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It is to the interest of merchants or bankers who deal in foreign
bills to buy them where they are the cheapest and to sell them where
they are the dearest. For this reason it might often be an advantage
for a New York merchant to buy a bill on London to pay a debt in
Paris.
[Illustration: A bill of exchange (banker's).]
Two illustrations of bills of exchange are given in this lesson. Each
is drawn in duplicate. The original is sold or sent abroad, while the
duplicate is preserved as a safeguard against the loss of the
original. When one is paid the other is of no value. Notice the
similarity between bills of exchange as shown here and commercial
drafts as shown in our last lesson.
The first form shows a draft made by a coal company upon a steamship
company to pay for coal supplied to a particular steamer. Suppose that
the steamship company has a contract with Robert Hare Powel & Co. of
Philadelphia to supply coal to their steamers. The steamer _Cardiff_,
when in port at Philadelphia, is supplied; the bill is certified to by
the engineer; the master (captain) of the vessel signs Powel & Co.'s
draft (and in doing this really makes it the captain's draft); the
bill is receipted. Now Powel & Co. sell this exchange (draft) on
London to a broker or banker doing a foreign business. It is forwarded
to London and presented in due time at the office of the Wales
Navigation Company for payment.
The second form shows a bill of exchange drawn by a Philadelphia
banking house upon a London banking house and payable to the order of
the firm buying the draft. C. H. Bannerman & Co. will send this bill
(the original) to pay an account in Europe. The first form bears the
same relation to a commercial draft that the second does to a
cashier's cheque.
[Illustration: First page of a letter of credit.]
XI. LETTERS OF CREDIT
The usual instruments of credit by means of which travellers abroad
draw upon their deposits at home are known as CIRCULAR LETTERS OF
CREDIT. These forms of credit are of such common use that every one
should be familiar with their form. We reproduce here a facsimile of
the first and second pages of a circular letter for L1000, copied with
slight change of names from an actual instrument. The first page shows
the credit proper authorising the various correspondents of the bank
issuing it to pay the holder, whose signature is given on its face,
money to the extent of L1000. The names of the banks who are
authorised to advance money upon the letter are usually printed upon
the third and fourth pages, though letters issued by well-known
banking houses are usually recognised by any banking house to which
they are presented.
The second illustration shows how the holder of a particular letter
availed himself of its advantages. It gives the names of the banks to
which he presented his letter, and the amounts paid by each.
With such a letter a traveller could make a trip around the world and
not have in his pocket at any one time more gold or silver or bills
than would be necessary to meet immediate expenses.
Suppose that A. B. is about to make a European trip. He goes to a bank
doing a foreign business, say Brown Bros. & Co. of New York City, and
asks for a circular letter for L1000, for which he is obliged to pay
about $4880. Copies of A. B.'s signature are left with Brown Bros. &
Co., and may perhaps be forwarded to their foreign banking houses.
When A. B. presents himself at a Glasgow or Paris bank with his letter
of credit, and asks for a payment upon it, the banker asks him to sign
a draft on Brown Bros. & Co., New York, or more likely on their London
bank, for the amount required, which amount is immediately indorsed on
the second page of the letter of credit, so that when the indorsements
equal the face the letter is fully paid. A. B. is simply drawing upon
his own account--that is, upon the money he deposited to secure the
letter of credit.
Payment is usually made upon the simple identification or comparison
of signatures. If a traveller should lose his letter of credit he
should notify at once the bank issuing it and, if possible, the banks
upon which drawn.
[Illustration: Second page of a letter of credit (used).]
There are several other forms of travellers' credits in use. The
_Cheque Bank_, an English institution with a branch in New York City,
issues to travellers a book of cheques, each of which can be filled up
only to a limited amount, as shown by printed and perforated notices
appearing on the face. For instance, for L100 one can buy a
cheque-book containing fifty blank cheques, each good, when properly
filled up, for L2. Each of these cheques is really a certified cheque,
only it is certified in advance of issue. Any of the thousand or more
foreign banks which are agents for the _Cheque Bank_ sell these
cheque-books, and cash the cheques when presented. The amounts that
may be short drawn go toward the cost of a new cheque-book, or may be
returned in cash. The American and other express companies have forms
of travellers' cheque-books very similar to those issued by the
_Cheque Bank_.
