Chapter 1 Principles of Corporate Finance Tenth Edition Goals and Governance of the Firm Slides by Matthew Will McGraw-Hill/Irwin Copyright © 2011 by the McGraw-Hill Companies, Inc. All rights reserved. Key Terms ➢ ➢ ➢ ➢ ➢ ➢ ➢ ➢ ➢ ➢ ➢ ➢ Investment decision: Quyết định đầu tư Financing decision: QĐ tài trợ Agency Problem: vấn đề đại diện Agency Cost: CP đại diện Real assets: Tài sản thực Capital budget: Ngân sách vốn Capital Expenditure (CAPX) Chi tiêu vốn Treasurer: Ngân quỹ Shareholder: Cổ đông Dividend: Cổ tức Compensation: Bồi thường Stakeholder: các bên liên quan 1-2 Chapter Outline 1-3 1 • Corporate Investment and Financing Decisions 2 • The Role of the Financial Manager and the Opportunity Cost of Capital 3 • Goals of the Corporation 4 • Agency Problems and Corporate Governance 1-4 Investment and Financing Decisions ➢ Common Finance Terminology – Real assets – Financial assets / Securities – Capital markets and financial markets – Investment / capital budgeting – Financing 1-5 Investment and Financing Decisions Assets used to produce goods and services Financial claims to the income generated by the firm’s real assets 1-6 Investment and Financing Decisions Purchase of real assets Sale of financial assets 1-7 Investment and Financing Decisions ➢Capital Budgeting Decision – Decision to invest in tangible or intangible assets. ➢…also called the Investment Decision ➢…also called Capital Expenditures or (CAPEX) 1-8 Investment and Financing Decisions 1-9 Investment and Financing Decisions Company (revenue in billions for 2007 or 2008) Boeing ($61 billion) Recent Investment Decision 1-10 Recent Financing Decision Began production of its 787 Dreamliner The cash flow from Boeing’s aircraft, at a forecast cost of more than operations allowed it to repay some $10 billion. of its debt and repurchase $2.8 billion of stock. Royal Dutch Shell ($458 billion) Invests in a $1.5 billion deep-water oil In 2008 returned $13.1 billion of and gas field in the . cash to its stockholders by buying back their shares. GlaxoSmithKline (£24 billion) Spent £3.7 billion in 2008 on research Financed R&D expenditures largely and development of new drugs. with reinvested cash flow generated by sales of pharmaceutical products. Wal-Mart ($379billion) LVMH (€17 billion ) Lenovo ($16 billion) In 2008 announced plans to invest over In 2008 raised $2.5 billion by an a billion dollars in 90 new stores. issue of 5-year and 30-year bonds. Acquired the Spanish winery, Bodega Issued a 6-year bond in 2007, raising Numanthia Termes. 300 million Swiss francs. Expanded its chain of retail stores to Borrowed $400 million for 5 years cover over 2,000 cities. from a group of banks Role of The Financial Manager (2) (1) Financial manager Firm's operations (3) 1-11 (4a) (4b) (1) Cash raised from investors (2) Cash invested in firm (3) Cash generated by operations (4a) Cash reinvested (4b) Cash returned to investors Financial markets Who is The Financial Manager? 1-12 The Investment Trade-off 1-13 The Investment Trade-off ➢Hurdle rate ➢Cost of capital ➢Opportunity cost of capital 1-14 Goals of The Corporation Each stockholder wants three things: 1. To be as rich as possible, that is, to maximize his or her current wealth. 2. To transform that wealth into the most desirable time pattern of consumption either by borrowing to spend now or investing to spend later. 3. To manage the risk characteristics of that consumption plan. 1-15 Goals of The Corporation 1-16 ➢ Profit maximization is not a well-defined financial objective, for at least two reasons: 1. Maximize profits? Which year’s profits? A corporation may be able to increase current profits by cutting back on outlays for maintenance or staff training, but that may add value. Shareholders will not welcome higher short-term profits if long-term profits are damaged. 2. A company may be able to increase future profits by cutting this year’s dividend and investing the freed-up cash in the firm. That is not in the shareholders’ best interest if the company earns less than the opportunity cost of capital. 1-17 Whose Company Is It? ** Survey of 378 managers from 5 countries 3 Japan 97 17 Germany 22 France United States 71 76 24 0 All Stakeholders 78 29 United Kingdom The Shareholders 83 20 40 60 80 % of responses 100 120 1-18 Dividends vs. Jobs ** Survey of 399 managers from 5 countries. Which is more important...jobs or paying dividends? 