This presentation gives you the overview on Public Limited Companies, their history, criterion to become director of such company, paper/formation process, share capitals and queries related to share distribution. Gradually, we move on to the Pros & Cons of PLC with explanation of each merit and demerit. Then we present some factual and statistic analysis of Pros & Cons along with relevant examples. Finally, we wrap up with References & Accomplishments.

1. Public Limited Company (Pros & Cons)
Presented by: Group - 2
Date: 5th May, 2016HUL - 476: Basics of Financial Management
Course Instructor: Dr Harjeet Singh Kalra

2. 1. Definition
2. Registration
3. Directors of Company
4. Share Capital
5. Type of Shares
9. Factual Analysis
7. Key points
6. Formation/Paper process
8. Pros & Cons of PLCs
10. References

3. What is Public Limited Company?
Public Limited Company (legally abbreviated to PLC) is a type of
public company (publicly held company). It is a limited (liability)
company whose shares may be freely sold and traded to the public
(although PLC may also be privately held, often by another plc), with
a certain minimum share capital and the letters PLC after its name.

4. Have you ever seen the word
‘PLC’ after a company’s name?

5. Directors of Company
Formation of a public limited company requires a
minimum of one director (differing from country to country.
In India, three directors are required). In general terms,
anyone can be a company director, provided they are not
disqualified on one of the certain grounds.

6.  in the case of PLCs or their subsidiaries, the person is over 70
years of age or reaches 70 years of age while in office, unless they
are appointed or re-appointed by resolution of the company in
general meeting of which special notice has been given.
 the person is an undischarged bankrupt, subject to a Bankruptcy
Restrictions Order (BRO) or Bankruptcy Restrictions Undertaking
(BRU)[4] or otherwise disqualified by a Court from holding a
directorship, unless given leave to act in respect of a particular
company or companies.

7. Share Capital
 The members must agree to take some, or all, of the
shares when the company is registered. The memorandum
of association must show the names of the people who
have agreed to take shares and the number of shares each
will take. These people are called the subscribers.

8. A company can decrease its authorised share
capital by passing an ordinary resolution to
cancel shares which have not been taken or
agreed to be taken by any person.

9. Types of Shares
 A company may have as many different
types of shares as it wishes, all with different
conditions attached to them. Generally share
types are divided into certain categories.

10. 1. Bearer shares – Are a legal instrument denoting company ownership, and are
usually in the form of share warrants. A share warrant is a document which
states that the bearer of the warrant is entitled to the shares stated in it. If
authorised by its articles, a company may convert any fully paid shares to "share
warrants".

11. 2. Cumulative preference Shares – These shares carry a right that, if the
dividend cannot be paid in one year, it will be carried forward to successive
years.
3. Ordinary Shares– As the name suggests these are the ordinary shares
of the company with no special rights or restrictions. They may be divided
into classes of different value.

12. 4. Preference Shares – These shares normally carry a right
that any annual dividends available for distribution will be paid
preferentially on these shares before other classes.
5. Redeemable Shares – These shares are issued with an
agreement that the company will buy them back at the option of
the company or the shareholder after a certain period, or on a
fixed date. A company cannot have redeemable shares only.

13.  PLC has access to capital markets and can offer its
shares for sale to the public through a recognised stock
exchange.
 It can also issue advertisements offering any of its
securities for sale to the public. In contrast, a private
company may not offer to the public any shares in itself.
Also…

14. Formation of Company
Most companies are now
formed electronically via
company formation agents.

15. Pros & Cons
of
Public Limited Company

16. PROS
You still have a limited liability in case something bad happens
 If your company experienced a devastating loss for almost
any reason and had to shed its assets to pay creditors, then
your personal assets would not be at risk like they would be
in a sole proprietorship or some partnerships. Unless you
used your home, your vehicle, or other assets as collateral to
get the business off the ground, these items are never at
risk as you operate your business.

17. PROS
You receive the opportunity to raise the capital that you need
 Because you’re issuing shares as a PLC, you’re
gaining the chance to add capital when you need it.
Those shares may even grow in value over the time
that you hold them, which increases your personal net
worth and encourages further investment from new
and existing shareholders. If you can create success,
then you’ll be building the foundation for even more
success later on down the road.

18. PROS
It gives your company credibility
 Let’s compare three types of businesses that do the exact same
thing. One is a sole proprietorship. The second is a general
partnership. The third is a PLC. With whom would you be the
most likely to do business? Most folks would say the PLC
because being public gives the company added credibility and
value. Customers know that a public business isn’t just going
to disappear the next day with their hard earned cash.
They’re accountable to others at a different level
than the other two business structures.

19. PROS
It gives a business more resale value
 If you are the founder or principal owner of a business
that goes public, then your path toward an exit becomes
much easier to make. Because you’re a PLC, your
business structure makes it much easier for ownership
groups or other corporations to buy you out. This can
still happen in any business structure, of course, but
because you’ve already limited your liability,
you’re also limiting the liability of future
owners as well.

20. PROS
Your stock can be used to facilitate the purchase of future acquisitions
 Because public stock has a value associated with it, often
higher than shares that are privately held and traded, they
can be used to purchase additional assets that your company
may want or need. Depending on the purchase, the entire
acquisition could potentially be paid in stock if you so wished.
Stock can also be used as a benefit through the issuance of
stock options, giving you much more financial flexibility.

21. PROS
It allows for diversification
 Both you and your shareholders get the chance to
diversify an investment portfolio when you take
your stock public. This way you are able to ensure
that whatever wealth you have built already has
the best chance to maintain its value over time.

