The Economics of Business Valuation: Towards a Value Functional Approach

Stanford University Press

Stanford, California

© 2012 by the Board of Trustees of the Leland Stanford Junior University. All rights reserved.

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Library of Congress Cataloging-in-Publication Data

Anderson, Patrick L., author.

The economics of business valuation : towards a value functional approach / Patrick L. Anderson.

pages cm

Includes bibliographical references and index.

ISBN 978-0-8047-5830-7 (cloth : alk. paper)

ISBN 978-0-8047-8322-4 (e-book)

1. Business enterprises—Valuation.   I. Title.

HG4028.V3A56 2012

338.5—dc23

2012009548

Typeset by Newgen in 10/13.5 Minion

THE ECONOMICS OF BUSINESS VALUATION

Towards a Value Functional Approach

PATRICK L. ANDERSON

STANFORD ECONOMICS AND FINANCE

An Imprint of Stanford University Press

Stanford, California

To Neal Patrick Anderson

Contents

Preface

PART I: THEORIES OF VALUE

Chapter 1: Modern Value Quandaries

Chapter 2: Theories of Value

Chapter 3: The Failure of the Neoclassical Investment Rule

PART II: THE NATURE OF THE FIRM

Chapter 4: The Nature of the Firm

Chapter 5: The Organization and Scale of Private Business

Chapter 6: Accounting for the Firm

PART III: ECONOMIC THEORIES OF VALUE

Chapter 7: Value in Classical Economics

Chapter 8: Value in Neoclassical Economics

Chapter 9: Modern Recursive Equilibrium and the Basic Pricing Equation

PART IV: FINANCE THEORIES OF VALUE

Chapter 10: Arbitrage-Free Pricing in Complete Markets

Chapter 11: Portfolio Pricing Methods

Chapter 12: Real Options and Expanded Net Present Value

PART V: TRADITIONAL AND VALUE FUNCTIONAL THEORIES OF VALUE

Chapter 13: Traditional Valuation Methods

Chapter 14: Practical Application of the Income Method

Chapter 15: The Value Functional: Theory

PART VI: APPLICATIONS

Chapter 16: The Value Functional: Applications

Chapter 17: Applications: Finance and Valuation

Chapter 18: Applications: Law and Economics

PART VII: APPENDICES

Appendix A: Key Formula and Notation Summary

Appendix B: Guide to the Solutions Manual

Appendix C: Description of Subject Companies

Notes

References

Index

PREFACE

PURPOSE OF THIS BOOK

The Poorly Understood Concept of a Business

Despite the enormous literature on corporate finance, accounting, economics, management, and mathematics, two fundamental principles of business remain poorly understood: the definition of the firm and the determination of its value.

Without grasping the purpose of the firm—or naively assuming that it exists to maximize profits in some ill-defined way—one cannot understand how a business has market value, or how managers operate it in the face of uncertainty. Furthermore—especially given the daunting statistics on the failure rate of newly formed companies—we cannot hope to understand why an entrepreneur would start one!

Filling the Gap: The Definition of the Firm

This book attempts to fill the yawning gap between the extant theories of business and business value and the reality faced by business managers, investors, and entrepreneurs. To do so, it starts from a fundamental question: What is a firm?

Unfortunately, we have little in the way of an answer! As will be demonstrated, various working definitions must be abandoned once they are confronted with facts.

To fill this gap, I propose a new definition of the firm that allows for a rigorous distinction between a business and the many other entities that have businesslike attributes. This same definition also distinguishes a business from a portfolio of securities. A portfolio is an essential concept in mathematical finance but not a plausible substitute for a firm. Only after properly defining the firm does the book move forward to methods of estimating the value of a firm.

Filling the Gap: The Value of a Firm

Many readers will be familiar with the three traditional business valuation methods, commonly known as the market, asset, and income methods. Each of these has an obvious valuation principle underlying it. However tempting (and commonplace) it is to describe these as the only valuation methods, my research found at least nine different well-defined valuation principles that have been articulated in the fields of economics, finance, and accounting, plus an assortment of less well-defined principles that have originated in taxation and management.

A handful of these are fixtures in theoretical work in economics and mathematical finance, and almost completely absent in practical work. Others are ubiquitous in practical work. However, these methods nearly always require significant subjective adjustments, with the adjustments often more important than the theory. In effect, the valuation approaches used in practical work are often a platform from which to make professional judgments. Professional judgment has an important place, but we should have a theory that matches the reality of business, investors, and entrepreneurs.

To these nine extant valuation approaches, I propose a novel principle that grew out of control theory. I argue in the book that this value functional principle avoids many of the shortcomings of its competitors and more correctly matches the actual motivations and information set held by entrepreneurs. However, I also acknowledge its practical limitations.

Colliding with Widely Accepted Notions

The results of the research described in this book collide directly with a small handful of widely accepted notions in the corporate finance, valuation, and management literature. In the book, I argue that this handful is, unfortunately, just plain wrong. I will note three such collisions here:

1. First, I reject the notion that the objective of firms is to maximize profits. This notion, born of neoclassical economics and enshrined in popular culture as well as many fields of study, is contrary to the plain facts of life for almost any entrepreneur.

