- •Intended Audience
- •1.1 Financing the Firm
- •1.2Public and Private Sources of Capital
- •1.3The Environment forRaising Capital in the United States
- •Investment Banks
- •1.4Raising Capital in International Markets
- •1.5MajorFinancial Markets outside the United States
- •1.6Trends in Raising Capital
- •Innovative Instruments
- •2.1Bank Loans
- •2.2Leases
- •2.3Commercial Paper
- •2.4Corporate Bonds
- •2.5More Exotic Securities
- •2.6Raising Debt Capital in the Euromarkets
- •2.7Primary and Secondary Markets forDebt
- •2.8Bond Prices, Yields to Maturity, and Bond Market Conventions
- •2.9Summary and Conclusions
- •3.1Types of Equity Securities
- •Volume of Financing with Different Equity Instruments
- •3.2Who Owns u.S. Equities?
- •3.3The Globalization of Equity Markets
- •3.4Secondary Markets forEquity
- •International Secondary Markets for Equity
- •3.5Equity Market Informational Efficiency and Capital Allocation
- •3.7The Decision to Issue Shares Publicly
- •3.8Stock Returns Associated with ipOs of Common Equity
- •Ipo Underpricing of u.S. Stocks
- •4.1Portfolio Weights
- •4.2Portfolio Returns
- •4.3Expected Portfolio Returns
- •4.4Variances and Standard Deviations
- •4.5Covariances and Correlations
- •4.6Variances of Portfolios and Covariances between Portfolios
- •Variances for Two-Stock Portfolios
- •4.7The Mean-Standard Deviation Diagram
- •4.8Interpreting the Covariance as a Marginal Variance
- •Increasing a Stock Position Financed by Reducing orSelling Short the Position in
- •Increasing a Stock Position Financed by Reducing orShorting a Position in a
- •4.9Finding the Minimum Variance Portfolio
- •Identifying the Minimum Variance Portfolio of Two Stocks
- •Identifying the Minimum Variance Portfolio of Many Stocks
- •Investment Applications of Mean-Variance Analysis and the capm
- •5.2The Essentials of Mean-Variance Analysis
- •5.3The Efficient Frontierand Two-Fund Separation
- •5.4The Tangency Portfolio and Optimal Investment
- •Identification of the Tangency Portfolio
- •5.5Finding the Efficient Frontierof Risky Assets
- •5.6How Useful Is Mean-Variance Analysis forFinding
- •5.8The Capital Asset Pricing Model
- •Implications for Optimal Investment
- •5.9Estimating Betas, Risk-Free Returns, Risk Premiums,
- •Improving the Beta Estimated from Regression
- •Identifying the Market Portfolio
- •5.10Empirical Tests of the Capital Asset Pricing Model
- •Is the Value-Weighted Market Index Mean-Variance Efficient?
- •Interpreting the capm’s Empirical Shortcomings
- •5.11 Summary and Conclusions
- •6.1The Market Model:The First FactorModel
- •6.2The Principle of Diversification
- •Insurance Analogies to Factor Risk and Firm-Specific Risk
- •6.3MultifactorModels
- •Interpreting Common Factors
- •6.5FactorBetas
- •6.6Using FactorModels to Compute Covariances and Variances
- •6.7FactorModels and Tracking Portfolios
- •6.8Pure FactorPortfolios
- •6.9Tracking and Arbitrage
- •6.10No Arbitrage and Pricing: The Arbitrage Pricing Theory
- •Verifying the Existence of Arbitrage
- •Violations of the aptEquation fora Small Set of Stocks Do Not Imply Arbitrage.
- •Violations of the aptEquation by Large Numbers of Stocks Imply Arbitrage.
