Unit - 11 Notes
Unit - 11 Notes
Learning objectives:
1. Introduction
In Session 10, we learned about where companies can get debt finance (money they borrow) and
how borrowing affects the money shareholders earn.
In this session, we will learn about the different types of equity financing (money raised by selling
ownership in the company).
We will compare the various ways a company can raise money.
Then, we’ll look at how companies raise equity funds, like through seed money, private equity, and
public equity.
At the end, we’ll understand why having equity is important for a company.
Like equity: They don’t have a maturity date (the company doesn’t have to repay them by a
certain time).
4. Equity – Common Shares
Common shares (or common equity) represent the real ownership of a company. They don’t have a
fixed end date and stay active as long as the company exists.
Common shareholders are last in line when the company gives out income or assets. First, the
company pays interest to lenders, then dividends to preferred shareholders, and only after that do
common shareholders get their share — if anything is left.
Dividends for common shareholders are not guaranteed. The company may choose not to pay them,
or the amount may change depending on what the management decides.
If the company shuts down, common shareholders will only get paid after all debts and preferred
shares are settled. This means they carry the highest risk.
Because of this risk, common shareholders have voting rights. They can vote on important matters
like choosing the company’s board of directors or auditors.
Since they take more risk, common shareholders usually expect a higher return than lenders and
preferred shareholders.
Example:
If you buy common shares of Apple Inc. on the stock market, you become a small part-owner of
Apple.
4.1 Comparison with Other Financing
(a) Common Equity vs Preferred Equity
Both common shares and preferred shares are long-term (permanent) ways for a company to raise
money — they don’t have to be paid back like a loan.
But there are some key differences:
Priority: Preferred shareholders get paid before common shareholders when it comes to
dividends or if the company shuts down.
Dividends: Preferred shareholders get a fixed dividend (like a set amount regularly).
Common shareholders get a changing (variable) dividend, only if the company decides to
give it.
Voting rights: Preferred shareholders don’t get to vote on company matters. Common
shareholders do have voting rights.
Example:
Suppose Coca-Cola has both preferred and common shares. If it earns profit:
Preferred shareholders will get their fixed dividend first (e.g., $2 per share).
Common shareholders may get a dividend — but it depends on how much profit is left and if
the management agrees to pay.
(b) Common Equity vs Debt
Debt means the company borrows money (like a loan or issuing bonds), while common equity
means selling ownership in the company.
Priority: Debt holders (like banks or bond investors) are paid before both preferred and
common shareholders.
Maturity: Debt has a due date — the company must repay the money. Common equity has
no expiry.
Ownership: Creditors (debt holders) are not owners of the company and don’t have voting
rights.
Interest vs Dividend:
o Companies must pay interest on debt, no matter how well they’re doing.
o Dividends to common shareholders are not mandatory and are only paid if the
company decides to.
Tax impact: Interest on debt is tax-deductible (it reduces the company’s tax). But dividends
to common shareholders are not tax-deductible.
Example:
Let’s say Microsoft borrows $1 billion through bonds (debt) and also has common shareholders.
Microsoft must pay interest to bondholders (even if profits are low).
That interest payment will reduce Microsoft’s taxable income.
Dividends to common shareholders (like you or me if we own shares) are only paid if
Microsoft chooses to — and they don’t reduce taxes.
4.2 Sources of Common Equity
Companies can raise money by selling shares. Here are the main ways they can do that:
(a) Seed Money
This is the first money used to start a company.
Usually comes from the founder’s personal savings and possibly from family and friends.
The founder takes a big risk, but only loses what they invest if the company fails.
Real-World Example:
When Mark Zuckerberg started Facebook, he used his own money and help from friends. That was
seed money.
(b) Private Equity
As the company grows and needs more money, it can approach private investors (not the general
public). These include:
I. Venture Capital (VC)
VC firms invest in startups or growing companies with potential.
In return, they get a share of the company (equity).
VCs also give advice and support to help the company grow.
But: They often want some control in decision-making, and they will expect high returns
later.
Real-World Example:
VCs like Sequoia Capital or Accel invested in companies like Flipkart and OYO before they became
big.
ii. Angel Investors
Angel investors are wealthy individuals who invest their personal money in new businesses.
They usually don’t get involved in daily decisions — they invest and let the founders run the
company.
Real-World Example:
Ratan Tata has been an angel investor in Indian startups like Ola and Paytm.
Note:
Startups using VC or angel money can grow fast, but there’s also a high chance of failure. If
successful, early investors can earn huge profits when the company goes public.
(c) Public Equity
When a company becomes big enough, it can sell its shares to the public by listing on a stock
exchange.
I. Initial Public Offering (IPO)
An IPO is when a company sells its shares to the public for the first time.
It hires an investment bank to help sell these shares.
Once listed, anyone (like you or me) can buy or sell its shares on the stock market.
Real-World Example:
Zomato’s IPO in 2021 let people invest in the company. Early investors made big profits, and the
company raised a lot of money to grow.
ii. Rights Issue
When a company needs more money, it can offer its existing shareholders the chance to
buy new shares at a discount.
It’s a way to raise funds without borrowing.
Real-World Example:
Bharti Airtel did a rights issue in 2021 to raise capital from its existing shareholders.
iii. Private Placement
Instead of selling shares to the public, the company can sell large amounts of shares to a few
selected investors.
This is done when the company wants to quickly raise money or bring in strategic partners.
Real-World Example:
Reliance Industries raised funds through private placements to investors like Silver Lake and
Facebook for Jio Platforms.