XII. JOINT-STOCK COMPANIES
To organise a stock company it is necessary for a number of persons to
come together and make a certificate to the effect that they propose
to form a company to bear a certain name, for the purpose of
transacting a certain kind of business at a certain place. The
certificate states that they propose to issue a certain number of
shares of stock at a certain price per share, that the capital stock
is to be a certain amount, and that the company is to continue to
exist for a definite period of time. Blank forms for such certificate
are supplied by the Secretary of the State where the company is being
organised, and when such certificate is properly filled out, signed,
and delivered to him, he issues a license, or charter, to the persons
making such certificate, giving them permission to open books, sell
stock, and carry on the enterprise outlined.
State laws regarding stock companies differ very largely. Students of
this course who desire to know the law in any particular State can
easily secure the information by writing to the secretary of that
State.
The usual par value of a share of stock is $100. That is, if a company
organises with a capital of $200,000, there will be 2000 shares to
sell. Each person who buys or subscribes for the stock--that is, who
joins the company--receives a CERTIFICATE OF STOCK. Our illustrations
show two examples; one of a national bank, and the other of a
manufacturing company. These certificates are transferable at the
pleasure of the owners. The transfer is made usually by a form of
indorsement on the back of the certificate, but to be legal the
transfer must be recorded on the books of the company.
[Illustration: A certificate of stock in a national bank.]
The men subscribing in this way become responsible for the good
management of the business and are obliged to act according to the
laws of the State in which the company is organised. Usually they are
not responsible individually for the liabilities of the concern beyond
the amounts of their individual subscriptions.
[Illustration: A certificate of stock in a manufacturing company.]
Every person who subscribes for stock owns a part of the business and
is called a SHAREHOLDER. All the shareholders meet together, and out
of their number they choose a certain number of DIRECTORS. The
directors choose a president and other necessary officers, and in a
general way direct the policy of the company. As a rule directors have
no salaries attached to their positions. General meetings of
shareholders are held once a year to elect the directors and to hear
the reports of the officers.
The student should be familiar in a general way with the different
classes of stock and with the technical terms familiar to stock
companies. The more important of these matters are as follows:
DIRECTORS. All the shareholders meet together and out of their number
choose a certain number of directors. The directors choose a president
and other necessary officers and fix the amount of salary which shall
be paid such officers for their work.
CAPITAL STOCK. This name is given to the gross capital for which the
company is organised, without any reference to its value or to whether
it has been fully paid in or not. The _paid-in capital_ is the amount
received from the stockholders on the shares for which they have
subscribed.
DIVIDENDS. The directors of the company, after paying the expenses and
laying by a certain amount for contingencies, divide the profits among
the shareholders. These profits are called dividends, and in
successful concerns such dividends as are declared quarterly,
semiannually, or annually usually amount to good interest on the
shareholders' investments.
TREASURY STOCK. It often occurs that a new company finds it necessary
to set aside a certain number of shares to be sold from time to time
to secure working capital. Such stock is held in the treasury until it
is needed, and is called treasury stock.
PREFERRED STOCK. Preferred stock is stock which is guaranteed certain
advantages over ordinary stock. It is usually given to secure some
obligation of the company, and upon it dividends are declared in
preference to common stock. That is to say, if a man holds a share of
preferred stock he will receive interest thereon out of the profits
of the business before such profits are given in the form of dividends
to shareholders generally. Preferred stock can be issued only when
authorised by the charter of the company. The interest on the
investment in the case of preferred stock is more sure, but the
security itself is not any more secure than in the case of common
stock.
GUARANTEED STOCK. Guaranteed stock differs from preferred stock in
this--that it is entitled to the guaranteed dividend (interest) before
all other classes of stock, whether the company earns the necessary
amount in any one year or not. This right is carried over from year to
year, thus rendering the shares absolutely secured as to interest.