- •6.11Estimating FactorRisk Premiums and FactorBetas
- •6.12Empirical Tests of the Arbitrage Pricing Theory
- •6.13 Summary and Conclusions
- •7.1Examples of Derivatives
- •7.2The Basics of Derivatives Pricing
- •7.3Binomial Pricing Models
- •7.4Multiperiod Binomial Valuation
- •7.5Valuation Techniques in the Financial Services Industry
- •7.6Market Frictions and Lessons from the Fate of Long-Term
- •7.7Summary and Conclusions
- •8.1ADescription of Options and Options Markets
- •8.2Option Expiration
- •8.3Put-Call Parity
- •Insured Portfolio
- •8.4Binomial Valuation of European Options
- •8.5Binomial Valuation of American Options
- •Valuing American Options on Dividend-Paying Stocks
- •8.6Black-Scholes Valuation
- •8.7Estimating Volatility
- •Volatility
- •8.8Black-Scholes Price Sensitivity to Stock Price, Volatility,
- •Interest Rates, and Expiration Time
- •8.9Valuing Options on More Complex Assets
- •Implied volatility
- •8.11 Summary and Conclusions
- •9.1 Cash Flows ofReal Assets
- •9.2Using Discount Rates to Obtain Present Values
- •Value Additivity and Present Values of Cash Flow Streams
- •Inflation
- •9.3Summary and Conclusions
- •10.1Cash Flows
- •10.2Net Present Value
- •Implications of Value Additivity When Evaluating Mutually Exclusive Projects.
- •10.3Economic Value Added (eva)
- •10.5Evaluating Real Investments with the Internal Rate of Return
- •Intuition for the irrMethod
- •10.7 Summary and Conclusions
- •10A.1Term Structure Varieties
- •10A.2Spot Rates, Annuity Rates, and ParRates
- •11.1Tracking Portfolios and Real Asset Valuation
- •Implementing the Tracking Portfolio Approach
- •11.2The Risk-Adjusted Discount Rate Method
- •11.3The Effect of Leverage on Comparisons
- •11.4Implementing the Risk-Adjusted Discount Rate Formula with
- •11.5Pitfalls in Using the Comparison Method
- •11.6Estimating Beta from Scenarios: The Certainty Equivalent Method
- •Identifying the Certainty Equivalent from Models of Risk and Return
- •11.7Obtaining Certainty Equivalents with Risk-Free Scenarios
- •Implementing the Risk-Free Scenario Method in a Multiperiod Setting
- •11.8Computing Certainty Equivalents from Prices in Financial Markets
- •11.9Summary and Conclusions
- •11A.1Estimation Errorand Denominator-Based Biases in Present Value
- •11A.2Geometric versus Arithmetic Means and the Compounding-Based Bias
- •12.2Valuing Strategic Options with the Real Options Methodology
- •Valuing a Mine with No Strategic Options
- •Valuing a Mine with an Abandonment Option
- •Valuing Vacant Land
- •Valuing the Option to Delay the Start of a Manufacturing Project
- •Valuing the Option to Expand Capacity
- •Valuing Flexibility in Production Technology: The Advantage of Being Different
- •12.3The Ratio Comparison Approach
- •12.4The Competitive Analysis Approach
- •12.5When to Use the Different Approaches
- •Valuing Asset Classes versus Specific Assets
- •12.6Summary and Conclusions
- •13.1Corporate Taxes and the Evaluation of Equity-Financed
- •Identifying the Unlevered Cost of Capital
- •13.2The Adjusted Present Value Method
- •Valuing a Business with the wacc Method When a Debt Tax Shield Exists
- •Investments
- •IsWrong
- •Valuing Cash Flow to Equity Holders
- •13.5Summary and Conclusions
- •14.1The Modigliani-MillerTheorem
- •IsFalse
- •14.2How an Individual InvestorCan “Undo” a Firm’s Capital
- •14.3How Risky Debt Affects the Modigliani-MillerTheorem
- •14.4How Corporate Taxes Affect the Capital Structure Choice
- •14.6Taxes and Preferred Stock
- •14.7Taxes and Municipal Bonds
- •14.8The Effect of Inflation on the Tax Gain from Leverage
- •14.10Are There Tax Advantages to Leasing?
