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While it is on the Syllabus, I wanted to have
another
reminder, cheating will not be allowed and will result in a F grade for
the class if I can prove it.
here is the link to the
text's main web page for students . It has quite a
few useful
pages of notes and online quizzes. I am sure the quizzes will
help also for tests!
Administrative stuff:
here is the link to the text's
main
web page for students . It has quite a few useful
pages of
notes and online quizzes. I am sure the quizzes will help
also
for tests!
Link to mini-corporate
summaries Many of the newer articles appear on the
FinanceProfessor
Blog.
Some articles as well as class announcements will also appear on the Finance Class blog.
I highly recommend you "subscribe" to each of the blogs.
After a long hiatus since few people were using
it, I will be starting up the podcast
again. If nothing else it will help if you have to miss
class..
BEFORE
PANIC SETS IN: Yes, there is a great deal of reading.
However, I
am sure you can handle it. I really only want you to be able to get the
top one of two things from each article. From many of the links you do
not even need to do that, but rather the links serve as means of
documenting things for class (so you know I am not just making things
up;)). YOU DO NOT HAVE TO READ EVERY WORD! If you
get the
main point (or in some cases a couple of points) from the papers, I am
generally quite happy. :)
I would much rather you learn the material than worry about a
grade. Learn the material and the test should take care of itself.
But really know the material. become an expert it
will help
you and make it more fun at the same time. .
Notes:
These notes are constant works in process. They will likely
be
updated repeatedly though out the year. They serve as a much
better indicator of what is due when then does the syllabus (which is
made once and then does not change). For that reason you
should
make a practice of printing the notes just before the class if at all
possible.
Week 1
Welcome to class!
Please read the Summaries (the introductions
and conclusions couldn't hurt either for the real ambitious) for the
first 12 chapters of the text.
In past semesters I had several requests
for
review
material, so here some
links from my introductory corporate finance page that should help. We
will not spend much time on these, but you are expected to know it.
Review material that you may find useful:
Spreadsheet on Bond Pricing and Duration
Spreadsheet on the importance of saving and we used to show the
importance of assumptions
Video section: Want another angle on it? Here are some videos that might help:
From SavingandInvesting, PE ratio valuation,
Also if you are looking for help in stats, may I
recommend The
Statistics Homepage. It is good.
Week 2
Here is the bond pricing and Duration spreadsheet we used in class.
Here is the spreadsheet we used to show the importance of assumptions in long term future value assumptions.
Equity Valuation Review
Quick
Recap of valuation,
Be able to show why valuation and capital budgeting are largely the same thing.
new stuff begins here
We will spend
quite a
bit of time here
Pulling the
goalie? These articles are similar in nature to the idea of pullie the goalie when behind in a hockey game.
"Galai
and Masulis (1976) show that debt in the capital structure may give
shareholders the incentive accept risky negative NPV projects and pass
on safe positive NPV projects. This
happens when the benefits of the project must go to pay off debt
holders. The
shareholders will want to take on a risky project (even if it has a
negative NPV) in order to have a chance at getting paid after the debt
holders have been paid."
"Chevalier and Ellison (1996) apply
similar logic and show that mutual fund managers who have
underperformed their benchmarks increase the risk of their selections
in order to “catch-up.”
This is partially
because of the high correlation between cash inflows into the fund
(i.e. “new money”) and recent fund performance. In
both settings, the situation is similar: unless something
“big”
happens, the principals get no, or a dramatically reduced, return. This creates incentives to take
risks that in other settings would appear irrational."
Want a football
example? Click here.
Week 3
Review
of Portfolio Math and Valuation
Discussion
of Normal distribution : Taleb's Video--be able to understand why he does not like "Normal finance "
RISK and
Return--what
is risk? Systematic vs non systematic
Risk aversion (video),
notes
for those who want more
What's it all means: diversify!,international
correlations (home
country bias),commodities,
real
estate, market
neutral hedge funds, easier
one on hedge funds
Notes on CAPM
Why study CAPM if
it doesn't work? Long answer but theory is
important and the idea that systematic risk is important.
Sharpe
Ok, so CAPM may or may not
work. There is still a soft spot in my heart for
CAPM. Why?
Because it is such an important and elegant model and I still think it
should work. But of course most research over the last decade
suggests it does not work very well (example Fama And French!). Now why
it does not work is the real fun. Is it the model? The market? The
researcher? Or some combination of the above? Research from Ang and
Chen finds that the time period studied matters as well. For instance,
from 1963 on there appears to be a Value anomaly. However, this
disappears when the 1926-2001 period is examined and “the
market factor
alone is able to explain the spread of average returns of these
portfolios.” [note the portfolios were created based on book
to market
values.] Further they find evidence of a time-varying beta relationship
where value stocks (i.e. high book to market or equivalently and more
commonly in the popular press low market to book ratios)
“were risky in
the early part of sample, but not in the latter part. This could be
really big.