WATERED STOCK. When stock is issued to the shareholders without
increase of actual capital the stock is said to have been _watered_. A
company may organise for, say, $10,000, and may want to increase to
$50,000 without adding to the number of its shareholders. Each holder
of _one_ share will, in this instance, receive _four_ new shares, and
in future instead of receiving a dividend on one share will receive a
dividend on five shares. The object of this is, quite commonly, to
avoid State laws requiring certain corporations to pay excess of
profit over a stated rate per cent. into the State treasury.
FORFEITED STOCK. Stock is usually sold on certain explicit conditions,
such as the paying of ten per cent. down and the balance in
installments at stated intervals. If the conditions which are agreed
to by the shareholder are not met his stock is declared _forfeited_,
or he can be sued in the same manner as upon any other contract.
ASSESSMENTS. Some companies organise with the understanding that a
certain percentage of the nominal value of the shares is to be paid at
the time of subscribing, and that future payments are to be made at
such times and in such amounts as the company may require. Under
these conditions the stockholders are assessed whenever money is
needed. Such assessments are uniform on all stockholders.
SURPLUS FUND. It is not customary to pay a larger dividend than good
interest. The profits remaining after the expenses and dividends are
paid are credited to what is called a surplus fund. This fund is the
property of the shareholders and is usually invested in good
securities.
FRANCHISE. A franchise is a right granted by the State to individuals
or to corporations. The franchise of a railroad company is the right
to operate its road. Such franchise has a value entirely distinct from
the value of the plant or of the ordinary property of the corporation.
SINKING FUND. A sinking fund is a fund set aside yearly for the
purpose at some future time of sinking--that is, paying a debt.
XIII. PROTESTED PAPER
When a note is presented for payment at maturity and is not paid it is
usually PROTESTED; that is, a notary public makes a formal statement
that the note was presented for payment and payment was refused.
Notice of such protest is sent to the maker of the note and to each
indorser.
The bank should never hand to its notary any paper for protest until
it has made sure that its non-payment has not been brought about by
some error or misunderstanding. Quite often, even though the paper has
been made payable at a bank, the notary sends a messenger with the
note to the maker to make a formal demand for payment.
In taking in collection paper, banks should obtain clear instructions
from its owners as to whether or not it should be protested in case
of non-payment. It by no means follows that a formal protest is not
desired because the paper bears no indorsements. Many banks make it a
rule to protest all unpaid paper unless otherwise ordered.
We often see attached to the end of a draft a little slip with the
words: "_No protest; tear this off before protesting._" This is simply
private advice to the banker informing him that the drawer does not
wish to have the draft protested. It may be that he does not wish to
wrong or injure the credit of or add to the expense of his debtor; or
it may be that he considers the account doubtful and does not wish to
add to his own loss the cost of protest fees.
To hold an indorser, he must be properly notified of the non-payment
of the note; and whether this has been done is a question of fact. If
he was not properly notified this defence will avail whenever it is
clearly proved. A great variety of defences may be successfully made
by an indorser. A few of these defences are here briefly noticed: One
is usury; another is the maker's discharge by the holder; nor can he
be held when he has paid the note; nor when its issue was unlawful,
nor when the note was non-negotiable, nor when his indorsement was
procured by fraud. Finally, an indorser may avail himself of any
defence existing between the holder and the maker or principal debtor.
This is evidently a just principle, for the holder should have no more
rights against an indorser than he has against the maker. If,
therefore, the maker can interpose some just claim as a partial or
complete defence the indorser should be permitted to avail himself of
this claim.
In order to recover from an indorser it must be proven that a formal
and proper demand for payment was made upon the maker. The formal
protest is usually undisputed evidence of this. The maker is liable in
any event.
[Illustration: A protest.]
To make the indorser's liability absolute it is necessary to demand
payment at the specified place on the last day of the period for which
the note was given, and to give due notice of non-payment to the
indorser. For, as the contract requires the maker to pay at maturity,
the indorser may presume, unless he has received a notice to the
contrary, that the maker has paid the obligation.