- •14.11Summary and Conclusions
- •15.1How Much of u.S. Corporate Earnings Is Distributed to Shareholders?Aggregate Share Repurchases and Dividends
- •15.2Distribution Policy in Frictionless Markets
- •15.3The Effect of Taxes and Transaction Costs on Distribution Policy
- •15.4How Dividend Policy Affects Expected Stock Returns
- •15.5How Dividend Taxes Affect Financing and Investment Choices
- •15.6Personal Taxes, Payout Policy, and Capital Structure
- •15.7Summary and Conclusions
- •16.1Bankruptcy
- •16.3How Chapter11 Bankruptcy Mitigates Debt Holder–Equity HolderIncentive Problems
- •16.4How Can Firms Minimize Debt Holder–Equity Holder
- •Incentive Problems?
- •17.1The StakeholderTheory of Capital Structure
- •17.2The Benefits of Financial Distress with Committed Stakeholders
- •17.3Capital Structure and Competitive Strategy
- •17.4Dynamic Capital Structure Considerations
- •17.6 Summary and Conclusions
- •18.1The Separation of Ownership and Control
- •18.2Management Shareholdings and Market Value
- •18.3How Management Control Distorts Investment Decisions
- •18.4Capital Structure and Managerial Control
- •Investment Strategy?
- •18.5Executive Compensation
- •Is Executive Pay Closely Tied to Performance?
- •Is Executive Compensation Tied to Relative Performance?
- •19.1Management Incentives When Managers Have BetterInformation
- •19.2Earnings Manipulation
- •Incentives to Increase or Decrease Accounting Earnings
- •19.4The Information Content of Dividend and Share Repurchase
- •19.5The Information Content of the Debt-Equity Choice
- •19.6Empirical Evidence
- •19.7Summary and Conclusions
- •20.1AHistory of Mergers and Acquisitions
- •20.2Types of Mergers and Acquisitions
- •20.3 Recent Trends in TakeoverActivity
- •20.4Sources of TakeoverGains
- •Is an Acquisition Required to Realize Tax Gains, Operating Synergies,
- •Incentive Gains, or Diversification?
- •20.5The Disadvantages of Mergers and Acquisitions
- •20.7Empirical Evidence on the Gains from Leveraged Buyouts (lbOs)
- •20.8 Valuing Acquisitions
- •Valuing Synergies
- •20.9Financing Acquisitions
- •Information Effects from the Financing of a Merger or an Acquisition
- •20.10Bidding Strategies in Hostile Takeovers
- •20.11Management Defenses
- •20.12Summary and Conclusions
- •21.1Risk Management and the Modigliani-MillerTheorem
- •Implications of the Modigliani-Miller Theorem for Hedging
- •21.2Why Do Firms Hedge?
- •21.4How Should Companies Organize TheirHedging Activities?
- •21.8Foreign Exchange Risk Management
- •Indonesia
- •21.9Which Firms Hedge? The Empirical Evidence
- •21.10Summary and Conclusions
- •22.1Measuring Risk Exposure
- •Volatility as a Measure of Risk Exposure
- •Value at Risk as a Measure of Risk Exposure
- •22.2Hedging Short-Term Commitments with Maturity-Matched
- •Value at
- •22.3Hedging Short-Term Commitments with Maturity-Matched
- •22.4Hedging and Convenience Yields
- •22.5Hedging Long-Dated Commitments with Short-Maturing FuturesorForward Contracts
- •Intuition for Hedging with a Maturity Mismatch in the Presence of a Constant Convenience Yield
- •22.6Hedging with Swaps
- •22.7Hedging with Options
- •22.8Factor-Based Hedging
- •Instruments
- •22.10Minimum Variance Portfolios and Mean-Variance Analysis
- •22.11Summary and Conclusions
- •23Risk Management
- •23.2Duration
- •23.4Immunization
- •Immunization Using dv01
- •Immunization and Large Changes in Interest Rates
- •23.5Convexity
- •23.6Interest Rate Hedging When the Term Structure Is Not Flat
- •23.7Summary and Conclusions
- •Interest Rate
- •Interest Rate
Is Executive Pay Closely Tied to Performance?
Executives receive compensation from a number of sources. Part of their pay is fixed,
part is contingent on corporate profits, and part is contingent on improvements in the
stock price of their companies. Anecdotal evidence suggests that executive pay became
much more tied to firm performance during the 1980s and 1990s. However, there is
some disagreement about how sensitive CEO compensation is to performance.
