Preferred Stock
To appeal to a broader investment market, a corporation may issue one or more classes of
stock with various preference rights. A common example of such a right is the preference
to dividends. Such a stock is generally called a preferred stock. Similar to common stock,
preferred stock trades in the secondary markets, such as the New York Stock Exchange.
The dividend rights of preferred stock are usually stated in monetary terms or as a
percent of par. For example, $4 preferred stockhas a right to an annual $4 per share div-
idend. If the par value of the preferred stock was $50, the same right to dividends could
be stated as 8% ($4/$50) preferred stock.
A corporation cannot guarantee dividends, even to preferred
stockholders. However, because they have first rights to any div-
idends, the preferred stockholders have a greater chance of re-
ceiving regular dividends than do the common stockholders.
Cumulative preferred stockhas a right to receive regular
dividends that have been passed (not declared) before any com-
mon stock dividends are paid. Noncumulative preferred stock
does not have this right. Dividends that have been passed are
said to be in arrears. Such dividends should be disclosed, nor-
mally in a footnote to the financial statements.
To illustrate how dividends on cumulative preferred stock are calculated, assume
that a corporation has 1,000 shares of $4 cumulative preferred stock and 4,000 shares of
common stock outstanding, and that no dividends were paid in 2006 and 2007. In 2008,
the board of directors declares dividends of $22,000. Exhibit 3 shows how the dividends
paid in 2008 are distributed between the preferred and common stockholders.
498 Chapter 11 Stockholders’ Equity: Capital Stock and Dividends
PREFERRED
STOCK DIVIDENDS
DIVIDENDS
PAID IN 2008
2006
2007
2008
Exhibit 3
Dividends to Cumulative
Preferred Stock
What’s the Real Value?
Stock fraud often involves illegal methods to sell stock or other
investments at a price that is higher than its actual value. This
can be done through illegally manipulating the stock
price, selling stock in nonexistent companies, or using the
proceeds of later investors to pay off earlier investors (pyramid
scheme). You can avoid these kinds of fraud by following three
rules:
- Don’t invest in small new companies that have market
prices below $1, based on hot tips from unsolicited e-mails
or phone calls. - Don’t invest on advice from acquaintances in social or re-
ligious groups, without checking the merits yourself. - Don’t invest in unsolicited “risk-free” and “guaranteed” in-
vestments that promise quick profits if you act immediately.
INTEGRITY, OBJECTIVITY, AND ETHICS IN BUSINESS