Common Mistakes to Avoid
Watch out for these exam traps that candidates frequently miss on Types of Equity Securities questions:
Forgetting preferred stockholders typically have no voting rights
Confusing ADRs with ADSs
Mixing up cumulative vs non-cumulative preferred
Sample Practice Questions
A corporation has issued cumulative preferred stock with a $5 annual dividend. The company missed dividend payments for the past two years. Before the company can pay any dividends to common stockholders, it must pay preferred shareholders:
C is correct. With cumulative preferred stock, all missed dividends accumulate as "dividends in arrears" and must be paid before any dividends can be paid to common stockholders. Two years of missed dividends at $5 per year equals $10 in arrears, plus the current year's $5 dividend, totaling $15 per share.
A ($5) is incorrect because it only accounts for the current year's dividend and ignores the two years of arrears. B ($10) is incorrect because it only includes the arrears and forgets the current year's dividend must also be paid. D (No dividends owed) is incorrect because cumulative preferred stock requires payment of all missed dividends, whether or not they were formally declared.
Cumulative preferred stock appears frequently on the Series 65 exam because it's the most common type of preferred stock. Understanding how dividends in arrears work is crucial for analyzing preferred stock investments and advising clients. This concept often appears in suitability questions where you must evaluate income stability. Remember that "cumulative" means all missed dividends accumulate and must be paid before common shareholders receive anything.
Which of the following statements about preferred stockholders is TRUE?
B is correct. Preferred stockholders generally have NO voting rights under normal circumstances. However, many preferred stock agreements grant voting rights if the company misses a specified number of dividend payments (typically 4-6 quarters).
A (Equal voting rights) is incorrect because preferred shareholders typically have no voting rights at all. C (Must vote on major decisions) is incorrect because preferred stock rarely carries voting privileges. D (Superior voting rights) is incorrect because when preferred shareholders do gain voting rights due to missed dividends, they are not superior to common stock voting rights.
This is one of the most commonly missed concepts about preferred stock on the Series 65. Many candidates incorrectly assume all stockholders vote, but preferred shareholders trade voting rights for their priority claim on dividends and assets. The exam frequently tests this distinction. When you see a question about voting or shareholder meetings, think common stock. When you see priority dividends or liquidation preference, think preferred stock. This trade-off between voting rights and dividend priority is a fundamental equity security concept.
An investor purchases American Depositary Receipts (ADRs) of a German automobile manufacturer. Which of the following risks does the investor still face?
A is correct. Even though ADRs are denominated in U.S. dollars and dividends are paid in dollars, the investor still faces currency exchange rate risk. The underlying foreign stock's value fluctuates with exchange rates, which affects the ADR's dollar value. When the foreign currency weakens against the dollar, the ADR's value typically declines.
B (Pay dividends in euros) is incorrect because ADR dividends are converted to U.S. dollars before being paid to investors. C (Inability to trade on U.S. exchanges) is incorrect because ADRs are specifically designed to trade on U.S. exchanges. D (Convert dollars to euros) is incorrect because investors purchase ADRs with U.S. dollars on U.S. exchanges.
Currency risk in ADRs is a high-frequency exam topic that catches many candidates off guard. While ADRs eliminate the logistical inconvenience of foreign investing (foreign currency transactions, foreign brokers), they do NOT eliminate currency risk. This is critical for client suitability analysis. When recommending ADRs, you must explain that while they trade in dollars, the underlying investment value moves with exchange rates. Understanding this helps you properly assess and communicate the risks of international diversification through ADRs.
What is the primary difference between a warrant and a right?
D is correct. Rights (subscription rights) are short-term securities (typically 30-45 days) issued to existing shareholders with exercise prices below the current market price, allowing shareholders to maintain their proportionate ownership. Warrants are long-term securities (often years) frequently attached to bonds as a "sweetener," with exercise prices above the current market price at issuance.