2. Second, I reject the notion that the value of a business is the estimated net present value of its future earnings. That assertion, and the neoclassical investment rule based on it, has been repeated thousands of times in books and journal articles, especially since its inclusion in the Modigliani-Miller propositions in the 1950s. It has become a pillar of corporate finance.

3. Third, I reject the notion that a portfolio of stocks and bonds issued by a firm is equivalent to the firm itself. That notion may seem odd when written starkly. However, the idea that the value of a firm is the same as the value of a portfolio of its securities—and that this equivalence remains when one buys or sells fractions of the outstanding equity and bonds—underlies much of the work in mathematical finance.

Matching Business Theories to Actual Business Conditions

A valid theory of business and business value should be able to prove itself with a wide range of actual businesses. In this book, I provide some basic empirical data on businesses in the United States and certain other countries—including their number, revenue, size of employment, and forms of organization, as well as the survival rates for the first several years after organization.

A clear finding is that most businesses, in the United States and the European Union (EU), are small. The vast majority are privately held. Furthermore, small and medium-sized businesses—overwhelmingly privately held—appear to be responsible for most, if not all, of the net job creation in the United States and the EU. These are the firms that should be the main focus of a theory of business and business value.

Unfortunately, much of our corporate finance and mathematical finance theory deals with only a narrow subset of firms: publicly traded, very large corporations. These are the exception, not the rule! Therefore, I seek in this book theories of business and business value that apply to both large corporations and companies that do not issue publicly traded stocks and bonds, cannot borrow without constraints, and often rely on entrepreneurs to both finance and manage their operations.

Other Unique Aspects of This Book

This book has certain other unique aspects that bear noting:

1. It grounds thinking in multiple disciplines and introduces new methodologies. This book draws on mathematics, finance, economics, accounting, and some elements of statistics and control theory. With this background, it describes existing methodologies in business valuation. It also introduces some new and unusual concepts, such as value functional equations, state and control vectors, real options, Markov decision problems, and dynamic programming.

2. It recognizes historical development of ideas from around the world. Much of the literature in contemporary finance and economics effectively dismisses the pioneers in favor of authors that have written in the past half century. This leaves the reader with a poverty of understanding.

In this book, I recognize the tremendous progress that originated in the United States in the last few decades, including the development of modern portfolio theory, the Black-Scholes-Merton option formula, and nearly the entire school of neoclassical finance. It also notes the twentieth-century American and European economists who laid the groundwork, including the deservedly famous such as Irving Fisher, Milton Friedman, and Joseph Schumpeter, and the improperly neglected such as Joan Robinson, John Muth, and Friedrich von Hayek.

However, one shouldn’t stop there. I include the century-old contributions of the European and American scholars such as Robert Brown, Norbert Weiner, and Albert Einstein; multiple-century-old works by Adam Smith, David Ricardo, William Blackstone, Bernoulli, Fibonacci, Pacioli, and Renaissance-era Italian traders; and the vital contributions of Islamic scholars such as Al-Khowarizmi and ancient Hindu scholars such as Kautilya. Attentive readers will also learn who first sold the Brooklyn Bridge, who actually invented the Gordon growth formula, what astronomer outlined the net present value algorithm well before corporate finance was recognized as a discipline, after what ancient scholar the term algorithm was named, and who described a form of accounting in India a thousand years before Luca Pacioli codified it in Italy.

Limitations

Given its ambitious agenda, this book will invariably suffer from a few limitations:

• First, using ideas from different fields will require introducing nomenclature and mathematical techniques that are not common in other fields. For example, accountants and business school graduates may find the mathematics of dynamic programming challenging. Economists may be daunted by the discussion of accounting concepts. Finance specialists may be confronted with challenges to models that go beyond the derivations offered in most finance texts.

• Second, any pioneer inevitably treads over ground that is considered sacred by others. This will probably be the case here. I have attempted to properly present each theory before critically addressing any of its shortcomings. Inevitably, there will be some qualifications and corrections that, in a perfect world, would have been anticipated. Furthermore, there are differences in how certain recognized techniques are supposed to be used and how they are actually used. This will produce some ambiguities over whether the theory or the practitioner is faulty.

• Third, the arguments for a new definition of a firm, and the explanation of a new valuation method, will be novel. Such novelty necessarily brings with it a difficulty in explaining that, hopefully, I have largely overcome for most readers. I doubt it has been overcome for all readers. Novelty also increases the possibility of errors; those remain the fault of the author.

MY MOTIVATION

I have an unusual background for an author of a book like this, and that background explains my motivation for spending the better part of a decade working on this book. Like most authors, I trained in the standard academic disciplines of economics and finance. However, I spent more of my career actually lending to and investing in businesses and attending the school of hard knocks as an entrepreneur. Those latter two experiences heavily color the scholarly analysis in this book.

My academic training in economics presented a wonderfully clean view of business investment decisions. It also presented a naive view, as I soon learned. The accounting classes I attended at least provided some practical guidance on business management, though the curriculum didn’t really pretend to describe why and how investors made decisions.

