11. Corporations And Their Financial Statements

SECTION 4: THE CORPORATION

11 Corporations and their Financial Statements

12 Financing and Listing Securities

Corporations and their Financial Statements

In this chapter, you will learn about the three types of business structures, with a particular focus on the corporate structure. You will then delve into the various types of financial statements that corporations use to track their financial position and performance. In the context of public corporations, you will learn the rules of disclosure and the statutory rights of investors. Finally, you will explore the regulations around takeover bids and insider trading.

• Define the three types of business structures.
• Describe the advantages, disadvantages, process, and structure of corporations.
• Describe the structure and purpose of the various financial statements.
• Summarize the two key components of a company’s annual report.
• Describe the rules for public company disclosure and the statutory rights of investors.
• Explain the general regulatory and disclosure requirements for takeover bids and insider trading.

1. Business Structures

• Sole Proprietorship
• Partnership
• Corporation

2. Corporations and Their Structure

This section will cover the distinct structure of corporations, touching upon key features such as share capital, shareholder ownership, and limited liability.

Diagram: Business Structures Comparison

    flowchart TB
	    A[Sole Proprietorship] -->|Single Owner| B[Easy to Form]
	    B --> C[Unlimited Liability]
	    A --> D
	    D[Control Position]
	    E[Partnership] -->|Two or More Owners| F[Relatively Easy to Form]
	    F --> G[Unlimited Liability]
	    E --> H
	    H[Shared Control]
	    I[Corporation] -->|Legal Entity| J[Complex Formation]
	    J --> K[Limited Liability]
	    I --> L
	    L[Distributed Ownership]

3. Financial Statements of a Corporation

Corporations use several types of financial statements to monitor performance:

• Balance Sheet: A snapshot of assets, liabilities, and shareholder equity.
• Income Statement: Summary of revenues, costs, and expenses.
• Statement of Cash Flows: Records the cash inflows and outflows.
• Statement of Changes in Equity: Details equity changes over a period.

Formula: Basic Accounting Equation

4. The Annual Report

Key components of a company’s annual report include:

• Management Discussion and Analysis (MD&A): Provides context on the financial results.
• Audited Financial Statements: Verified financial performance documents.

5. Public Company Disclosures and Investor Rights

Public companies must follow strict disclosure rules aiming for transparency. Investors have certain statutory rights to ensure they are well-informed.

6. Takeover Bids and Insider Trading

Understanding takeover bids involves recognizing regulations preventing unfair acquisition practices. Insider trading rules exist to maintain market integrity.

Diagram: Disclosure and Regulatory Landscape

    flowchart LR
	    M[Disclosure Rules] --> A[Financial Statements Disclosure]
	    A --> X[Quarterly & Annual Reports]
	    A --> Y[Material Change Reports]
	    M --> N[Investor Rights]
	    N --> B[Voting Rights]
	    N --> C[Right to Information]
	    M --> O[Takeover Bids]
	    O --> D[Bid Regulations]
	    O --> E[Poison Pills]
	    M --> P[Insider Trading]
	    P --> F[Prohibited Transactions]
	    P --> G[Reporting Requirements]

KEY TERMS

Key terms are defined in the Glossary and appear in bold text within the chapter.

• Amortization: The process of expensing an asset over its useful life.
• Gross Profit: Net sales minus the cost of goods sold.
• Retained Earnings: The portion of net income not distributed as dividends.
• Asset: An economic resource controlled by the corporation.
• Information Circular: A document providing details to shareholders about matters to be discussed at a shareholder meeting.
• Share Capital: Funds raised by issuing shares in return for ownership interest.
• Beneficial Owner: The person who enjoys the benefits of ownership though the title is in another name.
• Insider Trading: Buying or selling securities based on non-public material information.
• Share of Profit of Associates: Portion of profit attributable to an investment in an associate company.
• Book Value: Value of an asset according to its balance sheet account balance.
• Intangible Asset: Non-physical asset, like goodwill or intellectual property.
• Sole Proprietorship: Business owned by a single person without legal distinction from its owner.
• Capitalization: Total value of a company’s outstanding shares.
• International Financial Reporting Standards: Accounting standards ensuring transparency and comparability.
• Continuous Public Disclosure: Ongoing disclosure of material information by a publicly listed company.
• Inventory: Goods available for sale.
• Control Position: Ownership level providing the right to make significant operational decisions.
• Investments in Associates: Equity stakes in other companies not controlled by the parent company.
• Statement of Comprehensive Income: Includes net income and other comprehensive income.
• Liabilities: Obligations or debts of the company.
• Statement of Financial Position: Another term for the balance sheet.
• Cost Method: Accounting method for investments without significant influence.
• Material Change: A change likely to affect an investor’s decision making.
• Nominee: Entity named to act on behalf of another.
• Straight-line Method: Depreciation method allocating equal expense each period.
• Current Asset: Asset likely to be converted to cash within a year.
• Non-Controlling Interest: Stake in a subsidiary not attributable to the parent company.
• Street Form: Securities held in the name of a brokerage firm.
• Current Liabilities: Debts to be settled within a year.
• Non-Current Assets: Long-term investments not easily turned into cash.
• Non-Current Liabilities: Long-term liabilities due after one year.
• Declining-Balance Method: Depreciation method with higher expense factors initially.
• Deferred Tax Liabilities: Taxes owed but deferred under prevailing laws.
• Partnership: Business jointly owned by two or more entities sharing profits and losses.
• Trade Payables: Amounts owed for products or services purchased on credit.
• Trade Receivables: Amounts owed to the company for goods or services provided.
• Depreciation: Allocation of an asset’s cost over its useful life.
• Private Corporation: Company whose shares are not traded on public exchanges.
• Voting Trust: Arrangement transferring voting rights of shares to another party.
• Trustee: Individual or institution managing assets held in a trust.
• Weighted-Average Method: Inventory valuation method averaging cost of goods.
• First-In-First-Out (FIFO): Inventory valuation method assuming the earliest items added to inventory are sold first.
• Goodwill: Intangible asset representing value beyond tangible assets and liabilities.
• Reporting Issuer: Publicly traded entity required to report financial conditions regularly.

