Public company

From Wikipedia, the free encyclopedia

A public company is a company owned by the public rather than by relatively few individuals. There are two different meanings for this term.

The first is a company that is owned by stockholders who are members of the general public and trade shares publicly, often through a listing on a stock exchange. The first company to issue shares is thought to be the Dutch East India Company in 1602. Ownership is open to anyone that has the money and inclination to buy shares in the company. It is differentiated from privately held companies where the shares are held by a small group of individuals, who are often members of one or a small group of families or otherwise related individuals, or other companies. The variant of this type of company in the United Kingdom and Ireland is known as a public limited company.

The second is a government-owned corporation. This meaning of a "public company" comes from the tradition of public ownership of assets and interests by and for the people as a whole, and is the less-common meaning in the United States. See public ownership.

"Publicly owned company" can also have either meaning, although in the United Kingdom it will usually refer to ownership by national, regional or local government.

1 United States
2 Public versus private companies
3 Trading and valuation
4 See also
- 4.1 Compare

[edit] United States

The de jure definition of a public company in the United States is: A public company is any company that files a Form S-1 with the Securities and Exchange Commission (SEC) and raises money from the public. A public company is also a reporting company. Thus, a public company is any company with 300 or more shareholders as defined in the US 1933 Securities Act that elects to become a reporting company. Under the US 1934 Act, any company with 500 or more public shareholders or a company with some public shareholders and assets of $5 million dollars must become a reporting company.

[edit] Public versus private companies

A public company has several advantages. It is able to raise funds and capital through the sale of stock and convertible bonds. This is the reason why public corporations are so important, historically; prior to their existence, it was very difficult to obtain large amounts of capital for private enterprises. It has the ability to offer stock and stock options to directors, executives, and employees as part of compensation. This is much less advantageous if the company is required to treat stock options as an expense. Large stockholders, typically founders of the company, are able to sell off shares and get cash which they can put to other uses. In contrast, while ownership in a private corporation can also be sold, in part, determining a "fair value" that is acceptable to all parties can be difficult.

A private company has several advantages. It has no requirement to publicly disclose much, if any financial information; such information could be useful to competitors. For example, Form 10-K is an annual report required by the SEC each year that is a comprehensive summary of a company's performance. Private companies do not file form 10-Ks. It is less pressured to "make the numbers" - to meet quarterly projections for sales and profits, and thus in theory able to make decisions that are best in the long-run. It spends less for certified public accountants and other bureaucratic paperwork required of public companies by government regulations. For example, the Sarbanes-Oxley Act in the United States does not apply to private companies. The wealth and income of the owners remains relatively unknown by the public.

The norm is for new companies, which are typically small, to be privately owned. After a number of years, if a company has grown significantly and is profitable, or has promising prospects, there is often an initial public offering and the company becomes public.

Less common, but not unknown, is for a public company to pay cash to its shareholders and become private. This is typically done through a leveraged buyout. Public companies can also become private when purchased by a larger company that is private.

[edit] Trading and valuation

The shares of a public company are traded on a stock exchange. The value or "size" of a public company is called its market capitalization, a term which is often shortened to "market cap". This is calculated as the number of shares outstanding (as opposed to authorized but not necessarily issued) times the price per share. For example, a company with two million shares outstanding and a price per share of $40 would have a market capitalization of $80 million.