Early in my career, I was trained in the standard corporate finance valuation methodologies in two separate financial institutions. As a bank economist, I endured the entire loan officer training course and participated in policy decisions on borrowing and lending. Later, I sat on the investment committee for an insurance company, reviewing carefully prepared investment proposals involving real estate, construction, retail, energy, housing, and other industries, including stocks, bonds, private placements, and derivatives.

These gave me an extended education in the standard corporate finance methods, as well as their use in practice. It was in that practice that I observed their serious inadequacies. In particular, despite the seemingly rigorous use of discounted cash flow schedules and cost-of-capital models, the actual decisions were rarely made on the basis of the supposed criteria of exceeding a hurdle rate of return. Good investment managers and business executives—and I worked with some very good ones—looked for something else in the investment. If it wasn’t there, we didn’t do the deal—regardless of what the cash flow schedule said. If it was there, we would try to make it fit.

These experiences taught me that the existing theories of economics and corporate finance were inadequate to the task of explaining how businesses had value, and why investors supported some and abandoned others. The investors I admired most had a skill for making good investment decisions—but that skill was much different from the theory they supposedly learned in graduate school.

Later in my career I found that the most spectacular and recurring failures of the standard theories arise from their lack of understanding of entrepreneurs. I learned this the hard way—by becoming an entrepreneur myself. If I had allowed the orthodox theory to control my thinking during the early years of my business, I would have abandoned the entire enterprise several times.

Since then, I have studied other entrepreneurs and their businesses. I questioned them personally on their experiences. I visited their business premises. They are an interesting, compelling bunch—and rarely do they describe their critical business decisions using the jargon of corporate finance or the nomenclature of economics!

We entrepreneurs—I’ll count myself among the research subjects this time—do not fit into the standard models of corporate finance, or neoclassical economics, or modern portfolio theory, or mathematical finance. We know that most fledgling firms disappear within about five years, but we start businesses anyway. We flout the standard probability-weighted net present value rule, usually risking our own money and reputation along the way.

Why do we do that? I think that question deserves a better answer.

SUGGESTED READING PLANS

I suggest the following reading plans oriented to readers of different interests.

General Reader

In general, I recommend reading in the following order:

• First, the entire Part I, including Chapter 1, Modern Value Quandaries, and the following chapters in which differing theories of value are presented and the failure of the neoclassical investment rule is demonstrated. These chapters cover essential material not included in standard finance, economics, and valuation texts.

• Part II, The Nature of the Firm, which rigorously defines a firm and distinguishes it from other organizations. It also provides useful (and often overlooked) data on businesses in the United States and certain other countries. These data are the basis for several arguments presented elsewhere in the book and would be relevant to nearly all readers.

• Any of the chapters on the economics, finance, or traditional methods of valuation. Most readers will be familiar with one or more of these methods. However, these chapters discuss the historical development and the theoretical basis of each method, which is sadly neglected in most practical texts.

• If the reader wishes to understand the value functional method, Chapters 9, 15, and 16.

• Any of the appendixes, such as Appendix A, Key Formula and Notation Summary, that are relevant.

Scholar in Finance, Mathematics, or Economics

I assume that scholars would already have developed basic mathematical skills, have familiarity with the standard microeconomic model, have some accounting knowledge, and may have also become familiar with the standard corporate finance valuation models. For these readers, I recommend the following:

• All the chapters in Parts I and II, for the reasons discussed earlier.

• Selected chapters in Parts III and IV. In addition, finance scholars may wish to concentrate on Part IV, and economists on Part III, although each could learn from looking at the other part.

• As academic curricula tends to understate the importance of the practical methods described in Part V, my advice to scholars is to recognize that traditional methods, with all their inadequacies, should be accorded respect because they are actually used. The degree to which the practical methods recurrently require adjustments is an interesting focus.

• The novel value functional method presented in Part V, which probably requires also reading the earlier chapter on the modern recursive method.

Advanced Valuation Practitioner

A valuation practitioner is likely to have knowledge of the discounted cash flow methodology and prevailing standards in the fields of valuation; may have completed a degree in accounting, business, finance, or economics; and may have additional professional designations. For such individuals who are interested in studying advanced techniques and identifying the weaknesses of traditional techniques, I recommend concentrating on the following material:

• All the chapters in Part I, which describe nine different valuation methods and introduce a tenth. Valuation practitioners should expect orthodoxies to be challenged here, including the idea that there are only three generally accepted methods of valuation. I ask readers who want to argue with my observations in Part I about the inadequacies of traditional methods to allow that argument to be developed fully in Part V.

• The sections in Part III (on economics theories) and Part IV (on finance theories) that are of particular interest. Chapter 12, Real Options and Expanded Net Present Value, should not be overlooked if the practitioner performs work on firms that have significant growth options, intellectual property investments, or natural resources interests.

• Any of the topics covered in Part V on traditional methods. Most practitioners will be familiar with these methods but may or may not be aware of their serious limitations. Practitioners can compare their own experience with mine on the frequent use of adjustments in traditional methods.

• The novel value functional method presented in Chapters 15 and 16. Some practitioners will want to only understand the theory; some will want to try out the method and review examples as well.

