Chapter 1 Introduction to Financial Management 0 This chapter introduces the following topics: 1.1 Why study finance? 1.2 Major Concerns in Financial Management 1.3 A Corporation and The Goal of Its Financial Management 1.4 Cash Flows do matter 1.5 The Agency Problems and Their Solution 1.6 How Blockchain Is Changing Finance 1 1.1 Why Study Finance? • Individuals are taking charge of their personal finances with decisions such as: 1. When to start saving and how much to save for retirement? 2. Whether a car loan or lease is more advantageous? 3. Whether a particular stock is a good investment? 4. How to evaluate the terms of a home mortgage ? • In your business career, you may face such questions such as: 1. 2. 3. 4. 5. Should your firm launch a new product? Which supplier should your firm choose? Should your firm produce a part or outsource production? Should your firm issue new stock or borrow money instead? How can you raise money for your start-up firm? 1.2 Major Concerns in Financial Management 1.The Investment Decision => Real Assets 2.The Financing Decision => Financial Assets 3.The Risk Management Decision both • to raise the rate of return on real assets and • to abate the cost of capital on financial assets issued by the corporation. 1-4 Investment, Financing, and the Risk Management Decisions Are the following capital budgeting or financing decisions? 1. Huawei decides to spend ¥1.2 billion to develop a new cell phone Mate 7. 2. Rosneft borrows RUB800 million from bond investors. 3. Foxconn Technology Group issues 100 million shares to buy a small technology company. 1-5 } The Balance Sheet displays the main Financial decisions made by the corporation Total Value of Assets: Total Firm Value to Investors: Current Debts Current Assets Long-Term Debt Fixed Assets 1 Tangible 2 Intangible Shareholders’ Equity 6 • The Balance Sheet exhibits the major concerns in financial management: 1. What long-term investments should the corporation choose? --Capital Budgeting ( Investment Decision) 2. How should the corporation raise funds for the selected investments? --Capital Structure ( Financing Decision) 3. How should current assets and debts be managed? -- Working Capital ( Short-Term Investment and Financing Decision) Note that, all the concerns involve the risk management which is not revealed in balance sheet. 7 Capital Budgeting—The Investment Decision Current Debt Current Assets Fixed Assets 1 Tangible 2 Intangible Long-Term Debt What longterm investments should the corporation choose? Equity 8 Capital Structure– The Financing Decision Current Debt Current Assets Fixed Assets 1 Tangible 2 Intangible How should the corporation raise funds for the selected investments? Long-Term Debt Equity 9 Short- Term Investment and Financing Decisions Current Assets Fixed Assets 1 Tangible 2 Intangible Net Working Capital How should current assets & debt be managed? Current Debt Long-Term Debt Equity 10 1.3 A Corporation and The Goal of Its Financial Management • A corporation is a legal entity that has been incorporated through a registration process established through legislation. Incorporated entities have legal rights and liabilities that are distinct from their employees and shareholders. • Most jurisdictions allow the creation of new corporations through registration. In addition to legal personality, registered corporations tend to have limited liabilities, be owned by shareholders who can transfer their shares to others, and controlled by a board of directors who are elected by the shareholders. 1-11 Benefits of the Corporation • Limited liability • Infinite lifespan • Ease of raising capital 1-12 Drawbacks of the Corporation • Corporations face the problem of double taxation • Improper corporate structures may lead to “Agency Problems” 1-13 Goals of The Corporation • Shareholders want wealth maximization • Wealth maximization vs. profit maximization: • Pitfall: Profits from which period? • Pitfall: Cutting dividends to increase cash reserves 1-14 1.4 Cash Flow do matter • If a corporation is to prosper, it must: • Invest in assets that generate more cash than they cost --capital budgeting (Investment decision) • Issue financial securities that raise more cash than they cost--Capital structure (Financing decision) • A successful corporation generates more cash than it uses. • Cash Flow ≠ Accounting. Do not confuse cash flow and accounting income • Non-Cash expense example: Depreciation • Non-Cash revenue example: Sales on Account 15 The Conceptual Flow of Cash: Cash flows between the Firm and Financial Market Ultimately, the firm must be a cash generator. The cash flows from the firm must exceed the cash flows from the financial markets. 16 The Ethics of Maximizing Value • Does value maximization justify unethical behavior? • Examples: 1. Enron 2. WorldCom 3. Bernard Madoff 1-17 Example 1:Enron Corporation (former New York Stock Exchange ticker symbol ENE) • An American energy, commodities, and services company based in Houston, Texas. • Before its bankruptcy on December 2, 2001, Enron was one of the world's major electricity, natural gas , communications, and pulp and paper companies, with claimed revenues of nearly $111 billion during 2000. • Fortune named Enron "America's Most Innovative Company" for six consecutive years. • At the end of 2001, its reported financial condition was sustained substantially by an accounting fraud, known as the Enron scandal. 