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    Introduction to Corporate FinanceEric J. McLaughlin, Ph.D.

    Chapter

    1

    Copyri ght 2013 by The McGraw-H il l Companies, Inc. All ri ghts reserved.McGraw-Hill/Irwin

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    Chapter Outline

    Corporate Finance and the Financial

    Manager

    Forms of Business Organization

    The Goal of Financial Management

    The Agency Problem and Control of theCorporation

    Financial Markets and the Corporation

    Chapter Outline

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    Corporate FinanceSome important questions that are answered

    using finance:

    1. What long-term investments should the

    firm take on?

    2. Where will we get the long-term

    financing to pay for the investment?

    3. How will we manage the everyday

    financial activities of the firm?

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    Financial Managers

    Chief Financial Officer

    (CFO):The top financial

    manager within a firm

    Treasurer: Oversees cashmanagement, credit

    management, capital

    expenditures, and financial

    planning

    Controller: Oversees taxes,

    cost accounting, financial

    accounting and data

    processing

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    Financial Management Decisions

    Capital budgeting

    What long-term investments or projectsshould the business take on?

    Capital structure

    How should we pay for our assets? Should we use debt or equity?

    Working capital management

    How do we manage the day-to-day financesof the firm?

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    Forms of BusinessOrganization in the U.S.

    Single Owner

    SoleProprietorshi

    p

    General

    LimitedPartnership

    C-Corporation

    S-Corporation

    Limited Liability Company(LLC)

    Corporation

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    Sole Proprietorship

    Advantages:

    Easiest to start

    Least regulated

    Single owner keeps all the

    profits

    Taxed once as personal

    income

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    Sole ProprietorshipDisadvantages:

    Limited to life of owner

    Equity capital limited toowners personal wealth

    Unlimited liability

    Difficult to sell ownershipinterest

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    Partnership

    Advantages:

    Two or more owners

    More capital available

    Relatively easy to start

    Income taxed once aspersonal income

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    Disadvantages:

    Unlimited liability

    General partnership

    Limited partnership

    Partnership dissolves when

    one partner dies or wishes to

    sell

    Difficult to transfer

    ownership

    Partnership

    http://www.nolo.com/encyclopedia/articles/sb/which_form.html
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    Corporation

    Advantages:

    Limited liability

    Unlimited life

    Separation of ownership

    and management

    Transfer of ownership is

    easy

    Easier to raise capital

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    CorporationDisadvantages:

    Separation of ownership

    and management

    Double taxation (income

    taxed at the corporate

    rate and then dividends

    taxed at the personal

    rate)

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    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 companys

    stock?

    Does this mean we should do anything and

    everything to maximize owner wealth?

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    The Agency ProblemAgency relationship

    Principal hires an agent to represent his/herinterests

    Stockholders (principals) hire managers(agents) to run the company

    Agency problem

    Conflict of interest between principal andagent

    Management goals and agency costs

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    Managing ManagersManagerial compensation

    Incentives can be used toalign management andstockholder interests

    The incentives need to bestructured carefully to makesure that they achieve theirgoal

    Corporate control

    The threat of a takeovermay result in bettermanagement

    Other stakeholders

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    Financial Markets

    Cash flows to the firm

    Primary vs. secondary markets

    Dealer vs. auction markets

    Listed vs. over-the-counter securities

    NYSE

    NASDAQ

    http://www.nyse.com/http://www.nasdaq.com/http://www.nasdaq.com/http://www.nyse.com/
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    Ethics Issues

    Is it ethical for tobacco companies to sell a product that is known tobe addictive and a danger to the health of the user? Is it relevantthat the product is legal?

    Should boards of directors consider only price when faced with abuyout offer?

    Is it ethical to concentrate only on shareholder wealth, or shouldstakeholders as a whole be considered?

    Should firms be penalized for attempting to improve returns bystifling competition (e.g., Microsoft)?

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    Terminology

    CFO (Chief Financial Officer)

    Sole Proprietorship Partnership

    C-, S-, and LLC Corporations

    Agency Problem

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    1. The CFOs rolein a corporation.

    2. Why does the corporationclassificationmatter?

    3. Corporate managers possible

    conflicting goal with theowners of the company.

    What are the most

    important topics of this

    chapter?

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