• If the practitioner wishes to see how the methods described in the book actually work, he or she should also review the three sample firms in Appendix C, Description of Subject Companies. These are actual firms. Using these firms provides a vivid test of whether valuation methods actually work on real companies.

SOLUTIONS MANUAL AND ADDITIONAL RESOURCES

To accompany this book, I have prepared a Solutions Manual. An electronic copy of this is available for download free of charge to book purchasers. This volume includes a guide to the mathematics used in the book; additional business data; valuation standards; hints to problems; intermediate results; and notes on software used in the examples presented in this book. See Appendix B, Guide to the Solutions Manual, for information on obtaining this Solutions Manual and an outline of its contents. The Solutions Manual can be found at http://www.andersoneconomicgroup.com/books.

ACKNOWLEDGMENTS

I must acknowledge the assistance of the following individuals:

• Erin Agemy Grover prepared a number of the examples listed in these chapters, including the three sample firms used to test individual methods. She also helped me edit the entire book. Mike Hollis and Ilhan Geckil also prepared a number of example valuations used throughout the book.

• Marie-Josée Cros and her colleagues at the Institut National de la Recherche Agronomique in Paris provided their MDP toolbox, which I adapted for use in a number of the example value functional problems.

• I received research assistance from Luke Olson, Justin Eli, and Ralph Dribek during their work at Anderson Economic Group. For their help in editing and correcting the manuscript, I wish to thank Abby Totoraitis, Katie Hayes, and Kimberly Kvorka. I also thank Megan Henriksen, who left Anderson Economic Group around the time the project started and later returned to help me get it completed.

• I also wish to acknowledge the suggestions offered on earlier manuscripts by Patrick Fitzgerald in Texas; Ilhan Geckil in Illinois, Darci Keyes, Bill King, and Ted Bolema in Michigan; and Mike Hanrahan in Alaska. In addition, I want to thank readers Fernando Torres in the United States and Nabil Mikati in Scandinavia.

• I also want to thank a handful of helpful experts who came from other parts of the world, including Paolo Giusto, the Italian engineer-turned-technologist who gave me excellent advice, most of it in California; and the Indian-born statistician Jagdish Rustagi, who patiently pointed me in the direction of several ancient scholars as well as retold several personal anecdotes about his friendships with eminent scholars of the current era.

Finally, I want to thank my wife and children, who patiently allowed me to spend time on this project during many, many weeks across seven years and many family trips.

I

THEORIES OF VALUE

1

MODERN VALUE QUANDARIES

THE FIRM IN ECONOMICS AND FINANCE

For at least two millennia, private businesses have been undertaken by farmers, traders, and artisans across the globe. Such businesses—including small farms, fishing and herding enterprises, textile and clothing producers, and larger ventures—have been the world’s primary employers and wealth producers for centuries. Furthermore, for at least the past two centuries society has benefited from the formal study of economics, accounting, and the precursors of finance. What we call a business, enterprise, undertaking, or firm figures prominently in all of these fields. Yet with all of this scholarship, we really know very little about the definition and value of the firm. Addressing this poverty is the prime motivation of this book.

For graduates and holders of professional credentials in the fields of accounting, finance, economics, and business, this bold assertion of our lack of knowledge may seem overwrought. However, in this chapter, we pose several quandaries that illustrate this poverty. If we really had a complete, coherent, and valid theory of the firm and its value, these quandaries would not exist. The fact that they do exist, and that similar serious self-contradictions exist in related fields of study, motivates this book.

TWO MILLENNIA OF BUSINESS: A BRIEF RECAP

Business from 500 BC to AD 1500

Two millennia ago, accounts of business activity and rules for business behavior appeared in ancient texts such as the books of the Old Testament of the Bible (including the books of the Torah), the books of the New Testament, the Vedas of Hindu literature, and ancient legal codes such as those of the Roman Empire and the Babylonian empire of Hammurabi.¹

During these twenty centuries, agriculture, hunting, fishing, and herding of game animals were the primary occupations. These farmers, hunters, fishermen, and herders were all engaged in business, and the prospect of hunger and famine made their business very important indeed.

For roughly the last thousand years, the emerging civilizations of the world benefited from mathematics, customs of trade, and other knowledge recorded in Greek and Roman literature, as well as lesser-known literature from other lands. Critical scientific advances that occurred in Egypt, China, India, and the Near East—including the creation of the number system we use today, as well as basic algebra—were transmitted to the West, sometimes with the actual origins forgotten. Much of this knowledge was directly used in business and trade, including weights and measures, arithmetic and numbering, geometry, timekeeping, navigation, water distribution, and cultivation.

Of course, such knowledge was not nicely recorded and widely distributed. Human and civil rights, such as the right to property and the fruits of one’s own labor, were denied to many. Life expectancy, literacy, and the need for subsistence were such that relatively few people received a formal education as we now understand it. However, businesses were organized, grew, and failed; trade flourished, was interrupted, and then resumed; people received wages for their work and paid for their purchases; wars and pestilence came and went; and somehow civilization survived—and with it, the institution of business survived and grew.