A (Warrants short-term) is incorrect because it reverses the timeframes. Warrants are the long-term instrument. B (Rights to bondholders) is incorrect because rights go to existing shareholders, while warrants are often attached to bonds. C (Warrants cannot be traded) is incorrect because warrants can typically be detached and traded separately, while rights may or may not be transferable.
The distinction between warrants and rights appears regularly on the Series 65 and tests your understanding of corporate finance mechanisms. Rights protect existing shareholders from dilution during new stock offerings, which relates to preemptive rights concepts. Warrants make bond offerings more attractive, which connects to fixed income topics. Remember the key contrast: rights are short-term, below-market, for shareholders; warrants are long-term, above-market, often with bonds. This mnemonic helps: Rights are RIGHT NOW and RIGHT for shareholders.
A client owns shares of common stock in a company. The company announces a rights offering, giving the client the opportunity to purchase additional shares. If the client does not want to purchase more shares, what can the client do with the rights?
A is correct. Rights have value and can be sold in the open market if the shareholder does not wish to exercise them. This allows the shareholder to monetize the value of the rights without purchasing additional shares.
B (Expire worthless) is incorrect because while rights will expire if neither exercised nor sold, they have market value before expiration. The shareholder can capture this value by selling them. C (Exchange for preferred) is incorrect because rights can only be exercised to purchase the specific security offered, typically common stock, not exchanged for other securities. D (Charity donation) is incorrect. While rights could potentially be donated, this is not a typical or optimal use, and the tax treatment would not provide a "full" deduction of the market value.
Understanding the options available to rights holders is important for client counseling and appears on the Series 65. Clients who receive rights may not want to invest additional capital, so knowing they can sell the rights for cash value is crucial advice. This concept connects to preemptive rights and anti-dilution protections for shareholders. The exam may present scenarios where you must advise clients on rights offerings, testing whether you know all available options: exercise, sell, or let expire.
Master Investment Vehicles: 25% of Your Exam
Investment products make up the largest section of the Series 65. CertFuel targets the specific distinctions between bonds, stocks, funds, and alternatives that appear most often.
Access Free BetaWhich feature of convertible preferred stock typically results in a LOWER dividend rate compared to non-convertible preferred stock?
B is correct. Convertible preferred stock typically pays a lower dividend rate than non-convertible preferred because the conversion feature (the ability to exchange preferred shares for common stock) has value to the investor. Investors accept lower current income in exchange for the potential upside if the common stock appreciates.
A (Voting rights) is incorrect because preferred stock, whether convertible or not, typically does not carry voting rights. C (Higher credit rating) is incorrect because convertibility does not inherently affect credit ratings. D (Tax advantages) is incorrect because convertible and non-convertible preferred dividends receive the same tax treatment. Both are taxed as dividend income.
This concept tests your understanding of the risk-return trade-offs in equity securities and appears on the Series 65. Convertible securities offer investors upside participation if the stock performs well, which is a valuable feature. Consequently, issuers can offer lower fixed payments. This principle applies to both convertible preferred stock and convertible bonds. Understanding this helps you explain to clients why convertible securities typically yield less than their non-convertible counterparts. The conversion feature is essentially an embedded call option on the common stock.
A corporation issues callable preferred stock. This feature is MOST advantageous to:
C is correct. Callable preferred stock benefits the issuing corporation, not the investor. When interest rates fall, the corporation can call (redeem) the preferred stock and reissue new preferred at a lower dividend rate, similar to refinancing a mortgage. This is advantageous to the issuer but disadvantageous to investors who lose their high-dividend security.
A (Provides exit strategy) is incorrect because the call feature benefits the issuer, not the investor. The investor would prefer to keep receiving the higher dividend. B (Increases dividend income) is incorrect because callable preferred actually requires a higher dividend rate to compensate investors for call risk, but the call feature itself doesn't increase income. D (Benefits both equally) is incorrect because the call feature clearly favors the issuer.
Call features appear frequently on Series 65 questions about preferred stock and bonds. Understanding who benefits from calls is crucial: the issuer benefits, not the investor. This explains why callable securities must pay higher yields to compensate investors for call risk. When interest rates decline, callable securities face reinvestment risk because they're likely to be called away. This concept connects to bond calls, yield-to-call calculations, and interest rate risk. Always remember: calls favor the issuer, puts favor the investor.
