This study investigates the effect of preferred stock on the credit ratings assessed by professional credit analysts. Preferred stock inherently contains both features of debt and equity financing. Hence, the nature of preferred stock has presented a puzzle to the efforts of accounting regulators such as the Financial Accounting Standards Board to consistently classify within the existing framework established by financial reporting standards. I find evidence that the association of preferred stock with credit analysts' assessments of credit risk depends on two factors. First, the association of preferred stock with credit ratings varies by the type of preferred stock. Preferred stock that is redeemable is negatively associated with credit ratings, while nonredeemable preferred stock bears no consistent association with credit ratings. Second, the negative association of redeemable preferred stock with credit ratings is sensitive to the firm's financial condition. For those firms in poor financial health, the negative association dissipates. This is in line with preferred stock's inability to drive an insolvent firm into bankruptcy.

隨著經濟環境的轉變以及法令對公司籌資管道逐漸鬆綁，使得公司有多種融資方式可以選擇，而特別股亦是公司的另一種選擇。本研究以民國74年至90年間在台灣證券交易所之特別股上市公司為樣本，藉由探討影響公司決定發行特別股之因素及影響普通股與特別股價差之因素，來觀察特別股融資方式適合於哪些公司，以及怎樣型態的特別股股價表現會較佳，實證結果可提供公司融資決策與投資人投資決策之參考。 　　研究結果顯示，在發行特別股的決定因素方面，公司的財務狀況、資本結構的確會影響公司是否發行特別股之決定。當公司財務狀況不佳時，為避免財務結構更形惡化，公司會傾向以特別股方式來籌資，且當公司債務比率已經高過產業平均債務水準時，公司較不會再以舉債的方式來籌資，以避免公司債務比率更高。至於租稅利益的考量上，卻無法獲得實證之支持。而於特別股與普通股的進一步分析中，實證結果顯示，當公司財務狀況不佳或是較具成長潛力的公司，越傾向發行特別股。 　　在影響普通股與特別股價差的因素方面，當特別股條款具有轉換權、無償配股權者，由於給予特別股股東額外權利，故該類特別股股價表現較佳。此外，當普通股的市場流動性與波動性相對較高時，該標的公司的特別股較不受投資大眾所關注，也因此使其股價表現較差。但在有同意權的特別股條款及普通股配股比率上，卻與本研究的預期相反，可能是因為同意權與特別股報酬率呈顯著正相關，故當特別股條款同意權愈低時，特別股報酬率也愈低，導致特別股股價表現較差。而當普通股配股率愈高時，可能由於特別股股價也隨著標的普通股股價而上漲，使得普通股配股率愈高，特別股股價反而愈高。 / With the change of economic environment and the loose regulation of law for financing ways, firms have many choices of financing, and preferred stock is an alternative. This study examines, during 1985-2001 for a sample of preferred stocks in Taiwan Stock Exchange, what firm is appropriate for issuing preferred stock and what type of preferred stock has higher value. By studying the factors that determine the issuance of preferred stock and that affect price spread between common stock and preferred stock, the empirical result could be used for decision-making of firms and investors. 　　In the factors of determining the issuance of preferred stock, we find that financial position and capital structure could indeed affect the firm's decision of whether to issue preferred stock or not. When firms are in weaker financial position, they are inclined to finance by issuing preferred stock to avoid worse financial structure. Besides, when firms that have debt ratio higher than the average levels of industry, they are not likely to finance by issuing additional debt to make the debt ratio even higher. On the other hand, empirical evidence does not support the tax benefit hypothesis. By the advanced analysis of preferred stock and common stock, the empirical result shows that firms with weaker financial position or with higher potential growth are more inclined to issue preferred stock. 　　As for the price spread between common stock and preferred stock, preferred stock with convertible right or stock dividend provisions, which give the preferred stockholders additional rights, tend to have higher stock price. In addition, when the market liquidity and the volatility of common stock returns are relatively higher, the preferred stock of the corresponding firms tends to have lower stock price. However, the coefficients of the variables about approval provision and dividend rate on common stock have signs contradictory to the prediction. The reasons may be that the approval provision (APR) and the return of preferred stock (RET_PS) are significantly positively correlated. Therefore, when APR is smaller, RET_PS is also lower, leading to worse preferred stock price. As for the stock dividend rate (ST_D), since the preferred stock price may have risen with the common stock price, higher ST_D may on the contrary leads to higher preferred stock price.

The literatures on venture financing mainly focus on proposing resolutions of entrepreneurial moral hazard. However, those researches ignore the fact that venture capital firms might behave opportunistically as well. Hence, this paper offers an effective mechanism to resolve the double moral hazard raised between venture capital firms and entrepreneurs. Three main conclusions are drawn as follow: It is shown that although convertible preferred stock could prevent venture capital firms from opportunistic behavior, it has poor efficiency in dealing with entrepreneurial moral hazard. On the other hand, staged financing, as opposed to convertible preferred stock, could effectively mitigate entrepreneurial moral hazard, but hardly avert from moral hazard raised from venture capital firms. In its conclusion, this study illustrates that both convertible preferred stock and staged financing act as an effective complementary mechanism for each other. Compared with any single approach, this joint mechanism could relatively resolve a certain extent of double moral hazard.