Introduction to Corporate Finance Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. Know the basic types of financial management decisions and the role of the financial manager Know the financial implications of the various forms of business organization Know the goal of the financial manager Understand the conflicts of interest that can arise between owners and managers Understand the various regulations that firms face Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-1 1.1 What is Corporate Finance? 1.2 The Corporate Firm 1.3 The Importance of Cash Flows 1.4 The Goal of Financial Management 1.5 The Agency Problem and Control of the Corporation 1.6 Regulation Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-2 Corporate finance addresses the following three questions: 1. In what long-lived assets should the firm invest? 2. How can the firm raise cash for required capital expenditures? 3. How should short-term operating cash flows be managed? Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-3 Total Value of Assets: Current Assets Total Value of the Firm to Investors: Current Liabilities Long-Term Debt Fixed Assets 1. Tangible 2. Intangible Shareholders’ Equity Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-4 Current Liabilities Current Assets Long-Term Debt Fixed Assets 1. Tangible 2. Intangible In what longterm assets should the firm invest? Shareholders’ Equity Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-5 Current Liabilities Current Assets How should the firm raise funds for the selected Fixed Assets investments? 1 Tangible 2 Intangible Long-Term Debt Shareholders’ Equity Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-6 Current Assets Fixed Assets 1 Tangible 2 Intangible Current Liabilities Net Working Capital How should short-term operating cash flows be managed? Long-Term Debt Shareholders’ Equity Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-7 The financial manager’s primary goal is to increase the value of the firm by: 1. 2. Selecting value-creating projects Making smart financing decisions Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-8 Board of Directors Chairman of the Board and Chief Executive Officer (CEO) Vice President and Chief Financial Officer (CFO) Treasurer Controller Cash Manager Credit Manager Tax Manager Cost Accounting Manager Capital Expenditures Financial Planning Financial Accounting Manager Information Systems Manager Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-9 The corporate form of business is the standard method for solving the problems encountered in raising large amounts of cash. However, businesses can take other forms. Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-10 The Sole Proprietorship The Partnership ◦ General Partnership ◦ Limited Partnership The Corporation Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-11 Corporation Partnership Liquidity Shares can be easily exchanged Subject to substantial restrictions Voting rights Usually each share gets one vote General partner is in charge; limited partners may have some voting rights Taxation Double Partners pay personal taxes on partnership profits Reinvestment and dividend payout Broad latitude All net cash flow is distributed to partners Liability Limited liability General partners may have unlimited liability; limited partners enjoy limited liability Continuity Perpetual life Limited life Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-12 Cash for securities issued by the firm (A) Firm Invests invests in in assets assets (B)(B) Current assets Fixed assets Financial markets Retained cash flows (E) Short-term debt Cash flow from firm (C) Dividends and debt payments (F) Long-term debt Taxes Equity shares Ultimately, the firm must be a cashgenerating activity. Government (D) The cash flows from the firm should exceed the cash flows from the financial markets. Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-13 What is the correct goal? ◦ ◦ ◦ ◦ Maximize profit? Minimize costs? Maximize market share? Maximize shareholder wealth? Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-14 Agency relationship ◦ Principal hires an agent to represent his/her interest ◦ Stockholders (principals) hire managers (agents) to run the company Agency problem ◦ Conflict of interest between principal and agent Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-15 Management goals may be different from shareholder goals ◦ Expensive perquisites ◦ Survival ◦ Independence Increased growth and size are not necessarily equivalent to increased shareholder wealth Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-16 Managerial compensation ◦ Incentives can be used to align management and stockholder interests ◦ The incentives need to be structured carefully to make sure that they achieve their intended goal Corporate control ◦ The threat of a takeover may result in better management Other stakeholders Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-17 The Securities Act of 1933 and the Securities Exchange Act of 1934 ◦ Issuance of Securities (1933) ◦ Creation of SEC and reporting requirements (1934) Sarbanes-Oxley (“Sarbox”) ◦ Increased reporting requirements and responsibility of corporate directors Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-18 The Securities Contracts (Regulation) Act of 1956 and the Securities and Exchange Board of India (SEBI) Act of 1992 SEBI Act Covers ◦ Issuance of Securities, corporate reporting, tender offers and insider trading Clause 49 (the Sarbanes-Oxley (“Sarbox” of India) ◦ Came into effect from 2005-06 ◦ Quarterly reporting requirements to stock exchanges ◦ A separate section on corporate governance in the reports These measures have increased the confidence of the public in the financial markets. Copyright © 2016 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-19 What are the three basic questions financial managers must answer? What are the three major forms of business organization? What is the goal of financial management? What are agency problems, and why do they exist within a corporation? What major regulations impact public firms? Copyright © 2019 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1-20