An investor is comparing cumulative preferred stock to non-cumulative preferred stock. All of the following statements are TRUE EXCEPT:
D is correct. This is the EXCEPT question, so we're looking for the false statement. Neither cumulative nor non-cumulative preferred stock typically has voting rights. Preferred stockholders generally do not vote, regardless of whether the preferred is cumulative or non-cumulative.
A (Accumulates unpaid dividends) is true. This is the defining feature of cumulative preferred. B (Higher dividend rate for non-cumulative) is true. Non-cumulative preferred carries more risk because missed dividends are gone forever, so it typically pays a higher rate. C (Missed dividends lost) is true. This is the key disadvantage of non-cumulative preferred from the investor's perspective.
This EXCEPT question tests multiple concepts simultaneously, which is common on the Series 65. You must know the characteristics of both cumulative and non-cumulative preferred stock, plus the voting rights distinction that trips up many candidates. Most preferred stock is cumulative, making it safer for investors. The higher dividend rate on non-cumulative preferred compensates for the risk of losing dividends permanently. Understanding these trade-offs helps you make appropriate recommendations based on client risk tolerance and income needs.
What is the main distinction between American Depositary Receipts (ADRs) and American Depositary Shares (ADSs)?
A is correct. ADRs (American Depositary Receipts) are the actual certificates that investors trade, while ADSs (American Depositary Shares) are the underlying foreign shares that the ADR represents. One ADR may represent one ADS, multiple ADSs, or a fractional ADS, depending on the structure. The terms are often used interchangeably in casual conversation, but technically they are distinct.
B (Trading venue) is incorrect because both ADRs and the underlying ADSs can appear in various trading contexts. The distinction is not about where they trade. C (Currency risk) is incorrect because neither ADRs nor ADSs eliminate currency risk; both expose investors to exchange rate fluctuations. D (Domestic vs foreign) is incorrect because both ADRs and ADSs relate to foreign companies, not domestic ones.
The ADR vs ADS distinction is a common source of confusion and appears on the Series 65 to test precise terminology knowledge. While many investors and even professionals use these terms interchangeably, understanding the technical difference demonstrates expertise. The ADR is what you actually buy and sell (the receipt), while the ADS is what the depositary bank holds on your behalf (the actual foreign shares). This precision matters in legal documentation and custodial arrangements. When communicating with clients, knowing this distinction helps you explain the structure accurately.
A foreign company wants to raise capital in U.S. markets through an initial public offering. Which level of sponsored ADR would the company need to establish?
C is correct. Level 3 sponsored ADRs are the only ADR structure that allows a foreign company to raise new capital through a public offering in the United States. Level 3 ADRs require full SEC registration (Form F-1), exchange listing, and comprehensive financial reporting (Form 20-F), similar to U.S. companies conducting IPOs.
A (Level 1) is incorrect because Level 1 ADRs trade over-the-counter and cannot raise capital. They require minimal SEC filing (Form F-6 only). B (Level 2) is incorrect because while Level 2 ADRs are exchange-listed and require full reporting (Form 20-F), they cannot raise new capital. They only facilitate trading of existing shares. D (Unsponsored) is incorrect because unsponsored ADRs have no company involvement and cannot raise capital for the issuer.
The three levels of sponsored ADRs appear regularly on the Series 65, testing your knowledge of international securities regulation. Understanding which level allows capital raising is crucial because it affects the regulatory burden and disclosure requirements for foreign issuers. Level 3 is the most rigorous (and expensive) but provides access to U.S. capital markets. This concept connects to securities registration, exempt securities, and international investing topics. Remember: Level 1 = OTC only, Level 2 = Listed but no capital raising, Level 3 = Listed AND can raise capital.
Key Terms to Know
Related Study Guides
Master this topic with in-depth articles covering concepts, strategies, and exam tips.