3 Japan 97 40 Germany 41 France United States 89 89 11 0 Job Security 59 11 United Kingdom Dividends 60 20 40 60 80 % of responses 100 120 Goals of The Corporation ➢ Shareholders desire wealth maximization ➢ Do managers maximize shareholder wealth? ➢ Mangers have many constituencies “stakeholders” ➢ “Agency Problems” represent the conflict of interest between management and owners 1-19 Agency Problem Ownership vs. Management 1-20 Agency Problem ➢Agency costs are incurred when: 1. managers do not attempt to maximize firm value and 2. shareholders incur costs to monitor the managers and constrain their actions. 1-21 The conflict of goals between managers and shareholders 22 1-22 Group Activities: Agency Problems 1 2 3 23 • What is the main reasons of agency cost? • Example of agency cost? • Could we completely solve agency costs by firing the manager? 1-23 1-24 Control of Agency Problems Legal and Regulatory Requirements Takeovers Compensation plans Board of Directors 24 Monitoring Control Agency Costs Shareholder pressure Web Resources Click to access web sites Internet connection required www.corpgov.net www.thecorporatelibrary.com www.riskmetrics.com 1-25 Question 3 1. Generally, a corporation is owned by the: I) Managers; II) Board of Directors; III) Shareholders A. I only B. II and III C. III only D. I, II and III 1-26 Question 1 2. Finance, generally, deals with: I) Money; II) Markets; III) People A. I only B. I and II only C. I and III only D. I, II and III 1-27 Question 2 3. Shareholders of a corporation may be, among others: I) Individuals; II) Pension Funds; III) Insurance Companies A. I only B. I and II only C. II only D. I, II and III 1-28 Question 4 4. Corporations, potentially, have infinite life because: A. it is a legal entity B. of separation of ownership and management C. it has limited liability D. none of the above 1-29 Question 5 5. Limited liability is an important feature of: A. Sole proprietorships B. Partnerships C. Corporations D. All of the above 1-30 Question 6 6. The following are examples of intangible assets except: A. Building B. Trademarks C. Patents D. Technical expertise 1-31 Question 7 7. The following are examples of tangible assets except: A. Machinery B. Factories C. Trademarks D. Offices 1-32 Question 8 8. A firm's investment decision is also called the: A. Financing decision B. Liquidity decision C. Capital budgeting decision D. None of the above 1-33 Question 9 9. The following are examples of financial assets except: A. Common stock B. Bank loan C. Preferred stock D. Buildings 1-34 Question 11 10. The controller usually oversees the following functions of a corporation: I) Preparation of financial statements; II) Internal accounting; III) Cash management and IV) Taxes A. I, II and IV only B. III only C. I and II only D. II and III 1-35 Question 10 1-36 10. The treasurer usually oversees the following functions of a corporation except: I) Preparation of financial statements; II) Investor relationships; III) Cash management; IV) raising new capital A. I only B. I and II only C. II, III and IV only D. III only Question 12 12. The following are important functions of financial markets: I) Source of financing; II) Provide liquidity; III) Reduce risk; IV) Source of information A. I only B. I and II only C. I, II, III, and IV D. IV only 1-37 Question 13 13. Conflicts of interest between shareholders and managers of a firm result in: A. Principal-agent problem B. Increased agency costs C. Both A and B D. Managers owning the firm 1-38 Question 14 14 In the principal-agent framework: A. Shareholders are the principals B. Managers are the principals C. Managers are the agents D. A and D 1-39 Question 15 15. Costs associated with the conflicts of interest between the bondholders and the shareholders of a corporation are called: A. Legal costs B. Bankruptcy costs C. Administrative costs D. Agency costs 1-40 Question 16 16. Agency costs are incurred by a corporation because: A. managers may not attempt to maximize the value of the firm to shareholders B. shareholders incur monitoring cost C. separation of ownership and management D. all of the above 1-41 Question 17 17. The financial goal of a corporation is to: A. Maximize profits B. Maximize sales C. Maximize the value of the firm for the shareholders D. Maximize managers' benefits 1-42 Question 18 18. The purchase of real assets is also referred to as the: A. Capital decision B. CFO decision C. Financing decision D. Investment decision 1-43 Question 19 19. The sale of financial assets is also referred to as the: A. Capital decision B. CFO decision C. Financing decision D. Investment decision 1-44 Question 20 20.The mixture of debt and equity, used to finance a corporation is also known as: A. Capital budgeting B. Capital structure C. Investing D. Treasury 1-45