This distinction, which appears plainly marked in theory, has been
much obscured in recent years by the influence of two factors. As the
country grew in size, the large corporations--the railroads, for
example--required greater capital in order to provide facilities for the
handling of their growing business. It was impossible to provide this
capital wholly by means of bond issues without destroying the proportion
between bonds and stocks, which alone could give to the bondholders the
protection of a substantial equity. It was therefore necessary to obtain
a large part of the capital required in the form of stock. The
railway-managers were thus confronted with a difficult problem. It was
imperative that they should obtain more capital, and it was impossible
to dispose of sufficient stock on the basis of a speculative risk in a
business venture. It was therefore necessary for the railway-managers to
emphasize, as far as possible, the investment character of their stock,
and various expedients were adopted to accomplish this purpose. In some
cases preferred stocks were created or resulted from reorganizations,
which possest a first lien upon the assets after payment of the
obligations, and which were entitled to a certain stipulated dividend
before the common stock obtained any distribution from the earnings. In
this way the railway-managers created a compromise security which could
be regarded as a stock, and would thus provide equity from the
bondholders' point of view, and, at the same time, one which could be
disposed of to investors. In other cases, which were probably more
numerous, railway-managers attempted to give their stock an investment
value through stability of income return. In good years when the company
earned 10 or 15 per cent on its stock, their policy was to pay only 5 or
6 per cent in dividends, and hold the rest in their surplus fund in
order to have the means of paying the same dividends the next year if
only 2 or 3 per cent should be earned. By giving their stock stability
of income return they hoped and expected to give it some stability of
market price, and thus make it attractive to genuine investors. The
effect of this policy was unquestionably successful, and one after
another the stocks of our more important transportation systems and
other large undertakings passed into the hands of investors.
Public-domain text, read in full here on John Shaqi.
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