Business Since AD 1500

In the last five hundred years, business practices were further developed, as were a number of related fields of study, particularly the following:

1500s

• Traders and other businesspeople developed a formal system of accounting to record transactions within a firm. Such practices allowed commerce to grow and are still the bases for trade, contracts, and business investment.

1700s & 1800s

• Economists began writing about the economies of modern societies. Classical economists such as Adam Smith and David Ricardo proposed an explicit labor theory of value.

1900s

• Neoclassical economics emerged as a dominant influence in the whole of social science. It introduced the concepts of marginal cost, consumer utility, and profit maximization, which are now used in economics, law, government, sociology, and commerce. The pervasive idea that prices are set when supply meets demand in an open market took hold.

1940s

• A school of modern finance emerged as a separate discipline. Building on both neoclassical microeconomics and mathematics, modern finance developed notions of arbitrage, martingale pricing, portfolio choice, and mean-variance analysis.

1950s

• Formal credentials were developed for professionals engaged in selling securities of firms, providing advice for individuals investing in firms, accounting or auditing the accounts of firms, and appraising business property. The Modigliani-Miller proposition emerged as a pillar of modern finance. The basis for modern portfolio theory was established.

1970s–2010

• A specialized professional literature in the valuation of business developed. Alongside it grew a smaller literature for forensic economists, who estimate the change in value of firms for the purpose of estimating damages to businesses caused by breaches of contract and natural disasters. A formula for the valuation of certain financial options became widely available. Financial engineering and discounted cash flow analysis became ubiquitous.

We must acknowledge this tremendous progress in the fields of economics, finance, and accounting, and the ongoing efforts of scholars and professional societies dealing with businesses and business value. Indeed, we will devote several chapters to doing exactly that!

THE QUANDARIES

With all this knowledge, we should have a very well-developed theory of the firm and a very well-developed theory of the value of a firm. These theories should be amply tested by reality, comprehensive, and internally consistent.

Unfortunately, few theories provide a sound basis for determining the market value of a privately held firm. Moreover, we still have large gaps in our knowledge about the rationale of firms in the modern economy, and no workable universal definition of the firm. Notions of the firm used in microeconomics, accounting, corporate finance, and option pricing all differ. Finally, professionals who seek practical guidance on the definition and value of a firm routinely find it—at least in the United States—from an unlikely source for intellectual enlightenment: the federal taxation authorities.

This unsatisfactory state of affairs can be illustrated by the seven quandaries posed next. Each illustrates a significant gap in the orthodox theories of business drawn from economics, finance, and accounting.

Quandary 1: Mainstream Economics Ignores the Firm

The Neglect of the Firm in Economics

This quandary dates back to the creation of the mathematical models that form the basis of general equilibrium economics. Consider this statement by Léon Walras, the pioneer of welfare economics, writing in the nineteenth century:

Once the equilibrium has been established in principle, exchange can take place immediately. Production, however, requires a certain lapse of time. We shall resolve the second difficulty purely and simply by ignoring the time element at this point. (Walras, 1874, p. 242)

Walras developed the early model of exchange equilibrium, meaning that the buyers and sellers in a market reach agreements at market-clearing prices. However, in order to do this he had to ignore the fact that production took some time. It is the firm (or set of firms) that directly internalizes the time, cost, and uncertainty of production. Walras dealt with important issues in economics, and his thought is the basis for much of what we call microeconomics today. But he explicitly ignored the inner workings of the firm. In essence, the firm vanishes from the theoretical model of production, exchange, and consumption.

Next we quote an influential modern-era microeconomist:

The firm fits into general equilibrium theory as a balloon fits into an envelope: flattened out! Try with a blown-up balloon: the envelope may tear, or fly away: at best, it will be hard to seal and impossible to mail. . . . Instead, burst the balloon flat, and everything becomes easy. Similarly with the firm and general equilibrium—though the analogy requires a word of explanation.

Jacques H. Drèze, Uncertainty and the Firm in General Equilibrium Theory, Economic Journal, 1985, p. 1.²

These observations about the state of economic science are telling.³ In more than a hundred years, economics had moved quite far—but still typically viewed the firm as a flattened balloon abstraction. A few decades later, the standard presentation of the firm in both microeconomics and macroeconomics remains quite primitive.

In the standard microeconomics model, firms are typically assumed to sell homogenous goods using a simple production function. Workers adjust their consumption according to their wages and interest rates. To the extent that firms’ production plans are even considered, they are often presented as solutions to single-period profit maximization problems, or as the intersections of average cost curves, assuming static production technology and market structure. Entrepreneurial interests, uncertainty, institutional factors, and numerous financial, managerial, and practical considerations in the organization and operation of the firm are largely assumed away.⁴

To be sure, even this primitive specification of the firm leaves plenty of room for issues such as monetary policy, fiscal policy, trade policy, labor policy, regulation of markets with oligopoly structures, causes of business cycles, and so on. However, it also leaves a rather large void.

The Fulsome Importance of the Firm in the Real Economy

Consider the dimensions in which the firm has an essential, if not dominant, role in society:

• Most firms in the United States are small and privately held. Furthermore, these firms appear to employ most of the private-sector workers in the country.