The Jensen and Murphy Evidence.In their Harvard Business Reviewarticle,
Michael Jensen and Kevin Murphy (1990a) argued that executive compensation is not
nearly as performance sensitive as it should be. They examined the compensation and
share ownership of 2,505 CEOs from 1974 to 1988 and calculated how much the com-
pensation of the CEOs increased with each $1,000 increase in the value of their com-
panies. They concluded that the pay-for-performance sensitivity of most CEOs’com-
pensation is surprisingly low and that most CEOs are not given sufficient monetary
incentives to cut costs and create value for their shareholders. For example, the Jensen
and Murphy estimates suggest that if an executive at a large U.S. corporation purchased
an extra $10 million jet for his or her personal use, he or she would be penalized only
about $30,000 in lost compensation.
More Recent Evidence.Subsequent evidence by Boschen and Smith (1995) and Hall
and Liebman (1998) suggests that Jensen and Murphy may have underestimated aver-
age pay-for-performance sensitivities and that these sensitivities have been increasing
over time.
Boschen and Smith (1995) examined how the stock returns of a company affect
the future as well as the current compensation of its CEO. This study concluded that
the Jensen and Murphy evidence substantially underestimates the sensitivity of CEO
pay to performance.
16This
point was made in Diamond and Verrecchia (1982).
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To understand why it is important to consider the CEO’s future compensation,
consider a CEO who was promised a bonus in each of the next five years equal to
30percent of the amount by which the company’s earnings exceeded a certain level.
If the CEO took actions that doubled earnings in his or her first year, the stock price
would probably increase substantially upon the announcement of the higher earnings,
reflecting not only this year’s earnings but also the higher earnings predicted in the
future. In this case, one would observe only a weak relation between the CEO’s com-
pensation in a given year and the firm’s stock return in that year. In the first year of
the contract, the firm’s stock price would increase substantially and the CEO would
receive a bonus reflecting the higher earnings in that year. In subsequent years, how-
ever, one would not expect the firm’s stock price to respond to favorable earnings since
the expectation of good earnings was already reflected in the stock price at the end of
the first year. However, the CEO would continue to receive the same bonus he or she
received in the first year. Hence, the correlation between the firm’s stock returns in a
given year and the CEO’s compensation in that year would not be particularly strong.
However, if one looked across firms, one might find a relation between stock returns
and compensation levels cumulated over many years. Boschen and Smith found that
the cumulative response of pay to performance is about 10 times as large as the pay-
to-performance sensitivity found by comparing stock returns and compensation levels
in individual years.
Cross-Sectional Differences in Pay-for-Performance Sensitivities.The Jensen and
Murphy study along with the new evidence in Murphy (1999) reveal that the pay-for-
performance sensitivities differ substantially across firms. For example, the CEOs of
media companies generally have compensation contracts with substantial pay-for-
performance sensitivities, while the compensation contracts of regulated utility com-
pany CEOs exhibit very little pay-for-performance sensitivities. This difference proba-
bly reflects the fact that the CEOs of media companies have many more opportunities
to “consume on the job” and are more difficult to monitor than an executive at a reg-
ulated utility.
It is also the case that CEOs of small firms have much higher pay-for-performance
sensitivities than the CEOs of large firms. This is not particularly surprising given the
way Jensen and Murphy calculate pay-for-performance sensitivities. For example, sup-
pose that the CEO of a $100 billion company such as IBM had a pay-for-performance
sensitivity of 1 percent, meaning that he or she would receive an extra $10 in com-
pensation for every $1,000 in value improvement. With such a compensation contract
the CEO would be given a bonus of more than $100 million for increasing the value
of the firm by just 10 percent. While a 1 percent pay-for-performance sensitivity is
probably not feasible at a company as large as IBM, far larger sensitivities are often
observed at much smaller companies. In addition, because the CEOs of growth com-
panies generally have more discretion than the CEOs of more mature companies, a
number of authors have argued that the compensation of growth company CEOs should
be more closely tied to their companies’performance. However, the empirical evidence
on this is somewhat mixed.17
17Clinch
(1991), Smith and Watts (1992), and Gaver and Gaver (1993) found that equity and options
are used more extensively in the compensation of executives in growth firms. However, Bizjak, Brickley,
and Coles (1993) and Gaver and Gaver (1995) found no significant relation between growth opportunities
and compensation in their samples.
