering, reporting, or acting on a matter. 128. ;O; 6A;A?.6.;T -I).+TO)1 3on executive directors 15>. @I1TI;? 1TA;-A)-1 The norms specified the concerned stock exchange to get a company listed. 151. I;-.=.;-.;T =:,@I+ A++O:;TA;T1 The independent public accountants are the external auditors to the company who shall report to the shareholders of the -ompany 152. A;;:A@ 3I;A;+IA@ 1TAT.6.;T1 Page 20
One of the *uarterly financial reports any publicly traded company is re*uired to disclose to the (8- and the public. The document provides aggregate data regarding all cash inflows a company receives from both its ongoing operations and external investment sources, as well as all cash outflows that pay for business activities and investments during a given *uarter. 15*. J:A)T.)@9 ).=O)T A *uarterly report is a document re*uired by all public companies, reporting the results for the *uarter 150. .P+.)+I1A,@. O=TIO;1
Options matured and yet to be converted in stock. 152. .@.+TIO; A;- ). .@.+TIO; O3 A -I).+TO)
The shareholders once a year in Annual Meeting shall elect the 5irectors of the -ompany for a certain period of time at the end of which they have to retire. The 5irectors who retire are eligible to be reappointed as directors and their proposal is put to vote for reelection. 155. A@T.);AT. -I).+TO) A person is appointed in the place of a 5irector who stays away from the place where )oard Meetings are usually held. 157. A--ITIO;A@ -I).+TO) A person appointed by the )oard of 5irectors. 158. 1.+).TA)9 A;- @.?A@ +O:;1.@
An officer of a business concern who may keep records of directors' and stockholders' meetings and of stock ownership and transfer and help supervise the company's interests. 9e acts as a liaison officer between the )oard of 5irectors and the share holders. >ooks after as the meetings of the )oard of 5irectors and committees An attorney. 17>. 6A;A?.6.;T ,OA)Page 25
=roxy card is a form &card' to appoint a proxy on behalf of a stock holder to attend a annual or special meeting. 175. 1:,1I-IA)9 A;- DGO@@9 OD;.- 1:,1I-IA)9
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A corporation may be referred to as an a iliate of another when it is related to it but not strictly controlled by it, as with a subsidiary relationship, or when it is desired to avoid the appearance of control. This is sometimes seen with multinational companies that need to avoid restrictive laws &or negative public opinion' on foreign ownership. 178. T).A1:).) Many organi7ations, particularly not"for"profit organi7ations such as charities unions and churches, appoint treasurers, are responsible for generating income for the group, whether this be through pricing of a product, organi7ing sponsorship, or arranging fundraising events. The treasurer would also be part of the group which would oversee how the money is spent, either directly dictating expenditure or authori7ing it as re*uired. 18>. +.)TI3I+AT. O3 I;+O)=O)ATIO; A;- +.)TI3I+AT. O3 6.)?.)
A certificate issued by a state's secretary of state that shows acceptance of a corporation's articles of incorporation. -ertificate confirming the merger of two entities by the concerned regulating authority. 181. =)I;+I=A@ .P.+:TI<. O33I+.) A;- +GI.3 .P.+:TI<. O33I+.) The highest"ranking executive in an organi7ation. 8mployed by and accountable to its board of directors. 9e has the ultimate executive responsibility or authority within an organi7ation responsible for carrying out the policies of the board of directors on a day"to"day basis Although it is possible to have more than one -8O in a company, generally the 6ob is not shared. All other management other than )O5 reports to the -8O. 182. +GI.3 3IA;A;+IA@ O33I+.) A;- +GI.3 O=.)ATI;? A++O:;TI;? O33I+.) This is the senior manager who is responsible for overseeing the financial activities of an entire company. This includes signing checks, monitoring cash flow, and financial planning. )y comparison of -8O with -/O as strategic business partner and statutory Page )
attorneys4in4 act An attorney who may or may not be a lawyer who is given written authority to act on another's behalf esp. by a power of attorney compare 18*. =OD.) O3 ATTO);.9
A legal instrument authori7ing one to act as another's attorney or agent. 180. ).@AT.- =A)T9 T)A;1A+TIO;1
A business deal or arrangement between two parties who are 6oined by a special relationship prior to the deal. /or example, a business transaction between a ma6or shareholder and the corporation, such as a contract for the shareholder's company to perform renovations to the corporation's offices, would be deemed a related"party transaction. 182. <.;T:). +A=ITA@
Money made available for investment in innovative enterprises or research, especially in high technology, in which both the risk of loss and the potential for profit may be considerable. Also called risk capital. 185. =O)T3O@IO 6A;A?.6.;T
The art and science of making decisions about investment mix and policy, matching investments to ob6ectives, asset allocation for individuals and institutions, and balancing risk vs. performance. thereby increasing the interconnectedness of different markets
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