What Are Articles of Association?

Articles of association form a document that specifies the regulations for a company’s operations and defines the company’s purpose. The document lays out how tasks are to be accomplished within the organization, including the process for appointing directors and the handling of financial records.

Understanding Articles of Association

Articles of association often identify the manner in which a company will issue shares, pay dividends, audit financial records, and provide voting rights. This set of rules can be considered a user’s manual for the company because it outlines the methodology for accomplishing the day-to-day tasks that must be completed.

While the content of the articles of association and the exact terms used vary from jurisdiction to jurisdiction, the document is quite similar throughout the world and generally contains provisions on the company name, the company’s purpose, the share capital, the company’s organization, and provisions regarding shareholder meetings.

In the the U.S. and Canada, articles of association are often referred to as “articles” for short.

Company Name

As a legal entity, the company must have a name that can be found in the articles of association. All jurisdictions will have rules concerning company names. Usually, a suffix such as “Inc.” or “Ltd.” must be used to show that the entity is a company. Also, some words that could confuse the public, such as “government” or “church,” cannot be used or must be used only for specific types of entities. Words that are offensive or heinous are also usually prohibited.

Purpose of the Company

The reason for the creation of the company must also be stated in the articles of association. Some jurisdictions accept very broad purposes—”management”—while others require greater detail—”the operation of a wholesale bakery,” for example.

Share Capital

The number and type of shares that comprise a company’s capital are listed in the articles of association. There will always be at least one form of common share that makes up a company’s capital. In addition, there may be several types of preferred shares. The company may or may not issue the shares, but if they are found in the articles of association, they can be issued if and when the need presents itself.

Organization of the Company

The legal organization of the company, including its address, the number of directors and officers, and the identity of the founders and original shareholders, are found in this section. Depending on the jurisdiction and type of business, the auditors and legal advisors of the company may also be in this section.

Shareholder Meetings

The provisions for the first general meeting of shareholders and the rules that will govern subsequent annual shareholder meetings—such as notices, resolutions, and votes—are laid out in detail in this section.

Small Business Example of Articles of Association

A person, or group of people, starting a business will typically refer to a lawyer, accountant, or both for advice when setting up a company.

The company will choose a name and define its purpose. The company is then registered at the state/province or federal level. Note that trademarking a name is a different process.

A company may issue shares to divide up the company if it wishes, but it doesn’t need to. The articles will lay out how this can be done. The lawyer or accountant will typically work with the directors of the company, asking them questions to help figure out how they wish to grow and how the company may end up being structured in the future.

Company directors are listed, along with their personal information. A business address is also provided.

Changes can be made to the articles of association with director(s) approval.

What Are Animal Spirits?

“Animal spirits” is a term coined by the famous British economist, John Maynard Keynes, to describe how people arrive at financial decisions, including buying and selling securities, in times of economic stress or uncertainty. In Keynes’s 1936 publication, The General Theory of Employment, Interest, and Money, he speaks of animal spirits as the human emotions that affect consumer confidence.

Today, animal spirits describe the psychological and emotional factors that drive investors to take action when faced with high levels of volatility in the capital markets. The term comes from the Latin spiritus animalis, which means “the breath that awakens the human mind.” In some ways, Keynes’ insights into human behavior predicted the rise of behavioral economics.

Understanding Animal Spirits

The technical concept of spiritus animalis can be traced as far back as 300 B.C., in the fields of human anatomy and medical physiology. There, animal spirits applied to the fluid or spirit present in sensory activities and nerve endings in the brain that resulting in mass psychological phenomena like manias or hysterias.

Animal spirits also appeared in literary culture, where they referred to states of physical courage, gaiety, and exuberance. The literary meaning implies that animal spirits can be high or low depending on an individual’s degree of health and energy.

Animal Spirits in Finance and Economics

Today in finance, the term animal spirits arise in market psychology and behavioral economics. Animal spirits represent the emotions of confidence, hope, fear, and pessimism that can affect financial decision-making, which in turn can fuel or hamper economic growth. If spirits are low, then confidence levels will be low, which will drive down a promising market—even if the market or economy fundamentals are strong. Likewise, if spirits are high, confidence among participants in the economy will be high, and market prices will soar.

The Role of Emotion in Business Decisions

According to the theory behind animal spirits, the decisions of business leaders are based on intuition and the behavior of their competitors rather than on solid analysis. Keynes understood that in times of economic upheaval, irrational thoughts might influence people as they pursue their financial self-interests.

Keynes further posited in The General Theory that trying to estimate the future yield of various industries, companies, or activities using general knowledge and available insight “amounts to little and sometimes to nothing.” He proposed that the only way people can make decisions in an uncertain environment is if animal spirits guide them.

Animal Spirits Enter the 21st Century

In 2009, the term animal spirits returned to popularity when two economists—George A. Akerlof (Nobel laureate and professor of economics at University of California) and Robert J. Shiller (professor of economics at Yale University)—published their book, Animal Spirits: How Human Psychology Drives the Economy, and Why it Matters for Global Capitalism.

