Chapter 1 Introduction to Corporate Finance McGraw-Hill/Irwin Copyright © 2012 by The McGraw-Hill Companies, Inc. All rights reserved. Key Concepts and Skills • Know the basic types of financial management decisions and the role of the financial manager • Know the financial implications of the different forms of business organization • Know the goal of financial management • Understand the conflicts of interest that can arise between owners and managers • Understand the various types of financial markets 1-1 1 Chapter Outline • • • • • Corporate Finance and the Financial Manager Forms of Business Organization The Goal of Financial Management The Agency Problem and Control of the Corporation Financial Markets and the Corporation 1-2 What Is Corporate Finance? • Corporate finance provides answers to some important questions: – What long-term investments should the firm take on? – Where will the firm get the long-term financing to pay for the investments? – How will the firm manage its everyday financial activities? 1-3 2 The Financial Manager • Financial managers try to answer some or all of these questions • The top financial manager within a firm is usually the Chief Financial Officer (CFO) – Treasurer – oversees cash management, credit management, capital expenditures, and financial planning – Controller – oversees taxes, cost accounting, financial accounting and data processing 1-4 Financial Management Decisions • Capital budgeting – What long-term investments or projects should the business take on? • Capital structure – How much should the firm borrow to pay for its assets? • What is the best mixture of debt and equity? • The least expensive sources of funds? • Working capital management – How do we manage the day-to-day finances of the firm? 1-5 3 Forms of Business Organization • Three major forms – Sole Proprietorship – Partnership • General • Limited – Corporation • Limited Liability Company • Limited Liability Partnerships 1-6 Sole Proprietorship • Advantages – Easiest to start – Least regulated – Single owner keeps all the profits – Taxed once as personal income • Disadvantages – Limited to life of owner – Equity capital limited to owner’s personal wealth – Unlimited liability – Difficult to sell ownership interest 1-7 4 Partnership • Advantages – Two or more owners – More capital available – Relatively easy to start – Income taxed once as personal income • Disadvantages – Unlimited liability • General partnership • Limited partnership – Partnership dissolves when one partner dies or wishes to sell – Difficult to transfer ownership 1-8 Corporation • Advantages – Limited liability – Unlimited life – Separation of ownership and management – Transfer of ownership is easy – Easier to raise capital • Disadvantages – Separation of ownership and management – May involve double taxation in some countries (income taxed at the corporate rate and then dividends taxed at the personal rate) 1-9 5 Summary of 3 Business Forms 1-10 Goal of Financial Management • What should be the goal of a corporation? – – – – Maximize profits? Minimize costs? Maximize market share? Maximize the current value of the company’s stock? 1-11 6 Maximizing Shareholders’ Wealth • Maximizing the share price is equivalent to maximizing shareholders’ wealth • Why is this a valid goal? – – – – Decisions are made in shareholders‘ best interest Considers cash flows not profits Incorporates time dimension Does not consider profitability but also risk The Agency Problem • Agency relationship – The relationship exists when a principal hires an agent to represent his/her interests – Stockholders (principals) hire managers (agents) to run the company • Agency problem – Conflict of interest between principal and agent • Agent may not work in the best interest of the principal 1-13 7 Management Goals • Management goals may be different from shareholder s’ goals – Management may be more interested in: • Consuming expensive perks • It’s own survival • It’s independence • Management may focus on increased growth and size rather than increasing shareholders’ wealth Agency Costs • Costs due to the conflict of interest between shareholders and management – Direct • Corporate expenditure that benefits management but costs shareholders, e.g. country club membership • Costs to monitor management actions, e.g. auditor costs – Indirect • Lost opportunity due to management forgoing profitable but risky projects for fear of losing job if project fails 1-15 8 Managing Managers • 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 goal • Corporate control – The threat of a takeover may result in better management • Other stakeholders 1-16 Work the Web Example • The Internet provides a wealth of information about individual companies • One excellent site is finance.yahoo.com • Click on the web surfer to go to the site, choose a company and see what information you can find! 1-17 9 Financial Markets • Primary market – A market where the firm sells its securities to public for the first time • Secondary markets – A market in which the securities issued by firms are traded • Listed securities trade in an organized exchange, e.g. the stock market (NYSE) • Over-the-counter securities are bought from or sold to a dealer 1-18 Quick Quiz • What are the three types of financial management decisions and what questions are they designed to 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 is the difference between a primary market and a secondary market? 1-19 10 Ethics Issues • Is it ethical for tobacco companies to sell a product that is known to be addictive and a danger to the health of the user? Is it relevant that the product is legal? • Should boards of directors consider only price when faced with a buyout offer? • Is it ethical to concentrate only on shareholder wealth, or should stakeholders as a whole be considered? • Should firms be penalized for attempting to improve returns by stifling competition (e.g., Microsoft)? 1-20 End of Chapter 1-21 11