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PPT Chapter 01

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Chapter 1

Goals and
Governance of the
Corporation

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Copyright © 2015 by The McGraw-Hill Companies, Inc. All rights reserved
Topics Covered

1.1Investment and Financing Decisions


1.2What is a Corporation?
1.3Who Is the Financial Manager?
1.4Goals of the Corporation
1.5 Agency Problems, Executive Compensation,
and Corporate Governance
1.6The Ethics of Maximizing Value
1.7Careers in Finance
1.8A Preview of Coming Attractions
1.9Snippets of Financial History
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Investment and Financing Decisions

 Capital Budgeting Decision


– Decision to invest in tangible or
intangible assets
 …also called
– the Investment Decision
– the Capital Expenditure (CAPEX) decision

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Investment and Financing Decisions

 “Capital Budgeting”

TANGIBLE ASSETS INTANGIBLE ASSETS


Southwest Airlines GlaxoSmithKline
Purchase new planes R&D expenditures

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Investment and Financing Decisions

 Financing Decision
– Decision on the sources and amounts of
financing

 Capital Structure
– The mix of long-term debt and equity
financing

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Investment and Financing Decisions

ASSETS FIRM

Investment Decision
Debt Equity

Financing Decision

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Investment and Financing Decisions

 Real Assets
– Assets used to produce goods and services

 Financial Assets
– Financial claims to the income generated by the
firm’s real assets

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Investment and Financing Decisions

 Are the following capital budgeting or


financing decisions?
– Intel decides to spend $1 billion to develop a new
microprocessor
– Volkswagen borrows 350 million euros (€350 million) from
Deutsche Bank
– Royal Dutch Shell constructs a pipeline to bring natural gas
onshore from a production platform in Australia
– Avon spends €200 million to launch a new range of
cosmetics in European markets
– Pfizer issues new shares to buy a small biotech company

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What Is a Corporation?
 Corporation
– A business organized as a separate legal
entity owned by stockholders
 Types of Corporations
– Public Companies
– Private Corporations
– Limited Liability Corporations (LLC)

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What Is a Corporation?
 Types of Business Organizations
– Sole Proprietorships
– Partnerships
– Corporations
– Limited Liability Options
• Limited Liability Partnerships
• Limited Liability Corporations
• Professional Corporations
 Limited Liability
– The owners of a corporation are not personally
liable for its obligations
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What Is a Corporation?

Sole Partnership Corporation


Proprietorship
Who owns the business? The manager Partners Stockholders
Are managers and owners No No Usually
separate?
What is the owner’s liability? Unlimited Unlimited Limited
Are the owner and business No No Yes
taxed separately?

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What Is a Corporation?

Sole Proprietorships
Unlimited Liability
Personal tax on profits
Partnerships

Limited Liability
Corporations Corporate tax on profits +
personal tax on dividends

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Who Is the Financial Manager?

Chief Financial Officer

Treasurer Controller
Cash
Cash Management
Management Preparation
Preparation of
of Financial
Financial Statement
Statement
Raising
Raising capital
capital Accounting
Banking relationship
Taxes
Taxes

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Who Is the Financial Manager?
 Chief Financial Officer (CFO)
– Supervises all financial functions and sets
overall financial strategy
 Treasurer
– Responsible for financing, cash
management, and relationships with
banks and other financial institutions
 Controller
– Responsible for budgeting, accounting,
and taxes
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Who Is the Financial Manager?

(2) (1)

(4a)
Firm’s Financial
Operations Investors
Manager
(3) (4b)

Real assets Financial assets

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Goals of the Corporation

 Shareholders desire wealth maximization


 Profit maximization
– Maximize profits? Which year’s profits?
– Earning manipulation
 Opportunity cost of capital
– The minimum acceptable rate of return on
capital investment is set by the investment
opportunities available to shareholders in
financial markets
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Goals of the Corporation

The Investment Trade-Off

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Agency Problem

 Do managers maximize shareholder wealth or


manager wealth?
 Mangers have many constituencies
“stakeholders”
 Stakeholder
– Anyone with a financial interest in the
corporation

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Agency Problem

 Agency problem
– Managers are agents for stockholders and
are tempted to act in their own interests
rather than maximizing value
 Agency cost
– Value lost from agency problems or from
the cost of mitigating agency problems

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Agency Problem

Ownership vs. Management

Difference in Information Different Objectives


 Stock prices vs. returns  Managers vs. stockholders
 Dilution of ownership  Top managers vs. lower
 Dividend policy managers
 Financing decisions  Stockholders vs. banks and
lenders

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Agency Problem

 Corporate governance
– The laws, regulations, institutions, and
corporate practices that protect
shareholders and other investors

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Agency Problem
Elements of good corporate governance
1. Legal requirements
2. Board of directors
3. Activist shareholders
4. Takeovers
5. Information for shareholders

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Ethics of Maximizing Value
 “It is not from the benevolence of the butcher, the brewer,
or the baker, that we expect our dinner, but from their
regard to their own interest. We address ourselves, not to
their humanity but to their self-love, and never talk to
them of our own necessities but of their advantages.” –
Adam Smith, 1776
 Does value maximization justify unethical behavior?
– Charles Ponzi
– Bernard Madoff
– Tyco
 Is it ethical?
– Short selling
– Corporate raiders
– Tax avoidance 1- 23
Preview of Coming Attractions

 How do I calculate the value of a stream of future


cash flows?
 How do I measure risk?
 Where does financing come from?
 How do I ensure that the firm’s financial decisions
add up to a sensible whole?
 What about some of those other responsibilities
of the financial manager that you mentioned
earlier?

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