Watered stock is an asset with an artificially-inflated value. [1] The term most commonly refers to a form of securities fraud in which a company issues stock to someone before receiving at least the par value in payment. [2]
Historically, stock watering was prevalent in the 19th century rail industry in the United States. [3] [4]
"Stock watering" was originally a method used to increase the weight of livestock before sale. The cattle were first given salt to make them thirsty, then allowed to drink their fill of water. The term's introduction to the New York financial district is popularly credited to Daniel Drew, a cattle driver turned financier. [5]
American stock promoters in the late 1800s could inflate their claims about a company's assets and profitability, and sell stocks and bonds in excess of the company's actual value. To do so, they would contribute property to a new corporation in return for stock at an inflated par value. On the balance sheet, the property would be the corporation's only capital, and because legal capital was fixed to aggregate par value, the value of the property would go up. [6] While the promoter had $10,000 in stock, the corporation might have only $5,000 worth of assets but would still be worth $10,000 on paper.
Holders of watered stock could be personally liable if creditors foreclosed on the corporation's assets. If they had received $10,000 in stock for a $5,000 capital contribution, they would not only lose their $5,000 investment but also be personally liable for the additional $5,000, whether they were the aforementioned promoter lying about the value of their contribution or an innocent investor relying on par value to gauge the true value of the corporation.
Because par value was such an unreliable indicator of the actual value of stock and high par values could create liability for investors if the corporation went into bankruptcy, corporate lawyers began advising their clients to issue stocks with low par values. The legal capital or "stated capital" of the corporation would still be determined based on par value, but the balance sheet would include the investment over par value as a capital surplus, and everything would still balance.
In 1912, New York authorized corporations to issue "no par stock" with no par value at all in which case the board of directors would allocate the incoming capital between stated capital and capital surplus. All the other states followed suit. [2] Thanks in large part to a proliferation of low par and no par stock, watered stock is less of an issue these days.
The ethics of stock watering have been debated. [10]
The practice of watered stock was sharply criticized by members of the Social Gospel movement such as George D. Herron [11] and Walter Rauschenbusch. [12] For example, in 1898, Herron said "watered stock is a method of high treason by which corporations forcibly tax the nation for private profit, and by which they annually extort millions from American toilers and producers. It is... essentially a system of violence, spoil, and robbery." [11]
Intellectual capital is the result of mental processes that form a set of intangible objects that can be used in economic activity and bring income to its owner (organization), covering the competencies of its people, the value relating to its relationships, and everything that is left when the employees go home, of which intellectual property (IP) is but one component. It is the sum of everything everybody in a company knows that gives it a competitive edge. The term is used in academia in an attempt to account for the value of intangible assets not listed explicitly on a company's balance sheets. On a national level, intellectual capital refers to national intangible capital (NIC).
In finance, equity is an ownership interest in property that may be offset by debts or other liabilities. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets owned. For example, if someone owns a car worth $24,000 and owes $10,000 on the loan used to buy the car, the difference of $14,000 is equity. Equity can apply to a single asset, such as a car or house, or to an entire business. A business that needs to start up or expand its operations can sell its equity in order to raise cash that does not have to be repaid on a set schedule.
Cornelius Vanderbilt, nicknamed "the Commodore", was an American business magnate who built his wealth in railroads and shipping. After working with his father's business, Vanderbilt worked his way into leadership positions in the inland water trade and invested in the rapidly growing railroad industry, effectively transforming the geography of the United States.
Jason Gould was an American railroad magnate and financial speculator who founded the Gould business dynasty. He is generally identified as one of the robber barons of the Gilded Age. His sharp and often unscrupulous business practices made him one of the wealthiest men of the late nineteenth century. Gould was an unpopular figure during his life and remains controversial.
Daniel Drew was an American businessman, steamship and railroad developer, and financier. Summarizing his life, Henry Clews wrote: "Of all the great operators of Wall Street ... Daniel Drew furnishes the most remarkable instance of immense and long-continued success, followed by utter failure and hopeless bankruptcy".
The Black Friday is the term for a gold panic on September 24, 1869, which triggered a financial crisis in the United States. It was the result of a conspiracy between two investors, Jay Gould, later joined by his partner James Fisk, and Abel Corbin, a small time speculator who had married Virginia (Jennie) Grant, the younger sister of President Ulysses S. Grant. They formed the Gold Ring to corner the gold market and force up the price of the metal on the New York Gold Exchange. The scandal took place during the Grant Presidency. The Secretary of the Treasury, George S. Boutwell, had a policy to sell Treasury gold at biweekly intervals for a sinking fund to pay off the national debt. Along with other, non-routine gold sales, this acted to stabilize the dollar and boost the economy. The country had gone through tremendous upheaval during the Civil War and was not yet fully restored.
In finance, a convertible bond, convertible note, or convertible debt is a type of bond that the holder can convert into a specified number of shares of common stock in the issuing company or cash of equal value. It is a hybrid security with debt- and equity-like features. It originated in the mid-19th century, and was used by early speculators such as Jacob Little and Daniel Drew to counter market cornering.