18 • Enron has since become a well-known example of willful corporate fraud and corruption. • The scandal brought into question the accounting practices of many corporations in the United States and led to the creation of the Sarbanes –Oxley Act of 2002. The act took its name from its two sponsors—Sen. Paul S. Sarbanes and Rep. Michael G. Oxley. • The scandal caused the dissolution of the Arthur Andersen accounting firm. 19 Sarbanes –Oxley Act • The Sarbanes-Oxley Act of 2002 (SOX)is a law the U.S. Congress passed on July 30, 2022 to protect investors from fraudulent financial reporting by corporations. • SOX mandated strict reforms to existing securities regulations and imposed tough new penalties on lawbreakers. • SOX came in response to financial scandals in the early 2000s involving publicly traded companies such as Enron Corporation, Tyco International plc, and WorldCom. The highprofile frauds shook investor confidence in the trustworthiness of corporate financial statements and led many to demand an overhaul of decades-old regulatory standards. 20 Example 2: WorldCom Scandal (2002) Company: Telecommunications company; now MCI, Inc. •What happened: Inflated assets by $11 billion, resulting in 30,000 lost jobs and $180 billion in losses for investors. •Main player: CEO Bernie Ebbers •How he did it: Underreported line costs by capitalizing rather than expensing and inflated revenues with fake accounting entries. •How he got caught: WorldCom's internal auditing department uncovered $3.8 billion of fraud. •Penalties: CFO was fired, controller resigned, and the company filed for bankruptcy. Ebbers sentenced to 25 years for fraud, conspiracy and filing false documents with regulators. •Fun fact: Within weeks of the scandal, Congress passed the Sarbanes-Oxley Act, introducing the most sweeping set of new business regulations since the 1930s. 21 Example 3: Bernie Madoff Scandal (2008) • Bernard L. Madoff Investment Securities LLC was a Wall Street investment firm founded by Madoff. • What happened: Tricked investors out of $64.8 billion through the largest Ponzi scheme in history. • Main players: Bernie Madoff, his accountant, David Friehling, and Frank DiPascalli. • How they did it: Investors were paid returns out of their own money or that of other investors rather than from profits. • How they got caught: Madoff told his sons about his scheme and they reported him to the SEC. He was arrested the next day. • Penalties: 150 years in prison for Madoff + $170 billion restitution. Prison time for Friehling and DiPascalli. • Fun fact: Madoff's fraud was revealed just months after the 2008 U.S. financial collapse. 22 1.5 The Agency Problems and Their Solutions • 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 • The managers may act in their own interests rather than maximizing value 23 Agency Cost • An agency cost is the cost to a “principal" (an organization, a person or a group of persons), when the principal hires an “agent" to act on its behalf. • Because the two parties have different interests and the agent has more information, the principal cannot ensure that its agent always acts in the principals' best interests. 24 The costs consist of two main sources I. The costs inherently associated with using an agent (e.g., the risk that agents will use organizational resource for their own benefit) and II. The costs of techniques used to mitigate the problems associated with using an agent— 1.gathering more information on what the agent is doing (e.g., the costs of producing financial statement), and has done, or 2.employing mechanisms to align the interests of the agent with those of the principal (e.g. compensating executives with equity payment such as stock option). 25 Examples • This cost includes that undertaken by shareholders (the principal), when corporate management (the agent) acquires other firms to expand its power, or spends money on wasteful pet projects, instead of maximizing the firm value. 26 • The classic case of agency cost is the professional manager— specifically the CEO—with only a small stake in ownership, having interests differing from those of firm's owners. • Instead of making the company more efficient and profitable, the CEO may : 1.increase the size of the corporation, rather than the size of its profits, which usually increases the executives' prestige, perquisites, compensation, etc, but at the expense of the efficiency and the value of the firm; 27 2.not fire subordinates whose mediocrity or even incompetence may be outweighed by their value as yesmen or golf partners; 3.retain large amounts of cash. While wasteful, it gives the management independence from capital markets; 4.venture onto fraud. Management may even manipulate financial figures to optimize bonuses and stock options. 28 Agency Problem Solutions 1. Compensation plans • Incentives can be used to align management and stockholder interests. The incentives need to be structured carefully to make sure that the management achieve stockholders’ intended goal 2. Board of Directors ◦ In response to Enron, WorldCOm, and other corporate scandals, the U.S. Congress promulgated the Sarbanes-Oxley Act of 2002(SOX). SOX requires corporations place more independent directors on the board. More than half of all directors are now independent. 