Chapter 1

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GOAL OF FINANCIAL MANAGEMENT

FOR A PUBLICLY TRADED CORPORATION, THE GOAL SHOULD BE TO

MAXIMIZE SHAREHOLDER WEALTH BY MAXIMIZING SHARE PRICE.

WHY? BECAUSE THE SHAREHOLDERS, AS RESIDUAL OWNERS, TAKE THE

GREATEST AMOUNT OF RISK AMONG ALL THE STAKEHOLDERS. THEIR

DIVIDENDS ARE PAID FROM AFTER-TAX EARNINGS, AFTER ALL OTHER

EXPENSES HAVE BEEN ACCOUNTED FOR. ALSO, IN THE EVENT OF

BANKRUPTCY AND LIQUIDATION, THE SHAREHOLDERS ARE THE LAST TO

BE PAID AFTER ALL OTHER CLAIMS HAVE BEEN MET.

IS THIS GOAL INCONSISTENT WITH THE WELFARE OF OTHER

STAKEHOLDERS SUCH AS

CREDITORS? NO. IF THE FIRM MISCHANNELS THE BORROWED FUNDS

AND/OR FAILS TO GENERATE THE CASH FLOWS TO PAY INTEREST AND

PRINCIPAL, LENDERS WILL RAISE INTEREST RATES FOR FUTURE

BORROWINGS OR TAKE OTHER APPROPRIATE ACTIONS NOT EXCLUDING

FORCING THE FIRM TO BANKRUPTCY

EMPLOYEES?

NO. IF THE FIRM FAILS TO TAKE CARE OF ITS EMPLOYEES

BY PAYING COMPETITIVE WAGES AND BENEFITS, PROVIDING

APPROPRIATE TRAINING AND CREATING A SAFE AND HARASSMENT-FREE

WORKING ENVIRONMENT, EMPLOYEE- PRODUCTIVITY MAY DECLINE AND

TURN-OVER WILL BE HIGH, AFFECTING REVENUES, PROFITS AND

SHAREHOLDERS’ WELFARE

CUSTOMERS?

NO. IF THE FIRM FAILS TO TAKE CARE OF ITS CUSTOMERS

BY PROVIDING QUALITY PRODUCTS AND SERVICES AT COMPETITIVE

PRICES OR FAILS TO FULFILL WARRANTIES, THEY WILL GO TO

COMPETITITION, THERE MAY BE LAWSUITS AND SALES WILL FALL AND

COSTS WILL INCREASE, AFFECTING SHAREHOLDERS’ WELFARE

SOCIETY? NO. IF THE FIRM FAILS TO FOLLOW THE LAWS OF THE SOCIETY

AND/OR ENGAGES IN ETHICAL VIOLATIONS, IT MAY FACE LITIGATION,

FINES AND SOCIAL OSTRAZIATION, RESULTING IN REVENUE DECLINES,

COST INCREASES, PROFIT DECLINES, ALL AFFECTING SHAREHOLDERS’

WELFARE.

THUS, SHAREHOLDERS’ WEALTH MAXIMIZATION IS A CONSTRAINED

OPTIMIZATION PROBLEM.

AGENCY PROBLEMS

GIVEN THE GOAL OF SHAREHOLDERS’ WELFARE MAXIMIZATION, WHAT

IS THE GUARANTEE THAT MANAGERS WILL PURSUE THIS GOAL

DILIGENTLY? THE PROBLEM WHEN MANAGERS FAIL TO PURSUE THE

GOAL OF OWNERS’ WELFARE MAXIMIZATION IS REFERRED TO AS

AGENCY PROBLEM . AGENCY PROBLEM INVOLVING MANAGERS MAY BE

OF TWO KINDS:

A.

MAMGAERS VS SHAREHOLDERS MANAGERS

MAY SQUANDER RESOURCES

MAY NOT TAKE APPROPRIATE RISK

MAY STRIVE TO DEPRESS STOCK PRICES FOR LEVERAGED BUYOUT

MAY ENGAGE IN OTHER SIMILAR ACTIVITIES

RESOLVED BY

THREAT OF FIRING BY STOCKHOLDERS

THREAT OF OUSTER AFTER A HOSTILE TAKEOVER

COMPENSATION STRUCTURED TO REWARD GOOD PERFORMANCE

INCLUDING INCENTIVES LIKE BONUS SHARES, STOCK OPTIONS

B.

STOCKHOLDERS VS CREDITORS: MANAGERS

MAY BE PREVAILED ON BY STOCKHOLDERS TO TAKE MORE RISK

THAN ANTICIPATED BY CREDITORS

MAY INCREASE DEBT LEVEL DRIVING DOWN THE VALUE OF

OUTSTANDING DEBT

RESOLVED BY

STRICT OVERSIGHT BY TRUSTEES

STRINGENT DEBT COVENANTS, ETC

Capital Market Equilibrium/Capital Market Efficiency

Capital market (securities market) equilibrium/efficiency refers to the way in which relevant information about capital assets are accessed, processed and impounded in asset prices.

For capital markets to be efficient, the following are necessary:

1.

Easy and ready access to relevant information about assets

2.

Proper and accurate processing of the relevant information

3.

