저자: WarrenBuffett · 외국인
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버크셔 해서웨이 주주총회 안건인 우선주 발행 권한 부여 취지를 설명한 영상이다. 결론: 우선주 발행 권한은 의무가 아닌 '수단'이며, 가치를 받는 한 주주 희석은 없다는 입장. [우선주 발행 권한 안건 배경] - 이사회에 최대 100만 주 우선주를 여러 시리즈로 발행할 권한을 부여하는 정관 개정안이다. - 지난 연차보고서 이후 반대표가 약 1만1~1.2만 주, 기권이 수천 주 나와, 취지 설명이 부족했다고 판단했다. - 권한 부여일 뿐 실제 발행 명령이 아니며, 발행 여부는 상황에 따라 판단한다. [우선주를 쓰는 이유] - 기업 인수 시 매도자가 현금 대신 주식을 원할 수 있고, 세금 이연(비과세 교환) 목적이 있을 수 있다. - 매도자 필요에 맞춰 일반 우선주(고정 쿠폰), 변동금리 우선주, 전환우선주 등 다양한 조건을 설계할 수 있다. - 현금, 보통주, 우선주 중 무엇을 쓰든 제공하는 가치가 같다면 경제적 차이는 없다는 주장이다. [주식 수 및 비용] - 델라웨어주 법상 수권주식 수에 비례해 연간 수수료가 붙어, 100만 주로 한정한다. - 실제 발행 시에는 세무 목적상 주식 수를 제한하고 소액 단위 주식(서브 셰어)을 활용할 가능성이 있다. [희석 및 주주 가치 논쟁] - 질의응답에서 주주 희석 문제가 나왔다. 핵심은 받는 가치가 주식 발행 가치보다 작으면 희석되고, 같거나 크면 희석되지 않는다는 점이다. - 다른 기업들이 주식 가치보다 싸게 받고 주식을 발행하는 행태('역체인레터')를 비판했다. 경영진이 주식을 찍어내 제국을 키우는 것을 경계한다. - 우선주는 보통주 주주보다 선순위 청구권이 있어 보통주 주주가 뒤로 밀리지만, 인수 대상 사업이 주주에게 이익이 된다면 트레이드오프로 정당화된다고 설명했다. [리스크/조건] - 가치 이하로 발행하면 기존 주주가 손해를 본다. 차입도 과하면 주주에게 해롭다. - 우선주는 준부채 성격이라 채권자와 유사하게 선순위다. [출연자 전망] - 특정 종목 가격 전망이나 시장 방향에 대한 언급은 없다.
다듬은 글
the second item of business of this meeting is to consider the recommendation for directors to amend the company certificate of incorporation the proposed amendment would add a provision to the certificate of incorporation authorizing the board of directors to issue up to 1 million shares of preferred stock in one or more series with such preferences limitations and relative rights as the board of directors may determine now we discussed this some in the in the annual report but I would say and we'll find out the exact number but I think we probably had 11 or 12 maybe 12 thousand or so shares voted against the proposal I think we had a couple thousand shares that I abstained and since there really is no downside to the proposal that indicated to me that that I had not done a very adequate job of explaining the logic of authorizing the preferred so I'd like to discuss that for a minute now and I'd also like anybody that would like to ask questions about it they can do so now we can talk about it later too but if you'd like to do it before the vote that'd be fine the authorization is just that it's an authorization it's it's it's not a command issue shares it's not a directive it simply gives the directors of the company the ability in a situation or it makes sense for the company to issue preferred shares to do so now when we acquire businesses and I'll tell you about one when we're we're through with this in a few minutes when we acquire businesses sometimes the the seller of the business wants cash sometimes they would like common stock and it's certainly possible as one potential seller did last year that they wanted in that case a convertible preferred stock now from our standpoint as long as the value of the consideration that we give equates we really don't care aside from a question of tax basis we might obtain but we in in in other economic respects we don't care what form of consideration we use because we will the value of cash versus a straight preferred versus a convertible preferred versus common stock whatever it may be so if the worry is that we will do something dumb in issuing the preferred stock you should that's a perfectly valid worry but you should worry just as much we'll do something and dumb in terms of using cash or the common stock I mean it's if we're going to if we're if we're going to do something unintelligent we can do it with a variety of instruments and we will not get more licentious in our behavior anything but simply because we have they preferred stock and the preferred stock I preferred you in this stock may offer sellers of a business the chance to do a tax free exchange with us and they may not want common stock because they may have an ownership situation where they don't want to run the risks of common stock ownership and that's why our preferred is flexible as to terms because we could give those people a straight preferred with a coupon that made it worth par at the time we issued it and then they would know what their income would be for the next ten years and and that may be of paramount interest to them we could issue them an adjustable rate preferred which as money market conditions change would also change its coupon and then they would be sure of a constant principal value for the rest of their lifetimes and one or both of those factors could be more important to one seller or another so that we simply have more forms of currency available to make acquisitions if we have the ability to issue various forms of preferred because a preferred stock if it's properly structured allows for the possibility of a tax-free transaction with with it with the seller and that's that's important to many sellers now in the end many sellers will prefer cash just as in the past and probably most of the sellers that don't want cash will want common stock but we will have a preferred stock woman we're only authoring authorizing a million shares because under Delaware law there's an annual I think there's an annual fee I know there's an initial fee and I think there's an annual fee that relates to the amount of shares authorized so if we authorized a hundred million shares it would we would be paying at larger annual fee which is something mr.