Key Takeaways

• Corporations are distinct legal entities offering benefits such as limited liability and transferability of shares.
• Financial statements provide vital information on the corporation’s financial health and are essential for both internal management and external stakeholders.
• Understanding and complying with disclosure rules, investor rights, and regulations about takeover bids and insider trading is crucial for market integrity and investor trust.

Each of these areas provides foundational knowledge necessary for understanding corporate structures and the financial landscapes within which they operate. This knowledge is fundamental for those pursuing the Canadian Securities Course certification.

Frequently Asked Questions (FAQs)

1. What are the three primary business structures?

• Sole Proprietorship, Partnership, Corporation.

2. What are the advantages of a corporate structure?

• Limited liability, perpetual existence, ease of transferring ownership.

3. What financial statements are mandatory for corporations?

• Balance Sheet, Income Statement, Statement of Cash Flows, and Statement of Changes in Equity.

4. What information must public corporations disclose?

• Financial statements, material changes, and other prescribed disclosures to ensure transparency.

5. What are the primary regulations surrounding takeover bids?

• Disclosure of intentions, timing of bids, and maintaining fair treatment of shareholders.

6. What constitutes insider trading?

• Trading securities based on non-public, material information which gives unfair market advantages.

In this section

• 11.1 Introduction
  An in-depth overview on the necessity of understanding financial statements for wise investment decisions, emphasizing a corporation's future performance and past records.
• 11.2 Corporations And Their Structure
  Comprehensive guide to understanding the structure and types of corporations, including advantages, disadvantages, process, and comparison with other business structures.
  • 11.2.1 Advantages And Disadvantages Of Incorporation
    Explore the advantages and disadvantages of incorporation in this comprehensive guide. Understand why incorporation as a legal entity might benefit or constrain your business.
  • 11.2.2 Private And Public Corporations
    Learn the differences between private and public corporations, their by-laws, voting rights, and shareholders' meetings. Understand the importance of voting by proxy, voting trusts, and more in the Canadian context.
  • 11.2.3 Corporate Structure
    Understanding the executive-level corporate structure including roles and responsibilities can significantly benefit those preparing for the Canadian Securities Course (CSC). Learn about the duties and obligations of directors, the chairman, president, vice-presidents, and officers.
• 11.3 Financial Statements Of Corporation
  Understand the structure, purpose, and importance of various corporate financial statements. Learn how Canadian adoption of International Financial Reporting Standards (IFRS) enhances transparency and comparability in financial disclosures.
  • 11.3.1 Statement Of Financial Position
    Understand the components and significance of the Statement of Financial Position, an essential financial document for Canadian publicly traded companies, delineating assets, equity, and liabilities.
  • 11.3.2 Statement Of Comprehensive Income
    Understanding the importance and detailed components of the Statement of Comprehensive Income, a vital document revealing a company’s profitability during a fiscal year.
  • 11.3.3 Statement Of Changes In Equity
    An in-depth guide to understanding the statement of changes in equity, retained earnings, total comprehensive income, and non-controlling interest in the context of financial statements.
  • 11.3.4 Statement Of Cash Flows
    Comprehensive overview and guide on the Statement of Cash Flows, highlighting its importance in evaluating a company's liquidity, solvency, and overall quality, along with its structure and components.
• 11.4 Annual Report
  This section discusses the important components of a corporation's annual report and their significance.
  • 11.4.1 Notes To Financial Statements
    Explore the nuances and importance of the notes to financial statements for a comprehensive understanding of a company's financial condition.
  • 11.4.2 Auditor’s Report
    Comprehensive guide to understanding the auditor's report as required by Canadian corporate law, including roles and responsibilities, stakeholder impact, and essential audits features.
• 11.5 Public Company Disclosures And Investor Rights
  Understand the rules for public company disclosure and the statutory rights of investors in Canada. Explore periodic financial statements, insider trading reports, proxy solicitation, and more.
  • 11.5.1 Continuous Disclosure
    Understand the continuous disclosure requirements for reporting issuers in Canada, including the significance of material changes, the standards for financial statements, and the necessary steps to ensure compliance.
  • 11.5.2 Statutory Rights Of Investors
    An in-depth guide to understanding the statutory rights of investors in Canada, including withdrawal, rescission, and action for damages under National Instrument 41-101 General Prospectus Requirements.
• 11.6 Takeover Bids And Insider Trading
  Detailed guide on the regulatory and disclosure requirements for takeover bids and insider trading within Canadian securities markets.
  • 11.6.1 Takeover Bids
    Comprehensive guide to understanding takeover bids, related legislation, and early warning disclosure requirements in the Canadian financial markets.
  • 11.6.2 Insider Trading
    Comprehensive exploration of insider trading, including the definition of insiders, the implications of insider reporting, and a case study on NFR Inc.
• 11.7 Summary

  Summary

  In this chapter, we discussed key aspects of corporations and their financial statements:

  • Corporate Liability:

    • Unlike owners of a sole proprietorship or partnership, the owners of a corporation are not personally liable for the entity’s debts, losses, or obligations.
    • A corporation is owned by its shareholders but functions as a separate legal entity taxed independently.
    • The property of the corporation belongs to the corporation itself, not its shareholders.
    • Corporations can raise funds by issuing debt or equity.

  • Financial Statements: