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    1Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    CHAPTER 1

    The Financial Manager and the Firm

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    2Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Learning Objectives

    1. Identify the key financial decisions facing the financialmanager of any business firm.

    2. Identify the basic forms of business, and review theirrespective strengths and weaknesses.

    3. Describe the typical organization of the financialfunction in a large corporation.

    4. Explain why maximizing the current value of the firms

    stock price is the appropriate goal for management.

    5. Discuss how agency conflicts affect the goal of

    maximizing stockholder wealth.6. Explain why ethics is an appropriate topic in the study

    of corporate finance.

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    3Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Exhibit 1.1: Cash Flow Diagram

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    4Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Three Fundamental Decisions in Financial Management

    1. The capital budgeting decision: Which productive assetsshould the firm buy?

    A good capital budgeting decision is one in which the benefits areworth more for the firm than the cost of the assets.

    2. The financing decision:How should the firm finance orpay for assets?

    Financing decisions involve trade-offs between advantages and

    disadvantages of debt and equity financing.

    3. Working capital management decisions:How shouldday-to-day financial matters be managed?

    The mismanagement of working capital can cause the firm to go

    into bankruptcy even though the firm is profitable.

    The Role of the Financial Manager

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    5Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Exhibit 1.2: How Financial Managers Decisions

    Affect the Balance Sheet

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    6Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Legal Forms of Business Organizations

    Sole Proprietorship

    Partnership

    CorporationHybrid Forms

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    7Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Legal Forms of Business Organizations

    Sole ProprietorshipBusiness owned by one person

    No legal distinction between personal and business income for asole proprietor;

    All business income is taxed as personal income;

    A sole proprietorship has unlimited liability for all business debts

    and other obligations of the firm.

    Advantages

    Disadvantages

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    8Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Partnership

    Consists of two or more owners joined togetherlegally to manage a business;

    When a transfer of ownership takes place, the

    partnership is terminated and a new partnershipis formed;

    The problem of unlimited liability can be avoidedin a limited partnership;

    Has the same basic advantages anddisadvantages as a sole proprietorship.

    Legal Forms of Business Organizations

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    9Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Corporation Legal entities authorized under a state charter;

    In a legal sense, it is a person distinct from itsowners;

    The owners of a corporation are its stockholders, orshareholders. Public corporations can sell their debtor equity in the public securities markets;

    Private corporations are held by a small number of

    investors.

    Legal Forms of Business Organizations

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    10Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Corporation

    Advantages:

    Access to the public securities markets, whichmakes it easier to raise large amounts of capital,and the ease of ownership transfer;

    Stockholders have limited liability.

    Disadvantage:

    Owners are subject to double taxation, first at the

    corporate level and then at the personal level whendividends are paid to them;

    Legal Forms of Business Organizations

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    11Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Hybrid Forms of Business Organization

    Limited liability partnerships (LLPs)combine the limited liability of a corporation

    with the tax advantage of a partnership.

    Limited liability companies (LLCs)

    Professional corporations (PCs)

    Legal Forms of Business Organizations

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    12Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Financial Function

    Chief Executive Officer (CEO)

    Ultimate management responsibility anddecision-making power in the firm.

    Reports directly to the board of directors, whichis accountable to the companys owners.

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    13Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Chief Financial Officer (CFO): Responsible for the

    best possible financial analysis that is presented to theCEO.

    Positions that report to the CFO:

    - The Controllerprepares financial statements, oversees the firms

    cost accounting systems, prepares taxes

    - The Treasurer looks after the collection and disbursement ofcash, invests excess cash, raises new capital, handles foreign

    exchange, and oversees the firms pension fund managers.

    - The Internal Auditor is responsible for in-depth riskassessments, performing audits of high-risk areas.

    - The Risk Manager manages the firms risk exposure in financialmarkets and the relationships with insurance providers.

    Financial Function

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    14Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    External Auditors Provide an independent annual audit of the firms financial

    statements.

    Ensure that the financial numbers are reasonably accurate, and

    accounting principles have been consistently applied.

