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                                                               Financing the Business
                               shares (stock dividends) or both. Generally, however, such
                               extras need not be paid to the preferred shareholders. The
                               tradeoff for the preference is the restriction on enjoying the fruits
                               of success. These restrictions have the effect of also restricting
                               the market price appreciation of preferred shares, since they
                               cannot participate in a company’s dynamic growth as much as
                               the common shares.
                                   One feature sometimes added to preferred shares offsets
                               this limitation. Some companies issue convertible preferred
                               stock. These shares act like preferred shares until their owners
                               decide to convert them, under provisions not unlike those built
                               into the convertible debt discussed above. Once the holders
                               convert their shares, the preference ends and they participate
                               like other common stockholders, for better or worse. Typically,
                               as with convertible debt, strong success is the best inducement
                               to getting preferred shareholders to convert their shares. Once
                               the preferred shares are converted, the company no longer has
                               to reserve earnings for preferred dividends and can pay out
                               those dollars as common stock dividends or retain them for
                               expansion, repayment of debt, or any other corporate purpose.


                               Manager’s Checklist for Chapter 11
                               ❏ Borrowing rule no. 1: Lending is a very competitive busi-
                                   ness. Always shop for a loan, even if your favorite banker
                                   has made you an offer you can’t refuse, unless saving
                                   money is not an important objective.
                               ❏ Borrowing rule no. 2: Borrow short-term money only for
                                   short-term needs. Don’t get caught with overdue loans
                                   because the long-term project they were financing has taken
                                   longer than expected to pay off.
                               ❏ Perhaps the most expensive form of short-term borrowing
                                   for businesses is factoring, the sale of accounts receivable to
                                   the lender: rates can go as high as 5% a month and paper-
                                   work requirements are substantial.
                               ❏ Leasing equipment and buying equipment on installments
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