1-29 Board meet in sessions without the CEO present. SOX requires CFOs to sign off personally on the corporation’s accounting procedures and results. 3. Blockholders Blockholders are those who hold more than 5% of the corporation’s shares. ◦Institutional investors, such as pension funds and hedge funds, are active in monitoring firm performance and propose changes to corporate governance. ◦Many CEOs have been forced out recently. For example, CEOs of AIG, Fannie Mae, Freddie Mac, GM, Lenovo, Peugeot Citroen, Royal Bank of Scotland, Starbucks, and Versace. Agency Problem Solutions 4. Takeovers • The threat of a takeover may result in better management 5. Specialist Monitoring • Specialists, including security analysts and banks , will monitor the actions of the corporations, or review the progress of the corporation receiving banks’ loans. 1-31 6. Legal and Regulatory Requirements • The CEOs and financial managers are required to act in the interests of investors. • The securities and Exchange Commission (SEC) set accounting and reporting standards for listed corporations to enhance consistency and transparency. 1.6 How Blockchain Is Changing Finance • Our global financial system moves trillions of dollars a day and serves billions of people. But the system is rife with problems, adding cost through fees and delays, creating friction through redundant and onerous paperwork, and opening up opportunities for fraud and crime. • To wit, 45% of financial intermediaries, such as payment networks, stock exchanges, and money transfer services, suffer from economic crime every year; the number is 37% for the entire economy, and only 20% and 27% for the professional services and technology sectors, respectively. No wonder that regulatory costs continue to climb and remain a top concern for bankers. 33 This all adds cost, with consumers ultimately bearing the burden. It begs the question: Why is our financial system so inefficient? • First, because it’s antiquated, a kludge of industrial technologies and paper-based processes dressed up in a digital wrapper. • Second, because it’s centralized, which makes it resistant to change and vulnerable to systems failures and attacks. • Third, it’s exclusionary, denying billions of people access to basic financial tools. Bankers have largely dodged the sort of creative destruction that, while messy, is critical to economic vitality and progress. But the solution to this innovation logjam has emerged: blockchain 34 How Blockchain Works Here are five basic principles underlying the technology. 1. Distributed Database • Each party on a blockchain has access to the entire database and its complete history. No single party controls the data or the information. • Every party can verify the records of its transaction partners directly, without an intermediary. 2. Peer-to-Peer Transmission • Communication occurs directly between peers instead of through a central node. Each node stores and forwards information to all other nodes. 35 3. Transparency with Pseudonymity • Every transaction and its associated value are visible to anyone with access to the system. • Each node, or user, on a blockchain has a unique 30plus-character alphanumeric address that identifies it. • Users can choose to remain anonymous or provide proof of their identity to others. Transactions occur between blockchain addresses. 36 4. Irreversibility of Records • Once a transaction is entered in the database and the accounts are updated, the records cannot be altered, because they’re linked to every transaction record that came before them (hence the term “chain”). • Various computational algorithms and approaches are deployed to ensure that the recording on the database is permanent, chronologically ordered, and available to all others on the network. 5. Computational Logic • The digital nature of the ledger means that blockchain transactions can be tied to computational logic and in essence programmed. So users can set up algorithms and rules that automatically trigger transactions between nodes. 37 • Blockchain was originally developed as the technology behind cryptocurrencies like Bitcoin. • A vast, globally distributed ledger running on millions of devices, it is capable of recording anything of value. • Money, equities, bonds, titles, deeds, contracts, and virtually all other kinds of assets can be moved and stored securely, privately, and from peer to peer, because trust is established not by powerful intermediaries like banks and governments, but by network consensus, cryptography, collaboration, and clever code. 38 • For the first time in human history, two or more parties, be they businesses or individuals who may not even know each other, can forge agreements, make transactions, and build value without relying on intermediaries (such as banks, rating agencies, and government bodies such as the U.S. Department of State) to verify their identities, establish trust, or perform the critical business logic — contracting, clearing, settling, and recordkeeping tasks that are foundational to all forms of commerce. 39