Rapid impounding of the processed information in asset prices

The stronger the above requirements are met, the greater the efficiency. Thus, efficiency is a matter of degree rather than an absolute. Three levels of efficiency are recognized in finance literature:

Weak-Form Efficiency: when current security prices reflect historical information. The prevalence of such an efficiency strikes a blow to

“technical analysis”

Semi-strong form efficiency: when current prices reflect all publicly available information such as management’s forecasts, analysts’ reports etc. The prevalence of such an efficiency strikes a blow to

“fundamental analysis”

Strong-form efficiency: when current prices reflect all information, public and private.

Capital markets in developed nations such as the U.S. are considered to be generally “semi-strong” efficient, i.e., they are efficient most of the times, reflecting all publicly available information, even though they may be inefficient sometimes.

When markets are efficient, assets are considered be to priced efficiently (fairly) and are in equilibrium. In such cases the price of an asset is considered to reflect the asset’s intrinsic value. When the market for an asset (or assets) is not efficient, the asset is not efficiently/fairly priced. In such a case, the asset is considered to be mispriced. The asset’s price may be greater or less than its intrinsic value. If the asset’s price is greater than its intrinsic value, the asset is overpriced. If the asset’s price is less than its intrinsic value, it is under priced. Thus the following relationships can be enunciated:

IF PRICE = VALUE (VALUE = PRICE), ASSET IS FAIRLY/ EFFICIENTLY

PRICED AND AN INVESTOR WOULD BE INDIFFERENT/NEUTRAL ABOUT

INVESTING IN THAT ASSET (MAY OR MAY NOT BUY).

IF PRICE >VALUE (VALUE<PRICE), ASSET IS OVERPRICED AND AN

INVESTOR SHOULD NOT BUY THE ASSET.

IF PRICE < VALUE (VALUE>PRICE), ASSET IS UNDERPRICED AND AN

INVESTOR SHOULD BUY THE ASSET .

SINCE CAPITAL MARKETS IN DEVELOPED ECONOMIES SUCH AS THE U.S.

ARE GENERALLY “SEMI-STRONG” EFFICIENT, HOW CAN A MANAGER

INFLUENCE AND MAXIMIZE STOCK PRICE?

BY PROVIDING THE RELEVANT INFORMATION ABOUT THE FIRM AND THE

STOCK TO MARKET PARTICIPANTS ON A TIMELY BASIS. THIS CAN BE

DONE IN ONE OF TWO WAYS:

DIRECT DISSEMINATION OF RELEVANT INFORMATION VIA PUBLIC

REPORTS, REGULAR MEETINGS WITH ANALYSTS., ETC

INDIRECT DISSEMINATION OF RELEVANT TO MARKET PARTICIPANTS

THRU SIGNALLING, I.E., TAKING ACTIONS THAT ARE INTERPRETED BY

THE MARKET PARTICIPANTS AS PROVIDING CERTAIN INFORMATION.

SIGNALLING IS AN IMPORTANT CONCEPT WHICH WILL BE ADDRESSED AT

GREATER LENGTH WHEN DISCUSSING CAPITAL STRUCTURE AND

DICVIDEND POLICIES.

RISK-RETURN TRADE OFF BETWEEN DEBT AND EQUITY

SOURCE OF

CAPITAL

DEBT/BONDS

CAPITALS FOR INVESTORS AND FIRMS

PREFERRED

STOCK/

PREFERRED

EQUITY

_________________

OWNERS’EQUITY/

COMMON STOCK

FIRM/RECEIVER OF CAPITAL INVESTOR/SUPPLIER OF

CAPITAL

BORROWER/DEBTOR/SELLER CREDITOR/LENDER/BUYER

OF BONDS

SUBJECTED TO HIGHER RISK

OF BANKRUPTCY BY

OF BONDS

ASSUMES LOWER RISK

BECAUSE OF LEGAL

PROTECTIONS IN THE

EVENT OF DEFAULT/

HIGHER PRIORITY OF

CAPITAL PROVIDER

POSSIBILITY OF HIGHER

RATE OF RETURN BECAUSE

OF LOWER COST OF

BORROWING

SELLER OF PREFERRED

STOCK

CLAIMS IN THE EVENT OF

BANKRUPTCY

LOWER REQUIRED RATE OF

RETURN BECAUSE OF

LOWER RISK ASSUMED

NO RISK OF BANKRUPTCY

BY CAPITAL PROVIDER

____________________________

SELLER OF COMMON STOCK

NO RISK OF BANKRUPTCY

BY CAPITAL PROVIDER

HIGHER RISK THAN BONDS

BUT LOWER RISK THAN

COMMON STOCK

HIGHER RETURN THAN

BONDS/LOWER RETURNS

THAN COMMON STOCK

__________________________

PART OWNER / STOCK OR

SHARE HOLDER

HIGHER RISK BECAUSE OF

LOWER RATE OF RETURN

BECAUSE OF HIGHER COST

OF EQUITY CAPITAL

LACK OF LEGAL

PROTECTIONS IN THE

EVENT OF DEFAULT/

LOWER PRIORITY OF

CLAIMS IN THE EVENT OF

BANKRUPTCY

HIGHER REQUIRED RATE

OF RETURN BECAUSE OF

HIGHER RISK ASSUMED

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