- •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
Incentives to Increase or Decrease Accounting Earnings
Firms show the greatest tendency to artificially inflate accounting earnings when
managers have the most to gain from increasing share prices. For example, Teoh,
Welch, and Wong (1998a, 1998b) found that firms make discretionary accounting
choices that temporarily increase reported earnings before both initial and seasoned
public offerings of equity. In these cases, managers are especially interested in
improving the firm’s current stock price because they want to maximize the proceeds
from the equity issues.
Occasionally, managers also manipulate their earnings downward when they want
their firms to appear weaker than they really are. For example, Liberty and Zimmer-
man (1986) found that some firms manipulated their earnings downward before union
negotiations, and Jones (1991) found strong evidence of managers manipulating their
company’s earnings downward prior to appealing to the government for help against
foreign competitors.
2This example is based on the discussion in Louis Lowenstein, Sense and Non-Sense in Corporate
Finance(Reading, MA: Addison Wesley, 1991).
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1336 Titman: FinancialV. Incentives, Information,
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and Corporate Control
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Strategy, Second Edition
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Part VIncentives, Information, and Corporate Control |
19.3 |
Shortsighted Investment Choices |
Savvy investors and analysts, understanding the incentives of firms to manipulate their
earnings numbers, are generally reluctant to take the reported earnings numbers at face
value. Some analysts have a preference for evaluating firms based on cash flow rather
than earnings numbers, which are less subject to accounting manipulation. However, firms
also make real investment and operating decisions that affect the cash flow numbers, as
well as earnings, and managers may be motivated to bias these decisions in ways that
make the firm look better in the short run, but which hurt the firm in the long run.
Management’s Reluctance to Undertake Long-Term Investments
Anumber of financial economists have argued that the incentive of managers to gen-
erate short-term stock price performance makes managers reluctant to take on long-
term investment projects that generate low initial cash flows.3
The reluctance to take
on long-term projects arises because investors understand that managers have an incen-
tive to falsely claim that their investment projects have substantial payoffs several years
down the road. However, investors have no way of knowing whether the managers are
telling the truth about future payoffs or whether they are simply making long-term
promises to cover up their current poor performance. As a result, the market price of
a firm’s stock tends to react negatively to poor performance in the current period, gen-
erally ignoring management claims of big payoffs in the future. While this is not a
problem for managers who are interested only in the intrinsic value of their shares, it
creates problems for other managers who have incentives to keep their current share
prices high. This problem is illustrated in Example 19.2.
Example 19.2:The Incentive to Choose Projects That Pay Off More Quickly
Micro Industries has two long-term investment strategies and a short-term strategy available
to it.The cash flows, which are retained in the firm, and their present values (assuming a dis-
count rate of zero) are described below.
Cash Flows (in $ millions)
-
Years 2–11
Present
Year 1
(annual cash flow)
Value
-
1.
Good long-term strategy
$40
$80
$840
2.
Short-term strategy
60
50
560
3.
Bad long-term strategy
40
40
440
Micro Industries is not considering the third strategy, because its present value of $440
million is obviously an inferior choice.This third strategy creates a problem for Micro, how-
ever, because investors are aware of this strategy, and absent further proof, do not believe
that Micro can generate the kind of returns reflected in strategies 1 and 2 described above.
As a result, if the good long-term strategy is selected, Micro’s market price at the end of
year 1 will be only $440 million, reflecting the market’s belief that the cash flows of the
3Management’s incentive to be shortsighted in making investment choices is analyzed in Stein (1989),
Narayanan (1985), and Brennan (1990).
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19. The Information |
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Markets and Corporate |
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Strategy, Second Edition |
|
Decisions |
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Chapter 19
The Information Conveyed by Financial Decisions
663
third strategy will be realized.However, the market price will rise to $840 million the fol-
lowing year when the year 2 cash flow of $80 million is observed.If the short-term strat-
egy is selected, investors will realize its potential when the year 1 cash flow of $60 million
is observed and they will value the firm at $560 million.Which project should management
select?
Answer:If management is concerned only with maximizing the firm’s intrinsic value, it
should select the good long-term strategy.However, if managers place sufficient weight on
having a high stock price in year 1, they should take the short-term strategy because the
market price after one year will then be $560 million rather than $440 million.
In Example 19.2, management may be reluctant to select the superior long-term
strategy because the first year cash flows lead investors to believe that the company’s
future profits will be much lower than they will be in reality. However, by choosing
the lower-valued short-term strategy, investors quickly recognize the firm’s ability to
generate better than expected cash flows and reward it by boosting its stock price. The
insights of this example are summarized in the following result.
-
Result 19.3
Managers will select projects that pay off quickly over possibly higher NPVprojects thatpay out over longer periods if they place significant weight on increasing their firm’s short-term stock price.
What Determines a Manager’s Incentive to Be Shortsighted?
The tendency of managers to implement strategies with better long-term payoffs
increases as the weight that managers place on maximizing the current or near-term
stock price declines. To understand this, consider again Example 19.2 and assume that
management places a 75 percent weight on the year 1 value of the firm and a 25 per-
cent weight on its intrinsic value, implying that the weighted average payoff from the
long-term strategy (.75 $440 million .25 $840 million) is $540 million, which
is less than the $560 million payoff from picking the short-term strategy. However, if
management weights intrinsic value and next year’s share prices equally, then the long-
term strategy will be selected because the weighted average value from the strategy is
$640 million (.5 $440 million .5 $840 million), which exceeds the value of the
short-term strategy.
Anumber of policymakers and journalists have argued that the incentive to be
shortsighted, as Example 19.2 illustrates, applies more to U.S. managers than to Japa-
nese managers because the former place greater weight on the current share prices of
their firms. The basic argument for this tendency is that U.S. managers are monitored
more closely by institutional investors, are more subject to takeover threats, and have
a larger part of their compensation tied to the short-term performance of their firms.
The problem is compounded by the tendency of Americans to change jobs more often
than the Japanese. Some writers have claimed that these factors have tended to make
U.S. firms less willing to make long-term investments that ensure their long-term
competitiveness.4
4Kaplan (1994) provides evidence at odds with this basic belief. He suggests that Japanese managers
also may be strongly motivated to improve the short-term performance of the firms they manage.
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Grinblatt
1340 Titman: FinancialV. Incentives, Information,
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© The McGraw
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and Corporate Control
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Strategy, Second Edition
Decisions
664Part VIncentives, Information, and Corporate Control