Ordinarily a notice of an indorsement by a partnership need not be
sent to each member. Even after the partnership has been dissolved a
notice to one partner is sufficient to bind the other members. If the
note is owned jointly (that is, by parties who are not business
partners) the indorsers are not liable as partners but as individuals.
In such a case the notice of non-payment should be sent to each.
Our illustration shows a facsimile of a protest notice.
XIV. PAPER OFFERED FOR DISCOUNT
One of the most valuable parts of a banker's education is to learn
whom to trust. Every bank should have a well-organised and thoroughly
equipped credit department, in charge of some one who can be relied
upon to investigate carefully all names referred to him by the
officers. A banker has the right to expect the fullest confidence on
the part of the borrower, and the borrower should furnish him with a
complete and detailed statement of the condition of his affairs. It is
safe to conclude that when a borrower refuses absolutely to give any
information as to his financial condition his credit is not in the
most favourable shape.
Many of the banks have blank forms which they, from time to time, ask
borrowers to fill out. These statements show in detail the assets and
liabilities of the firm in question; they show the notes which are
outstanding, the mortgages on real estate, and many other particulars,
including the personal or individual credit of members of the firm, if
a partnership.
In estimating the value of paper offered for discount the following
points should be considered:
1. The total net worth of the borrower.
2. The character of his business; whether it is speculative or staple.
3. The borrower's record and standing in the community and his
business habits.
4. Whether he is in enterprise abreast with modern ideas and methods.
5. The character of the merchandise owned by the borrower. What would
it bring under the hammer? Groceries and raw material can usually be
turned into cash at a forced sale at very small discount from current
prices. Not so with hardware, glass, dry goods, boots and shoes,
books, etc. Machinery and fixtures are not a bankable asset upon
which to base credit.
The banker should note his borrower's bills payable. Why did he give
notes? Are they met promptly? Many houses prefer to sell their own
paper in the open market, and keep their banks open for accommodations
when they are unable to secure outside credit. The insurance carried
should be considered; also the volume of business done. A large
business on moderate capital, with long credits, will naturally have
large liabilities, while a small business with a liberal capital and
short credits should have small liabilities.
Paper offered for discount is of a variety of kinds. The larger
proportion of it is from customers of the borrower who have extended
their credit by paying their accounts in notes instead of in cash.
Such paper is really, though having two names, very little better
than single-name paper, for it is not the maker's credit, but the
payee's, which the bank usually considers. Many very small notes
offered for discount usually indicate a very needy condition.
There are many firms which carry two or more bank accounts, and others
who sell their paper to out-of-town banks. In buying paper it is
important to ascertain whether the firm is in the habit of taking up
paper at one bank by floating a loan at another.
Paper may be classified for purposes of discount as follows:
1. Bills drawn by shippers on the houses to which the goods are
shipped.
2. Bills drawn by importers against commodities placed in brokers'
hands for sale.
3. Bills arising out of our manifold trades and industries.
4. Drafts with bills of lading attached.
5. Paper having personal indorsements.
6. Paper secured by collateral.
7. One-name paper.
XV. CORPORATIONS
Stock companies are in a sense corporations, but the name CORPORATION
has in its common application a broader meaning. PUBLIC CORPORATIONS
are those which are created exclusively for the public interest, as
cities, towns, counties, colleges, etc. PRIVATE CORPORATIONS are
created wholly or in part for the pecuniary benefit of the members, as
railroad companies, banks, etc. Corporate bodies whose members at
discretion fill by appointment all vacancies occurring in their
membership are sometimes called _close corporations_. In this country
the power to be a corporation is a franchise which can only exist
through the legislature.
In municipal corporations the members are the citizens; the number is
indefinite; one ceases to be a member when he moves from the town or
city, while every new resident becomes a member when by law he becomes
entitled to the privileges of local citizenship.