    Audit Committee Approves the external auditors fees and engagement letter. The

    external auditor cannot be fired or terminated without the auditcommittees approval.

    Compliance and Ethics Director Oversees the compliance program, ethics program, and the

    compliance hotline and reports directly to the audit committee.

    Managing the Financial Function

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    15Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Exhibit 1.3: Simplified Corporate Organization Chart

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    16Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Goal of the Firm

    What the goal of the firm should be?

    Why not maximize profits? With creative accounting the firm can manipulate the profit

    figures.

    Accounting profits are not necessarily the same as cash flows.

    Profit maximization does not tell us when cash flows are to bereceived.

    Profit maximization ignores the uncertainty or risk associated

    with cash flows.

    Maximize profit /revenue / assets? Minimizing risks?

    What else?

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    17Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Goal of the Firm

    Maximize the Value of the Firms Stock Price

    When analysts and investors determine thevalue of a firms stock, they consider:

    The size of the expected cash flows.

    The mechanism for determining stock pricesovercomes all the cash-flow objectionsraised.

    The timing of the cash flows.

    The riskiness of the cash flows.

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    18Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Goal of the Firm

    Maximize the Value of the Firms Stock Price

    An appropriate goal for financialmanagement is to maximize the currentvalue of the firms stock.

    For private corporations and

    partnerships, the goal is to maximize thecurrent value of owners equity.

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    19Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Exhibit 1.4: Major Factors Affecting

    Stock Prices

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    20Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Goal of the Firm

    Can Management Decisions Affect Stock Prices?

    YES!!!

    Then, HOW?

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    21Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Agency Conflicts:

    Separation of Ownership and Control

    Ownership and Control

    For large corporations, the ownership of the firmis spread over huge number of shareholders and

    the firms owners may effectively have littlecontrol over management .

    Management may make decisions that benefittheir self-interest rather than those of thestockholders.

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    22Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Agency Relationships

    An agency relationship arises whenever oneparty, called the principal, hires another party,

    called the agent.

    Agency Conflicts:

    Separation of Ownership and Control

    The relationship between stockholders(principals) and management (agents) is anagency relationship.

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    23Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Do Managers Really Want to Maximize Stock Price?

    Shareholders own the corporation, but managerscontrol the money and have the opportunity touse it for their own benefit.

    Agency Costs

    Agency Conflicts:

    Separation of Ownership and Control

    The costs of the conflict of interest between the

    firms owners and its management.

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    24Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    How can agency conflicts be reduced in a corporation?

    Aligning the Interests of Management andStockholders

    Main mechanisms: management compensation,and the board of directors:

    1. Management Compensation

    A significant portion of management

    compensation should be tied to firmperformance (e.g. stock price).

    Agency Conflicts:

    Separation of Ownership and Control

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    25Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    2. Board of Directors Lack of board independence is a key factor in

    the misalignment between board members

    and stockholders interests

    Agency Conflicts:

    Separation of Ownership and Control

    Other Managers

    Large Stockholders

    The Takeover Market

    The Legal and Regulatory Environment

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    26Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Importance of Ethics in Business

    A societys ideas about what actions areright and wrong.

    Are Business Ethics Different?

    Business Ethics

    Traditions of morality are relevant to businessand financial markets.

    Corruption in business creates inefficienciesin an economy.

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    27Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Types of Ethical Conflicts in Business

    Conflicts of Interest

    Conflict between individuals personal or

    institutional gain and the obligation toserve the interest of another party.

    Information Asymmetry

    One party in a transaction hasinformation that is unavailable to theother parties.

    The Importance of Ethics in Business

    Agency Costs

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    28Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    The Importance of and Ethical Business Culture

    Ethicists argue that laws and market forcesare not enough.

    Serious Consequences

    Legal cost of ethical mistakes can be

    extremely high.

    The Importance of Ethics in Business

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    29Chapter 1 The Financial Manager and the Firm Copyright 2008 John Wiley & Sons

    Exhibit 1.6: A Framework for the

    Analysis of Ethical Conflicts