1. Bondholders are creditors of the firm, and shareholders are owners of the firm.
2. Common shareholders have voting rights because they are the owners of the firm.
3. Equity is a permanent form of financing.
4. Equity holders are the last to receive distributions in the income and assets of the firm.
5. Equity holders expect higher returns for the higher risks that they take.
6. Equity holders expect to be compensated with adequate dividends and capital gains.
7. Preferred stock is a hybrid of debt and equity because they pay fixed dividends and have no
fixed maturity dates.
8. When a company wishes to sell its shares to the general public, it does so in a/an initial public
offering.
9. When a company wishes to sell new shares to existing shareholders (in proportion to their
existing percentage), it does so with a rights issue.
10. When a company wishes to sell new shares directly to selected investors, it does so in a/an
private placement.
Section C: Activities
NA
QP – 2024 November
Question 3 (D) - Explain why ‘preference share’ is known as a hybrid security
[4 Marks, Page Number – 4]
Solution –
Preference shares are called hybrid securities because they have features of both equity (shares)
and debt (loans).
Let’s break it down:
1. Like Debt (Loan):
Fixed Dividend: Just like interest on loans, preference shareholders get a fixed amount as
dividend.
Priority in Payment: They are paid before common shareholders, similar to how banks are
paid before shareholders.
Example:
If a company earns profit, preference shareholders get a fixed ₹10 dividend every year — like a loan
paying ₹10 interest.
2. Like Equity (Shares):
No Maturity Date: The company doesn’t have to repay preference shares like a loan.
They stay with the company for as long as the company exists.
They are part of the ownership capital (even though they don’t have voting rights).
Example:
A preference shareholder is part-owner but can’t vote. The company doesn’t have to buy back the
shares — just like with common equity.
So, What’s the Mix?
QP – 2024 November
Question 3 (C) - Discuss how the use of venture capitalists can be a source of financing for firms.
Explain how venture capitalists receive returns from their investments
[6 Marks, Page Number – 4]
Solution –
1. Venture Capital as a Source of Financing (3 marks)
Venture capitalists (VCs) are companies or individuals who invest money in new or growing
businesses, especially start-ups, in exchange for ownership (equity).
These start-ups often cannot get loans from banks because they are new and have no
proven track record. So, VCs help by providing the needed capital to grow the business.
VCs not only invest money but also bring experience, advice, and business connections to
help the company succeed.
However, in return, VCs usually expect a strong say in major decisions to protect their
investment.
Real-world example: Flipkart received early VC funding from Accel Partners before it became one of
India's biggest e-commerce platforms.
2. How VCs Get Their Returns (3 marks)
Venture capitalists do not earn interest like banks. Instead, they wait for the company’s
value to grow and then sell their shares at a much higher price.
This can happen in two ways:
o Through an Initial Public Offering (IPO) where the company is listed on the stock
market.
o Or through a private sale of their shares to another investor or company.
Since the risk is high, they expect high returns. If the company fails, they may lose all their
money. But if it succeeds, the profits can be very large.
Real-world example: When Paytm went public, early investors like SoftBank and Alibaba sold part of
their stake and earned huge profits.
Conclusion:
Venture capitalists help businesses grow by providing funding and support. In return, they earn
profits by selling their ownership when the company becomes successful.
QP – 2025 March
Question 3 (B) - E-resources Inc. is a start-up that needs to raise capital funds for its business.
(i) Discuss TWO (2) differences between Debt and Common Equity as a source of capital
financing. (4 marks)
(ii) (Being a young company, E-resources Inc has not been successful in getting any debt
financing. As the finance manager, you suggest that the company should consider
seeking equity financing from venture capitalists (VCs). Explain what a venture capitalist
is. Discuss TWO (2) advantages of seeking such VC financing. (6 marks)
[10 Marks, Page Number – 4]
Solution –
(I) TWO Differences between Debt and Common Equity (4 marks)
1. Repayment and Maturity
o Debt must be repaid by the company after a certain period (it has a fixed maturity).
The company must also pay regular interest whether it makes profit or not.
o Common equity has no maturity date. It represents ownership and does not need
to be repaid. Dividends are paid only if the company chooses to and has enough
profit.
2. Ownership and Control
o Debt holders are not owners of the company. They do not get voting rights and
have no control over company decisions.
o Common shareholders are owners and have voting rights, allowing them to take
part in major decisions like electing the board of directors.
(ii) Venture Capitalists (VCs) and Their Role in Equity Financing (6 marks)
What is a Venture Capitalist? (2 marks)
A Venture Capitalist (VC) is a professional investor or investment firm that provides equity capital
(money in exchange for shares) to start-ups or early-stage companies that show high potential for
growth but may not be eligible for bank loans or debt financing.
VCs are usually willing to take more risk than traditional lenders because they believe the company
may succeed and grow rapidly. In return, they expect ownership shares and future profits.
Two Advantages of Seeking VC Financing (2 marks each)
1. Access to Capital Without Repayment Pressure
VCs provide equity funding, which means the company does not have to repay money like a
loan.
There’s no regular interest payment, reducing pressure on the company's cash flow, which is
very helpful for a young or loss-making firm like E-resources Inc.
VCs often bring industry knowledge, networks, and management support to help the
business grow faster.
They may offer advice in areas like operations, marketing, hiring, and expansion, which can
help the company succeed in the early stages.
Additional Point
VCs earn returns by selling their shares later when the company grows or gets listed on a
stock exchange (IPO), hopefully at a higher price than they paid.
Example:
Well-known companies like Zomato, Swiggy, and OYO received VC funding in their early stages,
which helped them expand quickly and become major businesses.