• Equity interests in firms appear to be a very large portion of household wealth.⁵

• One cannot endure an election cycle—at least in the United States—without some businesses, or entire industries being pilloried in campaign rhetoric.⁶

• Much of popular media, entertainment, and sporting events are financed by advertising by firms.⁷

• Successful entrepreneurs have often used their riches to create or endow important charitable, cultural, and educational institutions.⁸

• Finally, a significant portion of the tax revenue of most state and national governments consists of taxes imposed on, or collected by, firms.⁹

The firm is relegated to such inferior status in economics, but not because it is an inferior part of the economy.

Quandary 2: Mainstream Economics Ignores the Entrepreneur

The Much-Loved, but Ignored, Entrepreneur

To understand business value, we must recognize the motivations of those who create businesses and run them. However, neoclassical economics—the dominant school within economics for the past century—largely ignores such people. We discussed earlier how neoclassical economics ignores the inner workings of firms; the entrepreneur can be seen as the inner-inner working of all firms. The relegation of entrepreneurs to an abstraction within neoclassical economics means that these inner workings—so critical to the understanding of business creation, destruction, and value—are also abstracted away. Outside microeconomics, the entrepreneur enjoys a much better public reputation.

Although the notion of the greedy business executive is a staple of movies and television shows, the entrepreneur is usually shown in a more favorable light. A good part of popular culture appears to accept the notion that entrepreneurs typically focus on much more than money during their (often long and sometimes unsuccessful) efforts.

Perhaps the most influential modern philosopher of entrepreneurship is George Gilder, whose 1981 book Wealth and Poverty became a best-seller and something of a touchstone of the presidency of Ronald Reagan.¹⁰ Gilder writes of the entrepreneur’s desire to create, to give, even to love.¹¹

This idea of the entrepreneur actually goes back centuries. The Irish economist Richard Cantillon described the entrepreneur as a risk-bearer in the eighteenth century, before Adam Smith wrote his Wealth of Nations.¹² Among classic economists, John Stuart Mill and others recognized the vital role of the entrepreneur.

The great twentieth-century economist Joseph Schumpeter coined a phrase that should resonate with anyone who ever worked to build a business, or rebuild it, or expand it. The term is creative destruction:

The opening up of new markets, foreign or domestic, and the organizational development from the craft shop and factory to such concerns as U.S. Steel illustrate the same process of industrial mutation—if I may use that biological term—that incessantly revolutionizes the economic structure from within, incessantly destroying the old one, incessantly creating a new one. This process of Creative Destruction is the essential fact about capitalism.

Every piece of business strategy acquires its true significance only against the background of that process and within the situation created by it. It must be seen in its role in the perennial gale of creative destruction; it cannot be understood irrespective of it or, in fact, on the hypothesis that there is a perennial lull. (Schumpeter, 1975, pp. 83–84; emphasis in original)¹³

Modern Brush-Asides

However prescient Gilder, Cantillon, and Schumpeter’s ideas about entrepreneurship may have been, they were not adopted by the mainstream of the economics profession. The importance of entrepreneurship in the dominant economics paradigm diminished greatly in the twentieth century and is still largely missing from general equilibrium economic theory. Some reasons for this disappearance are as follows:

• The neoclassical model relies on equilibrium in a nearly perfect market.¹⁴ This leaves little room for the risk-taking and judgment (not to mention animal spirits) that are the lifeblood of the true entrepreneur.¹⁵

• The reliance on (some would say infatuation with) mathematical models in modern economics requires much abstraction. Such abstraction cuts against the inclusion of complicated—and mathematically messy—factors such as transaction costs, barriers to entry, uncertainty, and limited ability to finance, all of which are ubiquitous concerns of the entrepreneur.

• A cultural bias exists against boot strappers among the well-credentialed academics who write most economics and finance textbooks. This is probably due to a predictable sympathy toward the traditions, mores, and work habits common where one lives and works, and the large differences between the typical life experiences of professors and entrepreneurs.¹⁶

• There are readily available data on very large, publicly traded firms—providing a convenient basis for academic research and publication opportunities—but relatively little data on privately held firms.¹⁷

Quandary 3: Entrepreneurs Do Not Maximize Profits

The Profit Maximization Principle

The behavior of entrepreneurs—what they seek, how they think, what they do—should be a core concept in microeconomics. After all, it is entrepreneurs who start businesses. Without them, there are no businesses. What do entrepreneurs try to do?

This question has an easy answer within the world of economics and finance: they maximize profits. Indeed, the idea of businesspeople as mindless profit-maximizers is invoked by politicians, the news media, and popular books and movies.¹⁸ In addition to its elevated position in popular culture, this notion is deeply embedded in the dominant tradition of economics, the neoclassical school.¹⁹ Indeed, we will find that both the traditional neoclassical model and a modern revision of that model assume that the objective of the firm is to maximize profits.

Entrepreneurs Versus the Economics Books

Of course, the real world is messier than any model. However, I argue the neoclassical model of entrepreneurial behavior is not just incomplete; it is wrong.

In particular, entrepreneurs do not maximize profits. They like profits; they work to increase profits at some point; but they do not, as a rule, try to maximize them in any one period.

