Professional Documents
Culture Documents
INTRODUCTION
TO CORPORATE FINANCE
Ross, S. A., Westerfield, R. W. & Jordan B.D. (2013): Ch 1
Arnold, G. (2013): Ch 1
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Key Concepts and Skills
Know the basic types of financial management
decisions and the role of the financial manager
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Lecture Outline
What is Finance?
Financial Managers
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What is Finance?
Finance can be defined as the science and art of
managing money.
At the personal level, finance is concerned with
individuals’ decisions about:
• how much of their earnings they spend
• how much they save
• how they invest their savings
In a business context, finance involves:
• how firms raise money from investors
• how firms invest money in an attempt to earn a
profit
• how firms decide whether to reinvest profits in the
business or distribute them back to investors.
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Main tasks of corporate finance
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The Capital Budgeting Decision
Current
Liabilities
Current
Assets Long-Term
Debt
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The Capital Structure Decision
Current
Liabilities
Current
Assets Long-Term
How can the Debt
firm raise the
Fixed Assets money for the
required
1 Tangible investments?
Shareholders
2 Intangible ’ Equity
7
The Net Working Capital Investment
Decision
Current
Liabilities
Current
Assets N Long-Term
W Debt
C
Fixed Assets
1 Tangible
How much
short-term cash Shareholders
2 Intangible flow does a ’ Equity
company need
to pay its bills
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Legal Forms of Business Organization
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Table 1.1 Strengths and Weaknesses of the Common Legal
Forms of Business Organization
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Corporation as a modern form of firms
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Figure 1.1 Corporate Organization
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Who make the decisions?
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Financial managers
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Financial managers
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Financial managers
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Possible goals of financial management
Survive
Beat the competition
Maximize sales
Maximize net income
Maximize market share
Minimize costs
Maximize the value of (stock) shares
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The Goal of Financial Management
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Value vs. price
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The Goal of Financial Management:
Maximize Shareholder Wealth
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The Goal of Financial Management
Profit maximization may not lead to the highest possible share price for
at least three reasons:
1. Timing is important—the receipt of funds sooner rather than later is
preferred
2. Profits do not necessarily result in cash flows available to stockholders
3. Profit maximization fails to account for risk
21
The Goal of Financial Management:
What About Stakeholders?
Stakeholders are groups such as employees,
customers, suppliers, creditors, owners, and others
who have a direct economic link to the firm.
A firm with a stakeholder focus consciously avoids
actions that would prove detrimental to stakeholders.
The goal is not to maximize stakeholder well-being but
to preserve it.
Such a view is considered to be "socially responsible."
22
Governance and Agency:
Corporate Governance
Corporate governance refers to the rules, processes,
and laws by which companies are operated, controlled,
and regulated.
It defines the rights and responsibilities of the
corporate participants such as the shareholders, board
of directors, officers and managers, and other
stakeholders, as well as the rules and procedures for
making corporate decisions.
The structure of corporate governance was previously
described in Figure 1.1.
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Governance and Agency:
Individual versus Institutional Investors
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Governance and Agency:
Government Regulation
The Sarbanes-Oxley Act of 2002:
established an oversight board to monitor the accounting industry;
tightened audit regulations and controls;
toughened penalties against executives who commit corporate
fraud;
strengthened accounting disclosure requirements and ethical
guidelines for corporate officers;
established corporate board structure and membership
guidelines;
established guidelines with regard to analyzing conflicts of
interest;
mandated instant disclosure of stock sales by corporate
executives;
increased securities regulation authority and budgets for auditors
and investigators.
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Governance and Agency:
The Agency Issue
A principal-agent relationship is an arrangement in
which an agent acts on the behalf of a principal. For
example, shareholders of a company (principals) elect
management (agents) to act on their behalf.
Agency problems arise when managers place personal
goals ahead of the goals of shareholders.
Agency costs arise from agency problems that are
borne by shareholders and represent a loss of
shareholder wealth.
27
The Agency Issue:
Management Compensation Plans
In addition to the roles played by corporate boards,
institutional investors, and government regulations,
corporate governance can be strengthened by ensuring
that managers’ interests are aligned with those of
shareholders.
A common approach is to structure management
compensation to correspond with firm performance.
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The Agency Issue:
Management Compensation Plans
Incentive plans are management compensation plans
that tie management compensation to share price; one
example involves the granting of stock options.
Performance plans tie management compensation to
measures such as EPS or growth in EPS. Performance
shares and/or cash bonuses are used as compensation
under these plans.
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The Agency Issue: The Threat of Takeover
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Financial Institutions & Markets
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Financial Institutions & Markets: Financial
Institutions
Financial institutions are intermediaries that channel
the savings of individuals, businesses, and governments
into loans or investments.
The key suppliers and demanders of funds are
individuals, businesses, and governments.
In general, individuals are net suppliers of funds, while
businesses and governments are net demanders of
funds.
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Commercial Banks, Investment Banks, and
the Shadow Banking System
Commercial banks are institutions that:
– provide savers with a secure place to invest their
funds
– offer loans to individual and business borrowers
Investment banks are institutions that:
– assist companies in raising capital
– advise firms on major transactions such as mergers
or financial restructurings
– engage in trading and market making activities
33
Financial Institutions & Markets: Financial
Markets
Financial markets are forums in which suppliers of
funds and demanders of funds can transact business
directly.
Transactions in short term marketable securities take
place in the money market while transactions in long-
term securities take place in the capital market.
A private placement involves the sale of a new
security directly to an investor or group of investors.
Most firms, however, raise money through a public
offering of securities, which is the sale of either bonds
or stocks to the general public.
34
Financial Institutions & Markets: Financial
Markets (cont.)
The primary market is the financial market in which
securities are initially issued; the only market in which
the issuer is directly involved in the transaction.
Secondary markets are financial markets in which
preowned securities (those that are not new issues) are
traded.
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Figure 1.4
Flow of Funds
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The Firm and the Financial Markets
Firm Financial
Firm issues securities (A) markets
Invests in
assets (B) Short-term
Retained cash debt
flows (F) Long-term
Current assets
Fixed assets Dividends and debt
Cash flow debt payments Equity shares
from firm (E)
Taxes (D)
(C)
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The Capital Market
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Broker Markets and
Dealer Markets
Broker markets are securities exchanges on which the
two sides of a transaction, the buyer and seller, are
brought together to trade securities.
– Trading takes place on centralized trading floors of
national exchanges, such as NYSE Euronext, as well
as regional exchanges.
42
Broker Markets and
Dealer Markets (cont.)
Dealer markets, such as Nasdaq, are markets in which
the buyer and seller are not brought together directly
but instead have their orders executed by securities
dealers that “make markets” in the given security.
– The dealer market has no centralized trading floors.
Instead, it is made up of a large number of market
makers who are linked together via a mass-
telecommunications network.
As compensation for executing orders, market makers
make money on the spread (bid price – ask price).
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International Capital Markets
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The Role of Capital Markets
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