- S -
S Corporation: A corporation that limits its ownership structure to 100 shareholders and disallows certain types of shareholders [e.g. partnerships cannot hold shares in a S corporation.] An S corporation does not pay taxes, rather, similar to a partnership, its owners pay taxes on their proportion of the corporation's profits at their individual tax rates.
SBIC : Small Business Investment Company. A company licensed by the Small Business Administration to receive government leverage in order to raise capital to use in venture investing.
SBIR: Small Business Innovation Research Program. See Small Business Innovation Development Act of 1982.
Secondary funds : Partnerships that specialize in purchasing the portfolios of investee company investments of an existing venture firm. This type of partnership provides some liquidity for the original investors. These secondary partnerships, expecting a large return, invest in what they consider to be undervalued companies. The big difference is that they are buying their interests in a fund after the fund has been at least partially deployed in underlying portfolio companies. Unlike fund of fund managers, which generally invest in blind pools, secondary buyers can evaluate the underlying companies that they are indirectly investing in.
Secondary Market: The market for the sale of partnership interests in private equity funds. Sometimes limited partners chose to sell their interest in a partnership, typically to raise cash or because they cannot meet their obligation to invest more capital according to the takedown schedule. Certain investment companies specialize in buying these partnership interests at a discount.
Secondary Sale: The sale of private or restricted holdings in a portfolio company to other investors. See secondary market definition.
Securities Act of 1933: The federal law covering new issues of securities. It provides for full disclosure of pertinent information relating to the new issue and also contains antifraud provisions.
Securities Act of 1934: The federal law that established the Securities and Exchange Commission. The act outlaws misrepresentation, manipulation and other abusive practices in the issuance of securities.
Securities and Exchange Commission : The SEC is an independent, nonpartisan, quasi-judicial regulatory agency that is responsible for administering the federal securities laws. These laws protect investors in securities markets and ensure that investors have access to all material information concerning publicly traded securities. Additionally, the SEC regulates firms that trade securities, people who provide investment advice, and investment companies.
Seed Money: The first round of capital for a start-up business. Seed money usually takes the structure of a loan or an investment in preferred stock or convertible bonds, although sometimes it is common stock. Seed money provides startup companies with the capital required for their initial development and growth. Angel investors and early-stage venture capital funds often provide seed money.
Seed Stage Financing: An initial state of a company's growth characterized by a founding management team, business plan development, prototype development, and beta testing.
Series A - first round of institutional investment capital
Series B - second round of institutional investment capital
Series C - third round of institutional investment capital
Senior Securities: Securities that have a preferential claim over common stock on a company's earnings and in the case of liquidation. Generally, preferred stock and bonds are considered senior securities.
Series A Preferred Stock: The first round of stock offered during the seed or early stage round by a portfolio company to the venture investor or fund. This stock is convertible into common stock in certain cases such as an IPO or the sale of the company. Later rounds of preferred stock in a private company are called Series B, Series C and so on.
Shell Corporation: A corporation with no assets and no business. Typically, shell corporations are designed for the purpose of going public and later acquiring existing businesses. Also known as Specified Purpose Acquisition Companies （SPACs）.
Small Business Administration （SBA）: Provides loans to small business investment companies （SBICs） that supply venture capital and financing to small businesses.
Small Business Innovation Development Act of 1982: The Small Business Innovation Research （SBIR） program is a set-aside program （2.5% of an agency's extramural budget） for domestic small business concerns to engage in Research/Research and Development （R/R&D） that has the potential for commercialization. The SBIR program was established under the Small Business Innovation Development Act of 1982 （P.L. 97-219）, reauthorized until September 30, 2000 by the Small Business Research and Development Enhancement Act （P.L. 102-564）, and reauthorized again until September 30, 2008 by the Small Business Reauthorization Act of 2000 （P.L. 106-554）.
Special purpose vehicle : A special company, usually outside the United States, established by a company to meet a specific financial problem, often to pay lower taxes （e.g., a reinvoicing subsidiary or offshore insurance company）.
Spin out: A division or subsidiary of a company that becomes an independent business. Typically, private equity investors will provide the necessary capital to allow the division to "spin out" on its own; the parent company may retain a minority stake.
Staggered Board: This is an antitakeover measure in which the election of the directors is split in separate periods so that only a percentage （e.g. one-third） of the total number of directors come up for election in a given year. It is designed to make taking control of the board of directors more difficult.
Statutory Voting: A method of voting for members of the Board of Directors of a corporation. Under this method, a shareholder receives one vote for each share and may cast those votes for each of the directorships. For example: An individual owning 100 shares of stock of a corporation that is electing six directors could cast 100 votes for each of the six candidates. This method tends to favor the larger shareholders. Compare Cumulative Voting.
Stock Options: 1） The right to purchase or sell a stock at a specified price within a stated period. Options are a popular investment medium, offering an opportunity to hedge positions in other securities, to speculate on stocks with relatively little investment, and to capitalize on changes in the market value of options contracts themselves through a variety of options strategies. 2） A widely used form of employee incentive and compensation. The employee is given an option to purchase its shares at a certain price （at or below the market price at the time the option is granted） for a specified period of years.
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，风险投资常用术语英英解释