How can this heresy be stated so confidently? It is not heresy to an entrepreneur; it is commonplace. An entrepreneur who attempts to profit-maximize in any one period (say, the first year of business, or the second) will probably find that the optimal profitmaximizing production is zero. In other words, shutting down the fledgling firm is what the economics book says he or she ought to do.

Fortunately for all of us, entrepreneurs often refuse to follow the book.

In Chapter 15, The Value Functional: Theory, we will outline a different objective function of the firm: to maximize value. This is not the same as maximizing profits in any one period, or every period, or even maximizing the net present value of future expected profits. Instead, it matches what we know about how entrepreneurs actually think and what we can observe about how they act.

Quandary 4: Net Present Value Is Not Value

Much of finance is based on the principle that the value of a firm, and the value of investments in a firm, is defined by the net present value (NPV) of the firm’s expected future earnings. The NPV equals value principle is embedded deeply in finance. Later in this book, we will date its adoption to the publication and widespread acceptance of the Modigliani-Miller (M-M) propositions approximately a half century ago.²⁰ However, as a general rule, the net present value of expected future cash flows is not the market value of an investment and is rarely the market value of a business.

In Chapter 3, The Failure of the Neoclassical Investment Rule, we describe several reasons why this is so, including the lack of information from which to estimate net present value (or expected net present value); the ignorance of options, such as the option to wait; and the lack of attention to policy and strategy. Although an entire generation of finance scholars has toyed with the assumptions and implications of the M-M theorem, few have questioned its premise. It is time to do so.

Quandary 5: Managers Do Not Follow the Neoclassical Investment Rule

An important corollary to the NPV equals value principle is the neoclassical investment rule: a firm should invest in a project when the expected discounted earnings from the investment, less the cost of making the investment, are positive. This is, again, a pillar of modern finance. It is stated and restated in textbooks, magazine articles, journal articles; it is embedded in spreadsheets and models.

However, because NPV is not value, the pillar is unstable. In many cases, the neoclassical investment rule leads to the wrong decision for the firm, even when the firm’s managers have excellent information. By wrong, I do not mean merely suboptimal; I mean following the rule causes decisions that lose money in amounts that exceed the cost of using a better decision rule. This is, after all, the acid test of a rule.²¹

Of course, the ubiquitous discounted cash flow tables that are taught in standard finance classes are also used in the real business world. Does this mean real managers follow the rule when they invest in real life?

In fact, the answer is only sometimes. Real managers frequently use their judgment to select or reject investments regardless of whether the calculated net present value meets the supposed criteria. Their judgment—not any net present value calculation—is typically the actual determinant.

We will survey extensive empirical evidence on this point in Chapter 3, The Failure of the Neoclassical Investment Rule. However, we also have the testimony of an unassailable authority on this very question: Stewart Myers. Among other accomplishments, Myers is the co-author (with Richard Brealey) of a widely sold text on corporate finance, which has now been used in various editions by an entire generation of business school students.²² His decades of experience with actual investment led him and his co-author to coin a law of investor behavior:

According to Brealey and Myers’s Second Law, The proportion of proposed projects having positive NPV is independent of top management’s estimate of the opportunity cost of capital.²³

Real decisions are usually informed by DCF, but not made by DCF. This means that those who really matter have decided, though perhaps not admitted, that it is not a very good decision rule.

Quandary 6: There Is No Single Coherent Theory of Business Value

The contemporary reader can choose among shelves full of books on valuation methods, odes to the virtues of shareholder value, and strategies to enhance value, however defined. He or she can spend a short career studying mathematical finance models, or learning accounting and finance formulas, or buying and selling investment securities.

That same reader would find no single, valid, coherent theory of business valuation. Yes, we have the intricate mathematics of risk-neutral valuation; we have accounting pronouncements and standards; we have neat formulations for the growth of cash flow and other value drivers; and we have the venerable neoclassical investment rule. None of these offers a coherent theory of business value.

The most prominent candidate for a coherent theory of business value is Franco Modigliani and Merton Miller’s assumption that the value of a business equals the expected net present value of its profits. This is a cornerstone of capital budgeting theory. Unfortunately, it is incorrect—and, as noted previously, savvy managers often do not follow it anyway.

Quandary 7: Distant and Separate Literatures Cover Business Value Theory

Finance and Economics Literatures Post-1965

There is another consequence—and partially a cause—of this lack of a coherent business value theory. It is the existence of at least two literatures on valuation, almost completely distinct, and often distant from each other:²⁴

1. Finance, accounting, and business management literature. The concepts of market value and accounting (book) value play a prominent role here, as do management decisions to enhance market value. These books and articles are often heavy on cash flow statements, finance formulas, and business school jargon. The concept of income alone, for example, is subjected to multiple gradations derived from accounting conventions (gross profit, net profit, operating profit, net operating profit less adjusted taxes [NOPLAT], earnings before interest and taxes [EBIT], earnings before interest, taxes, depreciation, and amortization [EBITDA], cash flow to the firm, cash flow to equity, etc.). The value premise is nearly always the net present value rule, with some recent exceptions involving options. Very little attention is paid to underlying economic causes of growth, and any mathematics underlying the valuation premise is often summarized, omitted, or left to appendices.²⁵

The capital asset pricing model (CAPM) usually makes an appearance, along with other portfolio-based asset pricing models. However, these are used to describe how investors generally choose assets in a stock market and to estimate discount rates.²⁶

2. The economics and mathematical finance literature. Entire books within this genre are published without the inclusion of a single accounting statement.²⁷ Concepts such as income and cash flow are commonly stated tersely and encapsulated into only one or two variables.