The laws which corporations may make for their own government are made
under the several heads of by-laws, ordinances, rules, and
regulations. These laws may be made by the governing body for any
object not foreign to the corporate purposes. A municipal corporation,
for example, makes ordinances for the cleaning and lighting of its
streets, for the government of its police force, for the supply of
water to its citizens, and for the punishment of all breaches of its
regulations. A railway corporation establishes regulations for
signals, for the running of trains, for freight connections, for the
conduct of its passengers, and for hundreds of other things. But such
by-laws and regulations must be in harmony with the charter of the
corporation and with the general law of the land. For instance, a
municipal corporation could not enforce a by-law forbidding the use of
its streets by others than its own citizens, because by general law
all highways are open to the common use of all the people. Again, a
railway corporation could not make a rule that it would carry goods
for one class of persons only, because as a common carrier the law
requires that it carry impartially for all.
As a general rule private corporations organised under the laws of one
State are permitted to do business in other States. It is quite often
to the advantage of a company to organise under the laws of one State
for the purpose of doing business in another. For instance, there are
many companies chartered under the laws of Maine with headquarters in
Boston. The Massachusetts laws require that a large proportion of the
capital be actually paid in at the time of organising, while the Maine
law has no such provision. For similar reasons many large companies
doing business in New York or Philadelphia are organised under the
laws of New Jersey.
A corporation may make an assignment just as may an individual. If all
the members die the property interests pass to the rightful heirs, and
under ordinary conditions the corporation still exists.
A FRANCHISE is a right granted by the State or by a municipal
corporation to individuals or to a private corporation. The franchise
of a railroad company is the right to operate its road. Such franchise
has a value entirely distinct from the value of the plant or the
ordinary property of the corporation.
An UNLIMITED LIABILITY corporation is one in which the stockholders
are liable as partners, each for the full indebtedness.
A LIMITED LIABILITY corporation is one in which the stockholders, in
case of the failure of the corporation, are liable for the amount of
their subscriptions. The name _limited_ is required by law to appear
after the name of the company. If a subscription is entirely paid up
there is no further liability--that is to say, the property of a
shareholder cannot be attached for any debts of the company.
Understand clearly that the name _limited_ printed after the name of a
company does not indicate in any way that the capital or credit of the
company is limited, only that the liability of the shareholders of the
company is limited to the amounts of their shares.
A DOUBLE LIABILITY corporation is one in which, in case of failure,
the stockholders are further liable for amounts equal to their
subscriptions. All national banks are double liability companies. If A
owns $5000 stock in a national bank, and the bank fails, he loses his
stock; and if the liabilities of the bank are large he may be obliged
to pay a part or the whole of an additional $5000.
XVI. BONDS
When a railroad company, or a city or any other corporation desires to
borrow money it is a common practice to issue instruments of credit
called BONDS. A bond means something that binds. Bonds bear the same
relation to the resources of a corporation that mortgages do to real
estate.
Corporation bonds are issued for a period of years. They usually have
coupons attached which are cut off and presented at regular intervals
for the payment of interest. A bondholder of a corporation runs less
risk than a stockholder, first, as to interest: the corporation is
obliged to pay interest on its bonds, but may at its own pleasure
_pass_ its dividends; secondly, the bondholder is a creditor, while
the stockholder of the corporation is the debtor. On the other hand,
if a concern is very successful, a shareholder may receive large
dividends, while the bondholder receives only the stipulated interest.
A _bond_ is evidence of debt, specifying the interest, and stating
when the principal shall be paid; a _certificate of stock_ is evidence
that the owner is a part-owner in the corporation or company, not a
creditor, and he has no right to regain his money except by the sale
of his stock, or through the winding up of the company's business.
The name DEBENTURES is given to a form of municipal bond in common
use. Nearly all the large sums of money used by States and cities for
the building of State or municipal buildings, bridges, canals,
water-works, etc., are raised through the issue of bonds
(_debentures_), which are sold, usually at a price a little below par,
to large financial institutions, banks, and insurance companies.
Generally speaking, such bonds are good _securities_, and are
marketable anywhere.
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