Here, the authors argue that although animal spirits are important, it is equally important that the government actively intervene to control them—via economic policymaking—when necessary. Otherwise, the authors postulate, the spirits might follow their own devices—that is, capitalism could get out of hand, and result in the kind of overindulgence that we saw in the 2008 financial crisis.

Examples of Animal Spirits

The Dotcom Bubble

Animal spirits often manifest as market psychology defined by either fear or greed. For the latter, the term “irrational exuberance” has been used to describe investor enthusiasm that drives asset prices far higher than those assets’ fundamentals justify. Simply tacking on “dotcom” to the name of a company increased its market value to extraordinary levels, with startups showing zero earnings commanding ever-higher share prices.

The crash that followed saw the Nasdaq index, which had risen five-fold between 1995 and 2000, tumble from a peak of 5,048.62 on March 10, 2000, to 1,139.90 on Oct 4, 2002, a 76.81% fall. By the end of 2001, most dot-com stocks had gone bust.

The Great Recession

Another example was the lead-up to the 2008-09 financial crisis and the Great Recession, when the markets were rife with financial innovations. Creative use of both new and existing financial products—like collateralized debt obligations (CDOs)—abounded, particularly in the housing market. Initially, this trend was thought to be positive, that is until the new financial instruments were found to be deceptive and fraudulent. At this point, investor confidence plummeted, a sell-off ensued, and the markets plunged. A clear case of animal spirits run amok.

Critiques of Animal Spirits

“Animal spirits” refers to the tendency for investment prices to rise and fall based on human emotion rather than intrinsic value. This theory, however, has been critiqued by some economists who argue that markets are nonetheless efficient and that individual irrationality washes out in the aggregate. The animal spirits thesis, like behavioral economics, essentially throws a monkey wrench into the assumptions of efficiency and rationality.

Other critics argue that bubbles are not the result of mass psychology, but are due to the over-involvement of central banks and too much regulation, which stymie economic growth and throw markets out of equilibrium. These arguments often stem from Austrian economic theory or libertarianism that asserts that large increases in the money supply (“printed” by governments) are the cause of bubbles and their ultimate demise by encouraging malinvestment.

What is Accretive?

In both finance and in general lexicon, the term “accretive” is the adjective form of the word “accretion”, which refers to gradual or incremental growth. For example, an acquisition deal may be deemed accretive for the absorbing company, if that deal contributes to an increase in earnings per share.

By definition, in corporate finance, accretive acquisitions of assets or businesses must ultimately add more value to a company, than the expenditures associated with the acquisition. This can be due to the fact that the newly-acquired assets in question are purchased at a discount to their perceived current market value, or if the assets are expected to grow, as a direct result of the transaction.

Key Takeaways
–The term “accretive” is an adjective that refers to business deals that result in gradual or incremental growth in value for a company.
–In corporate finance, accretive acquisitions of assets must add more value to a company, than the costs of acquiring the target entity,
–Accretive deals can occur if acquired assets are purchased at a discount to their perceived current market value.
–In general finance, accretive investments refer to any security that is purchased at a discount. 

Breaking Down Accretive

In general finance, accretion refers to the change in the price of a bond or security. In fixed-income investments, the word accretive may be used to describe the increase in value attributable to interest accrued but not paid. For example, discounted bonds earn interest through accretion, until they reach maturity. In such cases, acquired bonds are acquired at a discount when compared to the current face value of the bond, also known as the par. As the bond matures, the value increases, based on the interest rate that was in effect at the time of issuance.

Determining the Rate of Accretion

The rate of accretion is determined by dividing the discount by the number of years in the term. In the case of zero coupon bonds, the interest acquired is not compounded. While the value of the bond increases based on the agreed-upon interest rate, it must be held for the agreed-upon term, before it can be cashed out.

Examples of Accretion

If a person purchases a bond with a value of $1,000, for the discounted price of $750, with the understanding that it will be held for 10 years, the deal is considered accretive, because the bond pays out the initial investment, plus interest. Depending on the type of bond purchased, interest may be paid out at regular intervals (annually, semi-annually, etc.), or it may be paid in lump sum, upon maturity.

With zero coupon bonds, there is no interest accrual. Instead, it is purchased at a discount, such as the initial $750 investment for a bond with a face value of $1,000. The bond pays the original face value, also known as the accreted value, of $1,000, in a lump sum upon maturity.

In corporate finance acquisition deals are often accretive. First, let’s assume that the earnings per share of Corporation X is listed as $100, and earnings per share of Corporation Y is listed as $50. When Corporation X acquires Corporation Y, Corporations X’s earnings per share increase to $150–rendering this a 50% accretive deal.

[Important: The antonym to “accretive” is “dilutive”, which describes any deal which causes a corporation’s earnings per share value to drop.]

What Is an Appropriation?

Appropriation is when money is set aside for a specific purpose. A company or a government appropriates funds in order to delegate cash for the necessities of its operations. Appropriations for the U.S. federal government are decided by Congress through various committees. A company might appropriate money for short-term or long-term needs that include employee salaries, research and development, and dividends.