Extensive mathematics (including, in recent decades, set and measure theory, stochastic calculus, and differential calculus) are employed to derive theoretical models. The valuation premise is commonly a pricing-by-arbitrage algorithm or a mathematically sophisticated net present value rule. (In the case of risk-neutral valuation in perfect markets, these are two sides of the same coin.) In recent years, this literature has begun to recognize options, although the pricing techniques discussed are typically variations on the Black-Scholes formula and assume complete markets.

Spending some time in both camps, one is struck by the fact that they are almost entirely separate. Of course, there are exceptions, but contemporary authors in one camp rarely cite those in the other camp and often appear to be unaware of the issues that confront the others.²⁸ The one stream of literature—and it is a very narrow one—where there is extensive cross-pollination is the valuation and damages texts written by forensic or business economists, which must live in both worlds.²⁹

Weakness Within the Stronghold

One may be tempted to dismiss the preceding observations as merely the recognition of the frontiers of research and remain confident that the last half century of modern finance has produced a satisfactory state of affairs. Perhaps it has done so in the classroom but not in the marketplace for business equity.

Even within a fairly narrow subset of finance—the proper portfolio selection for investors with significant investable funds—there is a serious weakness in theory and practice. In particular, the mean-variance framework and its progeny (including the CAPM, arbitrage pricing theory [APT], and their many variations) do not suffice even for portfolio investors.³⁰ There is no doubting the contributions of the pioneers of the 1950s and 1960s, but there is also no concealing the work that is not yet done.

I was struck by a remark made quite recently by William Sharpe, one of those pioneers in the 1960s. He described the current situation as not an entirely happy state of affairs.³¹ Although Sharpe was confining his remarks to investment advice largely involving publicly traded securities, his dissatisfaction in this area—the most thoroughly drilled in all finance—indicates an underlying weakness in our knowledge.

A Related Quandary: Intellectuals Seek Advice . . . from the Internal Revenue Service

There is one point on which academics, workers, and ordinary citizens would all agree: politicians who create tax laws are neither oracles of knowledge nor arbiters of fairness.

As a rule, experts in accounting, economics, and finance do not consider taxable income as defined by government taxation authorities a reliable indication of the actual earnings of the firm. Publicly traded companies in the United States and many other countries are required to disclose certain financial metrics to the investing public—but those disclosures are typically done according to generally accepted accounting principles, not tax-reporting rules.

Yet when defining a business and listing the considerations necessary to estimate its value, experts in these fields often rely on standards promulgated by the taxing authorities. In the United States, the Internal Revenue Service (IRS), or the Internal Revenue Code, is often the most respected authority on such elemental topics such as the standard of value (the definition of fair market value in the Internal Revenue Code), the information that must be used to estimate the value of a firm (IRS Revenue Ruling 59-60), types of businesses (Internal Revenue Code definitions of partnership, corporation, and sole proprietorship), and financial data (IRS Statistics of Income data).

When the taxing authorities are also the intellectual authorities, the intellectuals should be asking themselves some pointed questions.

ELEMENTS OF A NEW MODEL OF THE FIRM AND ITS VALUE

Modigliani and Miller, who established the concept of business value that has dominated for fifty years, did not proclaim it anything other than a first approximation.³² This first approximation has lasted for half a century, and it is time to get a second one.

A new valuation approach would ideally incorporate multiple factors that are missing, improperly ignored, or assumed away in the current models. Thus, we would ideally develop a model that would do all of the following:

1. Establish a definition of the firm. Such a definition must distinguish a firm from a worker who pays business taxes (as do many contractors) as well as distinguish a firm from a portfolio of stocks and bonds.

2. Be informed by empirical data on most firms. Empirical data on securities issued by publicly traded corporations form the basis for the most empirical work in finance. However, as demonstrated later in this book, more than 99 percent of the firms in the United States are privately held firms that do not issue such securities.

3. Incorporate risk of the type faced by actual business owners. Most businesses face very high risks in the first several years of their existence—risks that result in approximately half of those firms disappearing. Even firms that survive their early years often face a handful of large risks. Such risks are not properly represented by the normal distribution that is often used as the basis for theoretical work in finance.

4. Assume incomplete markets in equity and debt shares. Incomplete markets are the rule—not the exception—for private firms.³³ Because complete markets are essential for the no arbitrage assumption to be valid, accepting the fact of incomplete markets means accepting the fact that many complete-market pricing methods will not work.

5. Explicitly identify an objective function for the firm or the entrepreneur. Identifying an objective function involves replacing the reflexive profit-maximization assumption and changing the implicit time horizon for entrepreneurs. Since most business owners face limitations in