Fama-French
Three Factor Model from Wikipedia
, from MoneyChimp,
Links likely to be useful to you:
A
Market Efficiency
Dean
Labaron provides a good introduction, Damodoran
has a bit more academic look.
Overview:
Class notes
Bubbles
and more on Bubbles
from Damadoran
Football, Baseball, Weather, and more on behavorial finance
Required readings: (read the whole thing of these)
Theory
of Stock Market Efficiency-Ray Ball (Summary available)
Fama
1991—Efficient Markets II
Dimson
Videos on Wisdom of Crowds
What is
Insider
Trading?
A paper by Bainbridge
that looks at Insider trading (great Bibliography and
literature
review
Will talk
about the
following in
class, but do not worry too much about the specifics until then
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=440380
http://papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=216210
See
if insiders at your firm have been trading,
Good
description of what is and is not allowed
Google search I created.
Try it out for insider trading
An
older paper on Behavorial finance and Market efficiency by Fama
Behavioral
finance Primer by Jay Ritter
some from Wikipedia
Fast recap of Market Efficiency
Capital
Budgeting: NPV, IRR, etc
Capital Structure:
Capital structure decisions
are basic part of doing business yet often misunderstood. In
terms of modern financial theory and EMH it should not matter what we
issue as there is a zero NPV. Managers, however, spend much
time
worrying about what to issue and when.
Why? Partially
because some of the assumptions we use in developing EMH do not hold,
partially because of transaction costs, partially for agency cost
reasons, and partially because the Investment banking community is
convinced that what firms issue does matter.
Chapter
14
notes : essentially definitions/review of what financing
alternatives are available
Notes
on Capital Structure
Efficient
markets
and capital
structure--Modigliani
and Miller
Does
it hold
in practice?
In
a
Modigliani and Miller world when corporate taxes are introduced,
the optimal debt level increases. Desai, Foley, and Hines have a cool
paper that finds, among other things, that this positive relationship
between tax rates and interest does hold. FWIW one of the
“other
things” that influences debt financing is the interest rate:
the higher
the interest rate, the less debt firms use, which fits nicely with
the story above! (BTW, yes this is predominantly intended as
an
International Finance article, but it is cross-listed here because it
is so relevant.)
http://papers.ssrn.com/abstract_id=405023
Philippon
examines firms' capital structure empirically and
theoretically.
He finds that firm value does not exactly fit the static
trade-off model. Specifically he finds that low levels of
debt
are not accompanied by as low of firm values as would be
expected. However, in other areas, what we have been teaching
seems exactly right: more growth options means less debt,
highly
profitable firms do have higher target debt ratios (even though they
may not all be at the targets), and expected future financing deficits
makes financial slack more valuable.
Interestingly, he also finds some evidence that managerial power (as
proxied by CEO tenure) is associated with lower levels of debt. READ
IT!!! :)
http://papers.ssrn.com/paper.taf?abstract_id=503863
Capital Structure Debt is good, debt is bad ("Debt
makes good times
great, bad times horrible")
Financial Distress costs and investments-- Whited
1992
Pecking
order--Myers and Majluf. The "Quess what I am
thinking" game!
Types of debt-
-
Treasury Bonds,US Agency Bonds, Strip
bonds,
Corporate Bonds, Callable bonds, Convertible bonds,Puttable bonds,
Floating, Fixed, Extendables, Sr. Debt, Jr. Debt, Asset backed,
Mortgage backed, Debentures,Income Bond,Eurobond, Zero Coupon, Original
Issue Discount Bonds, General Obligation, Revenue, reverse floaters,
etc.
- Non investment grade debt
Private vs. Public
International Differences
a look at Convertible
Debt, Callable debt, Puttable debt
Common- what rights do you get?
Prefered - why does it exist? If it looks like debt and smells like
debt, ut is not necessarily debt!
Super shares--letter stock
Why are there so many types of
securities?
Many needs, many niches: Financial Engineering
Does
the Pecking Order still hold? A mini lesson.
So if it is not the pecking order, what is it? A closer look
at
debt financing
What else influences the type of debt a firm
uses?
Denis
and Mihov find that the largest determinant is the credit rating of the
firm. In their
JFE article, they report that high quality firms are more likely to opt
for a public issuance while medium rated firms take the
bank debt route and low credit rated firms go for private debt
placements. However, credit quality is by no means the only
determinant.http://jfe.rochester.edu/02195.pdf
For example (Barclay
and Smith 1995) report that riskier firms use shorter term
debt and Petersen
and Rajan 1994 fomd that bank relationships are especially
important for smaller firms.