What Does an Appropriation Tell You?

Appropriations tell us how money or capital is being allocated whether it’s through the federal government’s budget or a company’s use of cash and capital. Appropriations by governments are made for federal funds each year for various programs. Appropriations for companies may also be known as capital allocation.

Appropriation could also refer to setting apart land or buildings for public use such as for public buildings or parks. Appropriation can also refer to when the government claims private property through eminent domain.

Federal Appropriations

In the United States, appropriations bills for the federal government’s spending are passed by U.S. Congress. The government’s fiscal year runs from October 1 through September 30 of each calendar year.

Each fiscal year, the U.S. President submits a budget proposal to Congress. Budget committees in the U.S. House and Senate, then determine how the discretionary portion of the budget will be spent through a budget resolution process. The process yields an allocation of an amount of money that is assigned to the various appropriations committees. The House and Senate appropriations committees divide the money up between the various subcommittees that represent the departments that’ll receive the money. Some of the departments include the following:

• Department of Agriculture
• Department of Defense
• Department of Energy
• Department of Commerce
• Department of Labor
• Department of Transportation

Federal programs such as Social Security and Medicare fall under the mandatory expenditures category and receive funding through an automatic formula rather than through the appropriations process.

Congress also passes supplemental appropriations bills for instances when special funding is needed for natural disasters and other emergencies. For example, in December 2014, Congress approved the Consolidated and Further Continuing Appropriations Act, 2015. The act approved $5.2 billion to fight the Ebola virus in West Africa and for domestic emergency responses to the disease. The act also allocated funding for controlling the virus and developing treatments for the disease.

Appropriations in Business

Corporate appropriations refer to how a company allocates its funds and can include share buybacks, dividends, paying down debt, and purchases of fixed assets. Fixed assets are property, plant, and equipment. In short, how a company allocates capital spending is important to investors and the long-term growth prospects of the company.

How a company appropriates money or invests its cash is monitored closely by market participants. Investors watch to determine whether a company is using its cash effectively to build shareholder value or whether the company is engaged in frivolous use of its cash, which can lead to the destruction of shareholder value.

Monitoring Corporate Appropriations

Investors monitor corporate appropriations of cash by analyzing a company’s cash flow statement. The cash flow statement (CFS) measures how well a company manages its cash position, meaning how well the company generates cash to pay its debt obligations and fund its operating expenses. The cash flow of a company is divided into three activities or behavior:

1. Operating activities on the cash flow statement include any sources and uses of cash from business activities such as cash generated from a company’s products or services.
2. Investing activities include any sources and uses of cash from a company’s investments such as a purchase or sale of an asset.
3. Cash from financing activities includes the sources of cash from investors or banks, as well as the uses of cash paid to shareholders. The payment of dividends, the payments for stock repurchases, and the repayment of debt principal (loans) are included in this category.

Example of Company Appropriations

Below is the cash flow statement for Exxon Mobil Corporation (XOM) from Sept 30, 2018, as reported in its 10Q filing. The cash flow statement shows how the executive management of Exxon appropriated the company’s cash and profits:

• Under the investing activities section (highlighted in red), $13.48 billion was allocated to purchase fixed assets or property, plant, and equipment.
• Under the financing activities section (highlighted in green), cash was allocated to pay down short-term debt in the amount of $4.279 billion.
• Also under financing activities, dividends were paid to shareholders (highlighted in blue), which totaled $10.296 billion.

Whether Exxon’s use of cash is effective or not is up to investors and analysts to debate since evaluating the process of appropriating cash is highly subjective. Some investors might want more money allocated to dividends while other investors might want Exxon to allocate money towards investing in the future of the company by purchasing and upgrading equipment.

Appropriations vs. Appropriated Retained Earnings

Appropriated retained earnings are retained earnings (RE) that are specified by the board of directors for a particular use. Retained earnings are the amount of profit left over after a company has paid out dividends. Retained earnings accumulate over time similar to a savings account whereby the funds are used at a later date.

Appropriated retained earnings can be used for many purposes, including acquisitions, debt reduction, stock buybacks, and R&D. There may be more than one appropriated retained earnings accounts simultaneously. Typically, appropriated retained earnings are used only to indicate to outsiders the intention of management to use the funds for some purpose. Appropriation is the use of cash by a company showing how money is allocated and appropriated retained earnings outlines the specific use of that cash by the board of directors.

Limitations of an Appropriation

For investors, the cash flow statement reflects a company’s financial health since typically the more cash that’s available for business operations, the better. However, there are limitations to analyzing how money is spent. An investor won’t know if the purchase of a fixed asset, for example, is a good decision until the company begins to generate revenue from the asset.

As a result, the investor can only infer whether the management is effectively deploying or appropriating its funds properly. Sometimes a negative cash flow results from a company’s growth strategy in the form of expanding its operations.

By studying how a company allocates its spending and uses its cash, an investor can get a clear picture of how much cash a company generates and gain a solid understanding of the financial well being of a company.