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Incentives Affect Financial |
Companies, 2002 |
Strategy, Second Edition |
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Chapter 18
How Managerial Incentives Affect Financial Decisions
647
One reason why growth firm executives may not have higher pay-for-performance
sensitivity is that these firms tend to be very risky. Recall that the most important cost
of increasing performance-base pay is the added risk that must be borne by managers.
This implies that holding all else equal, we expect more risky firms to employ less per-
formance base compensation. Arecent study by Aggarwal and Samwick (1999) of the
pay-for-performance sensitivities of the top executives of large U.S. firms finds that
this is indeed true. In general, executives working for companies with less volatile stock
prices have higher pay-for-performance sensitivity than executives that work for com-
panies with more volatile stock prices.
Is Pay-for-Performance Sensitivity Increasing?
Hall and Liebman (1998) and Murphy (1999) report that over the past 20 years exec-
utive compensation in the United States has become much more sensitive to perfor-
mance. The observed increases in pay-for-performance sensitivities have been driven
almost exclusively by the increased use of stock option grants.
How Does Firm Value Relate to the Use of Performance-Based Pay?
If performance-based compensation improves incentives, then firms that implement
incentive-compensation programs should realize higher values. Empirical studies,
which have documented the positive reaction of stock prices to the adoption of per-
formance-based executive compensation plans, tend to support this hypothesis. For
example, Tehranian and Waegelein (1985) examined stock returns at the time of the
adoption of 42 performance-based compensation plans during the 1970s. They found
that stock prices increased about 20 percent, on average, from seven months before the
announcement of the adoption of the plans until the adoption date. Amore recent study
by Mehran (1995) looked cross-sectionally at the relationship between the ratio of the
market-to-book value of a firm’s shares and the extent of performance-based compen-
sation for top management. He found that these two variables are positively correlated,
indicating that, on average, firms using more performance-based compensation have
higher stock prices.
Unfortunately, it is difficult to infer causality from these studies. Performance-based
compensation is associated with higher stock prices; however, it is difficult to tell
whether this compensation causes stock prices to be higher or, alternatively, whether
managers are more willing to adopt performance contracts after observing increases in
their stock prices. Perhaps it would be easier to sell managers on the idea of adopting
performance-based compensation if the managers would have made more money in the
recent past had the plan been adopted earlier. In addition, managers are more willing
to adopt performance-based compensation plans when they have special information
suggesting that the firm may be undervalued.
Example 18.5 illustrates why the adoption of a performance-based compensation
plan conveys information to investors.
Example 18.5:The Information Conveyed from Adopting a Performance-Based
Compensation Plan
Consider the CEOs of two firms, Jack and Peggy.The two firms currently have stocks priced
at $20 per share.Jack has favorable proprietary information that leads him to believe that his
firm’s stock is really worth $30 per share.Peggy has unfavorable proprietary information that
leads her to believe that her firm’s stock is worth only $15 per share.Both CEOs are considering
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1308 HillMarkets and Corporate
and Corporate Control
Incentives Affect Financial
Companies, 2002
Strategy, Second Edition
Decisions
648Part VIncentives, Information, and Corporate Control
proposals that would lower their fixed salary in exchange for stock options exercisable in one
year at $20 per share.Which manager would be more inclined to accept such an offer? How
would agreeing to a performance-based incentive plan affect the company’s stock price?
Answer:Jack is more willing than Peggy to adopt the performance plan because his pro-
prietary information implies that the expected value of the options on his firm is higher.If
investors understand these incentives, they will view Jack’s acceptance of the performance
plan as good news and bid up the price of his firm’s stock.
As Example 18.5 illustrates, stock prices may react positively to the adoption of a
performance-based compensation plan even if the plan has no effect on the managers’
productivity.