22. PROS
Compensation levels in a PLC are typically higher
 Because there is more capital involved through the sale
of shares and because there is a need for high quality
managers to continue profitable growth, compensation
levels can be quite high at a PLC. This is especially
true when compared to self-employed business owners
or managers in private companies. The goal is to attract
the best talent and most PLCs and their shareholders
are willing to invest more into these salaries so their
own financial stability can be achieved.

23. CONS
PLC can be a bit difficult to get set up
 Unlike a sole proprietorship or a general partnership
which requires very little paperwork, you’ll need to file a
large amount of documentation to take your company
public. Your business name will need to be registered
and you’ll need to submit your final accounts in addition
to setting up a board and creating your articles of
association.

24. CONS
You’ll need to share your profits
 Although not every PLC will pay out extensive
dividends to shareholders, you’ll still be paying
out more of your profits when you have taken
your company public. You’re responsible for their
financial well-being from the investment in
addition to your own, which means the decisions
you can make for the company may be limited
because you must keep the company in the black
as much as possible.

25. CONS
You have less overall control of the company
 Shareholders are going to have a say in the
direction the company takes. They have the
ability to elect directors and those folks have
the ability to appoint managers that oversee
the daily operations of the business. If you
and your shareholders aren’t on the same
page, the company could stall because of
the differences in opinion.

26. CONS
There will be more expenses
 Shareholders have the opportunity to view the
minutes from virtually every executive-level meeting
that happens. You’ll also be hosting a shareholder
meeting at lease once per year, if not more often.
You’ll be investing manpower into the creation of the
reports that are required to be submitted for
regulatory compliance or you’ll be contracting that
need out to others to do the work on your behalf.

27. CONS
You’ll experience double taxation at times
 Not only will the profits the company is
able to create be subjected to whatever
corporate level taxes are in force at the
time, but any personal dividends that are
earned from owning shares of the
company will also be taxed. You would
also be taxed for any salary you would
draw from the company for your services
rendered.

28. CONS
Sensitive information about the company must be revealed consistently
 It’s not just your financials that must be released to the
public under current regulations as a PLC. A company
must also release what their ongoing business strategies
happen to be, what compensation arrangements have
been formed, and even what executives are earning as
a salary. Financial results that aren’t as positive as some
investors would like to see, combined with high salaries
and other expenses, can drive the value of shares lower.

29. CONS
Control of the company can be taken away
 If a group of shareholders is able to take a
majority control through the purchase of shares,
then they can dictate the direction the company
takes. This includes removing the existing
managers and executives if they so choose
because they have the largest voting block.

30. Factual Analysis of Pros & Cons

31. Public companies triumph because of 3 things:
Limited liability (encourages the public to
invest)
Professional management (boosts
productivity)
Corporate personhood (business can
survive the removal of founder)

32.  Number of public companies dropped in
the Anglo-Saxon world by 38% since
1997 in America
 Dropped by 48% in Britain market.
 IPO’s also dropped from average of 311
a year 1990-2000 to just 81 in 2000-
2010.

33.  The average life expectancy of public
companies have shrank from 65 years in
the 1920’s to less than 10 in 1990’s.
average job tenure of CEO fell from 8.1
years in 2000 to 6.30 years in 2009

34.  Emerging market companies nowadays have embraced
two slightly different model from PLC such as the SOE’s
and family conglomerates.
 In June 2011, SOE’s accounted
- 80% of china’s market
- 62% of Russia’s market
- 38% of Brazil market.
Replacement for PLC

35.  Advantage of SOE’s:
 political ties with government can
protect them from unwelcome
competition.
 Cons of public companies:
 Worse at managing their problems
 Regulation
 Growing short termism

36.  Venture capitalists are recouping their investment by selling
new companies to established ones rather than preparing
them for independent life.
In 2010 five large companies gobbled up 134 start-ups
Two of the most talked-about start-ups of recent years—
Skype and Zappos—chose to sell themselves to giant firms
(Microsoft and Amazon respectively). This may not be good
for the start-ups.
Imagine if Microsoft or Apple had sold themselves to IBM in
the 1980s and you get a sense of the problem.

37. Extensive Cons
Interests are misaligned along the entire chain.
An employer running a 401K selects a committee which
selects an investment provider which in turn selects fund
managers who select companies whose selected board
members appoint managers.
Each step is swathed in regulation that, even if well-
intentioned, is shaped by lobbyists to benefit one or other
of the parties rather than the system as a whole.

38. Shares aren’t shared alike
 Individuals have been net sellers of shares for decades: in their place institutions
have expanded relentlessly.
 Financial institutions now hold in excess of 70% of the value of shares on
America’s stock exchange.
 The leaders include familiar names as BlackRock, vanguard and JPMorgan
Chase.

40. Rhetoric and reality of shareholder dominance
 In 1970s, when power began to move in the direction of shareholders.
 According to that philosophy, shareholders are the center of the corporate
universe; managers and boards must orbit around them.
 In law and practice, they don’t have final say over most big corporate decisions
(boards of directors do).
 If only corporations really did put shareholders first, the reasoning goes,
capitalism would function much better.

41. A Study…
Eugene Fama and Kenneth French found that from 1973
to 2002, a large and growing percentage of corporations
issued shares each year.
From 1973 to 1982, the percentage was 67%;
From 1993 to 2002, it was 86%.

42. Decline in holding period:
 In the 1950s the average holding period for an equity traded on the New York
Stock Exchange was about seven years.
 Now it’s six months.
 This shift to the short term has three causes.

43. Managers have only two major tools at their disposal:
 Selling Shares
 Casting Votes

44. References & Accomplishments
https://en.wikipedia.org/wiki/Public_limited_company
http://www.safeshieldllc.com/Public-Limited-Company.aspx
The Economist – 19th May & 12th October, 2015
The Big Idea – July & Aug, 2012