Munger wouldn't let me do so what we will do if we issue this we will issue undoubtedly will oh we will issue some sub shares so that the number of shares for taxation purposes is relatively limited but that we will issue sub shares to make it easier to make change essentially in the market we may issue if the occasion demands we may issue convertible prefer but that convertible preferred would not be worth any more at the time we issue it than a straight preferred we would adjust in terms of the coupon and the conversion price and so on so we we can equate various forms of currency to fit the desires of the seller of the business and this is this is simply one more tool to do it there's no downside like I say unless unless we do something stupid and if we do something stupid with us we would do something stupid cash or whatever so it we probably should have done this some time ago but we we never had a case of of a seller wanting that form of currency before and so it just and and we always thought we could get it authorized promptly but there's no reason to lose a couple of months if a transaction is pending to call a meeting to get this on the books so it's simply one more tool and if there are any if there's anybody that has any questions or comments on the preferred like I say you can't hold them till later but I'd be glad to have them before we have the boat do we have any yeah there's a question over there and if you'll do wait just a second we'll get a microphone to you when you ask questions now or later if you'll give your name and and and and where you live I'd appreciate it hi my name is dr.
Lawrence Worcester I'm from New York my question is this if you want to buy a business and the people who know business want cash you have to have cash cash that you know this kind of cash we're familiar with it yeah but it's it strikes me that the preferred isn't really cash it's it's fiat currency that is its currency that we can create that's true it's just like it's like common stock in that respect it is the it is a form it's an alternate form of currency and but it is it is just that in terms of common stock for example assuming we had enough authorised we have an unlimited ability to create currency no if we created at the wrong price that dilutes the value of the old currency but go ahead on until we vote in the affirmative which I'm sure that this group will probably do because of their confidence in you but until we vote in the affirmative it doesn't exist that is correct well you were that that would be true incidentally with common stock if we had no more authorized common stock out than we had issued we have I think a million and a half authorized but let's assume that we dish udall that we had authorized until Morrow was authorized by the shareholders there would it would not be available to be issued but if more were authorized by the shareholders then isn't it true that the value of the shareholders holding would be diluted only only if we receive less in value than we give that's the key to it I mean if we issue two hundred million dollars worth of preferred and we receive a business that's only worth a hundred and fifty million there's no question you're worse off than before so are we incidentally but but we're all we're soft the and that's true if we give cash that's worth more for a business than the business is worth if we give two hundred million of cash for a business that's worth 150 million we are worth soft we may not have issued a share of stock but we have diluted the value of your stock if we do that as long as we get value received in terms of whether with cash common stock or preferred stock then you are not diluted in terms of value it's an important point that and I and obviously a number of companies as as you may have Charlie and I have commented about in reports and elsewhere a number of companies in our append have issued common stock particularly which has a value greater than what they receive and when they do that they are running what I what John Medellin of the Wachovia called the chain letter in Reverse and and that's cost American shareholders a lot of money I don't think it'll cost them any money at Berkshire but it's a perfectly valid worry for shareholders to have because a management can build an empire but just by issuing these little pieces of paper which which they feel don't cost them anything that I think Charlie had one story about that in the past I didn't want to comment on that Charlotte no names basis of course there was a particular bank where one of the officers wanting stock options pointed out to the management that they could issue all these shares and it didn't cost anything imagine hiring a manager who thinks that way and paying the money to behave like Judas at your various and your very midst we have we have had conversations with managers where they tell us how fortunate they feel because the stock is down and they can issue options cheaper now if they were issuing those to the third parties you know I'm not sure I'm not sure whether they have exactly the same attitude but we have no feeling that that we're getting richer when we issue shares we we have a feeling we're getting richer when we get at least as much value in a business as the shares are worth that we issue and we don't intend to issue them under any other circumstances but it's a perfectly valid valid worry the second part of the question is that obviously with preferred issue you have a situation where the Carmen's shareholder is moves to the back of the line as it were why should the Carmen shareholder in this room want to step to the back of the line if he's at the front of the line now well it but it's also true if we buy a business for cash and let's say we borrow the money the bank that we borrow the money from will come ahead at the common shareholder there's no there's no question anytime you move you engage in transactions that involve the capital structure you are changing the potential for each part of the capital structure if you issue a lot of common and you've got some debt outstanding you've generally improved the position of the debt and the question really becomes whether you think that the position of the common shareholder is improved by issuing either preferred stock or perhaps borrowing a lot of money to make an acquisition I mean with a couple of times in the history of Berkshire we've borrowed money to to buy something if to buy a business and when we do that we are placing a bank or an insurance company or whomever ahead of the position of the common shareholder we did that when we issued some some debt a few years back and and there's a question of weighing whether the common shareholders are going to be better off by by borrowing money but borrowing money is not necessarily at all harmful to the shareholders although certainly if it's carried to excess it is and the preferred is a form of quasi borrowed money that does rank ahead of Michigan the common shareholder but then at the same time we're adding a business which we think is going to benefit the sheriff shareholder if we issue that so that's the trade-off
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