A treasury stock or reacquired stock is stock which is bought back by the issuing company, reducing the amount of outstanding stock on the open market.
Preferred stock is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior to common stock but subordinate to bonds in terms of claim and may have priority over common stock in the payment of dividends and upon liquidation. Terms of the preferred stock are described in the issuing company's articles of association or articles of incorporation.
The Erie Railroad was a railroad that operated in the Northeastern United States, originally connecting Pavonia Terminal in Jersey City, New Jersey, with Lake Erie at Dunkirk, New York. The railroad expanded west to Chicago following its 1865 merger with the former Atlantic and Great Western Railroad, also known as the New York, Pennsylvania and Ohio Railroad.
Tobin's q, is the ratio between a physical asset's market value and its replacement value. It was first introduced by Nicholas Kaldor in 1966 in his paper: Marginal Productivity and the Macro-Economic Theories of Distribution: Comment on Samuelson and Modigliani. It was popularised a decade later by James Tobin, who in 1970, described its two quantities as:
One, the numerator, is the market valuation: the going price in the market for exchanging existing assets. The other, the denominator, is the replacement or reproduction cost: the price in the market for newly produced commodities. We believe that this ratio has considerable macroeconomic significance and usefulness, as the nexus between financial markets and markets for goods and services.
Capital surplus, also called share premium, is an account which may appear on a corporation's balance sheet, as a component of shareholders' equity, which represents the amount the corporation raises on the issue of shares in excess of their par value of the shares.
In finance and accounting, par value means stated value or face value of a financial instrument. Expressions derived from this term include at par, over par and under par.
Fictitious capital is a concept used by Karl Marx in his critique of political economy. It is introduced in chapter 25 of the third volume of Capital. Fictitious capital contrasts with what Marx calls "real capital", which is capital actually invested in physical means of production and workers, and "money capital", which is actual funds being held. The market value of fictitious capital assets varies according to the expected return or yield of those assets in the future, which Marx felt was only indirectly related to the growth of real production. Effectively, fictitious capital represents "accumulated claims, legal titles, to future production" and more specifically claims to the income generated by that production.
James Fisk Jr., known variously as "Big Jim", "Diamond Jim", and "Jubilee Jim" – was an American stockbroker and corporate executive who has been referred to as one of the "robber barons" of the Gilded Age. Though Fisk was admired by the working class of New York and the Erie Railroad, he achieved much ill-fame for his role in Black Friday in 1869, where he and his partner Jay Gould befriended the unsuspecting President Ulysses S. Grant in an attempt to use the President's good name in a scheme to corner the gold market in New York City. On January 7, 1872, Fisk was assassinated in New York City, in relation to his business dealings.
A corporation's share capital, commonly referred to as capital stock in the United States, is the portion of a corporation's equity that has been derived by the issue of shares in the corporation to a shareholder, usually for cash. Share capital may also denote the number and types of shares that compose a corporation's share structure.
The Erie War was a 19th-century conflict between American financiers for control of the Erie Railway Company, which owned and operated the Erie Railroad. Built with public funds raised by taxation and on land donated by public officials and private developers, by the middle of the 1850s the railroad was mismanaged and heavily in debt. A cattle drover turned Wall Street banker and broker, Daniel Drew, at first loaned $2 million to the railroad, and then acquired control over it. He amassed a fortune by skillfully manipulating the Erie railroad shares on the New York Stock Exchange. Cornelius Vanderbilt, who set his mind on building a railroad empire, saw multiple business and financial opportunities in railways and decided in 1866 to corner the market on Erie by silently scooping-up the Erie railroad stock. After succeeding, Vanderbilt permitted Drew to stay on the board of directors in his former capacity as treasurer.
George Gardner Barnard was an American lawyer and politician from New York. He was one of only four people ever tried by the New York Court for the Trial of Impeachments.
The Hepburn Committee was created in 1879 by an act of the New York State Legislature. A. Barton Hepburn was directed by the State Legislature to investigate the railroads' practice of giving freight rate rebates to certain of their largest corporate clients, creating what were in effect much higher freight rates for smaller companies and an unfair advantage for some of the largest corporations in the nation - like John D. Rockefeller's Standard Oil Company. Merchants without ties to the oil industry had pressed for the hearings. Prior to the committee's investigation, few knew of the size of Standard Oil's control and influence on seemingly unaffiliated oil refineries and pipelines - Hawke (1980) cites that only a dozen or so within Standard Oil knew the extent of company operations. The committee counsel, Simon Sterne, questioned representatives from the Erie Railroad and the New York Central Railroad and discovered that at least half of their long-haul traffic granted rebates, and that much of this traffic came from Standard Oil. The committee then shifted focus to Standard Oil's operations. John Dustin Archbold, as president of Acme Oil Company, denied that Acme was associated with Standard Oil. He then admitted to being a director of Standard Oil. The committee's final report scolded the railroads for their rebate policies and cited Standard Oil as an example. This scolding was largely moot to Standard Oil's interests since long-distance oil pipelines were now their preferred method of transportation.