Kisgen reports that managers manage capital structure in a way to
prevent downgrades and to get upgrades. For instance firms that "are
near a change in credit rating" make moves to improve their rating by
issuing less debt and retiring more debt.
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=355680
Want still more on debt financing? Ok, but only since you are nice.
;) Baker, Greenwood, and Wurgler report in a JFE piece that
firms
also time debt obligations. When long-term rates are low, the firms try
to capture these “low” rates, by issuing
longer-term debt. Which, while
not surprising, may be further evidence that market efficiency is not
market perfection and that the financing waves we see may make sense
(and cents) after all.
http://jfe.rochester.edu/02219.pdf
-
Financing
Corporate
Growth—Cornell and Shapiro
-
Convertible
Bonds: Matching
Financial and Real Options
-
What do we know about Stock
Repurchases—Grullon and
Ikenberry
- Largely from chapters 14-20 in book
Several papers have shown that capital structure
does
impact
operations. For instance a few papers have looked at grocery
stores and leverage. For instance after LBOs, stores raised
their
prices and another
paper has found that those with high debt had more out of
stocks.
Famous "
Smith-Masulis " papers
Capital
Structure articles from the Blog.
Introduction
to Security Issuance
Asquith
and Mullins have the classic paper in this area. It is a tad
dated
(1986) but is still pretty much the gold standard.
Rights
issues
Capital structure review--
Raising capital
continued--IPOs--some blog
enries on IPOs
Recent IPO filings: from IPO
Monitor
The flip side of security issuance---
Dividends and Buybacks-- notes to follow
Dividends can act as a signal---Venkatesh
Do Dividends and Buybacks improve performance? Maybe.
In
an
upcoming JF, Grullion and Michaely give us an in depth look at stock
repurchases. They find more buybacks and that the buybacks reduce the
free cash flow problem. They also find that buybacks apparently do
not signal improved operating performance in the future.
Cool factoid:
"between 1984 and 2000 corporations spent approximately 26 percent of
their annual earnings on repurchases." Additionally, the paper brings
up some interesting questions. Probably the most interesting question
is why stock repurchases lead to lower systematic risk?! My guess is
that there is a confounding variable at work. Specifically, suppose
that firms who have seen recent increases in slack (so lower leverage)
are more apt to do buy backs. These same firms would be more likely
than their peers (who have not seen their leverage drop) to have lower
systematic risk. Which is a bit of a stretch, but is consistent with
the finding.
http://www.afajof.org/Pdf/forthcoming/repurchases.pdf (link won't work--keeping up for reference)
On the other hand, in the Journal of Financial Intermediation, Hirtle
finds that profitability increases at banks who do repurchases.
http://www.olin.wustl.edu/jfi/vol12.htm#Repurchases
Some of
this disagreement is likely from the various biases that result in
studies following major restructurings and takeovers. For
instance, see
Below this is not on test 1
Leasing
Why
lease?
There are many reasons firms lease but in the end
they
mainly boil down to lower taxes or lower transaction costs.
Forbes
has a very basic (does not really live up to their usual standards)
look at leasing. One highlight:
"The primary
advantage
of leasing business equipment is that it allows
you to acquire assets with minimal initial expenditures. Because
equipment leases rarely require a down payment, you can obtain the
goods you need without significantly affecting your cash flow"
Other
(admitedly biased) resources are Lease Source, SOKKIA
Types
of
Leases: Operating vs Capital (Financial)
Comes down to which is cheaper. Many financial calculators to
help you decide. Looking for positive NAL (Net Advantage to
Lease)
Calculator from Lease vs Buy,
Smith
and Wakeman's 1985 paper still helps clarify my thinking on
leasing
more than just about anything else.
Derivatives:
What
are they?, notes on
how to price them using
the Black
Scholes formula, Put
call parity
How to use them: DRAW PAYOFF DIAGRAMS!
Why use them? Speculating (leverage gives you much
power), stock options can help align incentives (with some problems)
Hedging
(operational
hedging
and financial hedging) can lowers risk, can positively impact
cashflows, lowers expected taxes, make it easier to monito management,
and allow management to do what they do best and not worry
about
what is beyond their control. Hedging can also allow firms
better
access to capital markets (SEE Simkins,
Carter, and Rogers and Allayanis and Weston 1998)
Why studying them is important even if
you do
not personally plan to use them:
Derivatives are
explosive, zero-sum
games. Used correctly they can be powerful tools, used
incorrectly they can blow up in your face. Knowing
this may
allow you to prevent the problems from happening at your firm or firms
you do business with.
Here are just a few of the debacles,:
Orange
County, Barings,
LTCM,
Bankers
Trust (although this argues for being stupid!)
