public company

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Trading floor of the New York Stock Exchange, New York City.

Justin Guariglia—xPACIFICA/Redux

public company, a company that issues shares of stock to be traded on a public exchange or an unlisted securities market. Like other businesses, the structure of public companies and the rules under which they operate vary depending on the laws in place in the areas in which they are chartered or operate, but in all cases public companies list their shares on a public market. A public company is usually created when a private company decides to “go public” by transitioning to public ownership, generally in order to raise funds for business expenses. This leads to an initial public offering (IPO), in which the company’s stock is first listed for trade on a public market. While going public can be a very effective means of raising funds, it usually entails additional responsibilities and is desirable for only a small percentage of businesses. In the United States less than 1 percent of all businesses are public companies.

The defining feature of a public company is that it issues securities—specifically, shares of stock that constitute an ownership interest in the company—and lists those securities for trade on a public market. Stock comes with certain rights defined both by the charter and bylaws of the company and the laws of the country or state where the company is chartered. These rights typically include the right to vote on certain key company decisions, such as the appointment of directors, the right to sell shares of stock, and the right to benefit from dividends and other distributions. Stock is divided into shares, and the rights proceeding from ownership of stock are often called shareholder rights. A company need not be public to issue shares of stock, and many private companies offer shares to individual investors or employees.

The process of a private company beginning to sell stock to the public is called an IPO. Typically this involves listing the stock on a public stock exchange, such as the New York Stock Exchange (NYSE), the National Association of Securities Dealers Automated Quotations (NASDAQ), or the Shanghai Stock Exchange (SSE). Firms begin by selling the company stock at a fixed price determined by the investment banks underwriting the IPO to accredited and institutional investors. Once the shares begin to be traded on a stock exchange, the price may change very little, or it may change dramatically very quickly. For example, when Facebook issued an IPO in May 2012, its shares were priced at $38. By the end of August the share price had fallen to $18.06. The share value will continue to rise or fall on the open market based on what investors are willing to pay for them under current market conditions.

The total value of a company’s shares of stock—the price of a share multiplied by the number of outstanding shares available for trade—is called the company’s market capitalization, or market cap (see capital and interest). This is a common way to define the size of a publicly traded company or to express what investors think a company is worth. However, market cap is not the only way to value a company, and other measures, such as enterprise value (which takes into account a firm’s debt financing and cash on hand), may be more accurate or meaningful depending on the financial state of the company and the nature of the industry in which it operates.

There are both advantages and disadvantages to going public. The main advantage is wider access to capital that results from selling shares on open markets. Publicly trading stock also has the potential to achieve higher stock prices, as investors bid up the price of shares and raise the profile of the company among both investors and the general public. This can bring in large amounts of money, which can then be used to further develop the business without significantly increasing the firm’s debt.

The disadvantages of going public are considerable, however, and for that reason going public is not a feasible option for most businesses. Generally, public companies are required to disclose more information about their finances than private companies. In the United States, for example, publicly traded companies must file annual and quarterly reports with the Securities and Exchange Commission (SEC). Further, when a company goes public, ownership of the company may become separate from management of the company; it is common for the directors of a firm to own less than 1 percent of its stock. This can lead to conflicting priorities. Often leadership of a company will be given stock incentives as part of their compensation. While in theory this ownership stake in the firm should align leaders’ goals with those of the shareholders, it is possible that incentives based on stock price encourage short-term thinking that may be at odds with the long-term health of the firm.

Although not common, it is possible for a public company to “go private” and become a private company. This occurs when a public company is acquired by a controlling shareholder—that is, an individual investor or group of investors, a business, or some other entity that owns a majority of the company’s stock.