Reading the entrails, a look at Implied Volatilies (there are hundreds
of others but I might as well use my one ;) )
-
OPEC paper
(Horan, Peterson,
and Mahar 2004)--Finds that IV increases prior to meetings
by OPEC, decreases once assymetry is resolved
-
Godbey
and Mahar (RIF, Forthcoming 2004) found that IVs increased
for
firms audited by Andersen during Enron problems--
-
Real Options--Football
example Rodney Paul and me.
- Implied volatility is a good forecast of actual
future
volatilty, but not perfect and its predictive abilty declines with
volume (that is when options do not trade much, the IV is not as
informative. (Godbey
and Mahar 2007)
In
sum, Derivatives are powerful tools. Used correctly they help
greatly, used incorrectly they really can hurt!
Long
Term Capital Management is a particularly good case dealing at least
some with derivatives. If no one selects it as a case to
present
in week 5, we will spend some time going over it in class.
Corporate Governance
Talk about hot
topics!
Corporate Governance has been on the front page of all major papers and
has attracted much attention in academic world as well. It
boils
down to conflicts within the Nexus. Generally this focuses on
manager and shareholder conflicts.
Here are a few notes on the topic from past
newsletters, a speech by Alan
Greenspan on the topic, an independent study paper
by Joe
Haller (former SBU MBA student) and a class project on the topic from Andy
Bubbs (former SBU student).
Does governance matter? Definitely, but it is often difficult to
measure how much it matters. For instance looking at studies that show
separate CEO-Chair positions are often driven by multiple factors and
the choice is somewhat endogenous.
However there is much evidence suggests that governance
matters.
Looking at cross listing literature, Nofsinger and Weaver (2003) report
that that one reason firms cross list (especially to the US) is to
increased investor protections--Caveat, this is not universally held.
Additionally, there is much other international evidence (where the
difference between strong and weak governance is more pronounced than
in the US) that shows that governance does matter. For
example Black,
Jang, and Kim report that shareholder wealth is strongly
positively
related to strong governance. Similarly Black
finds the same evidence in looking at Russian
Firms. And a
whole bunch of people do the same for Chinese
firms.
A few videos from UCLA professors on governance and differences between the US and Japanese systems.
From a practical perspective, governance issues often come down to disagreements about
Executive pay, shareholder voting, poison pills and other areas of
entrenchment..
Some videos:
On differences in US-Japanese governance,
Transparency and Governance
Where
does
auditing fit into
this? Can't improve things unless we know what is going
on.
Better earnings
quality and transparency lead
to lower underpricing in IPOs.
Chaney
and Phillpich (JAR 2002) find that stock prices
dropped as
Andersen's reputation worsened. Also Callen
and Morel as well who find that with a similar
results with a slightly different sample, Godbey
and Mahar (RIF 2004) find that auditor reputation
helps mitigate the information asymmetry problem.
(FWIW this is an early edition of the paper, I am not sure how to get
around copyright laws, so I just put up working papers)
What
is
Wrong with Corporate
Governance?
See Enron, Adelphia,
Tyco, NYSE,
etc., etc. The list goes on and on. We will talk
about some
of the cases in class.
Too high of
stock prices?
Jensen
talks about what led to the governance crises we saw at Tyco, Enron,
etc. A big part of the answer may be overpriced equity. Why?
A
stock price that is overvalued is caused when investors have overly
optimistic expectations. Thus, if the investors were to learn the
truth, the stock price would fall. This creates an incentive to hide
information from investors. Moreover, to keep the stock price high,
management may be willing to take more chances and further hide the bad
results. Typical control mechanisms fail to work on this problem. For
instance, stock based pay makes the problem worse and the takeover
market fails miserably since no one would want to take over an
overpriced stock. Jensen suggests one solution: the board providing
more information (including to short sellers).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=480421
Lack of
transparency
is likely the
most severe problem.
What
is
Right with Corporate
Governance?
Bauer,
Guenster, and Otten look at the governance practices of European firms.
By grouping the firms into portfolios, the authors
find that valuation and governance are “positively
related.” Interestingly, they do not find the same
relationship when various
“earning based performance measures” were examined.
(my
guess as to why the latter finding exists: fewer accounting games are
played where there
is good governance. This game playing would skew any ratio comparison
based on accounting numbers.) Link does not work---
US' system good
but can be improved.
A few sites
that you
may find
useful:
Executive
Compensation
Executive
compensation notes
Much of both the level and form of pay can be
quickly
summarized in
these simple models.
LOWER---------------------Level of
Pay----------------------------------HIGH
Assets in
place
Growth options
Small
Large
Regulated
Unregulated
---------------------------Form
of Pay---------------------------
Straight Salary is a higher
proportion
Market-based pay is more important
Assets in
place
firms with many growth options
Small
Firms
larger firms
Rgulated
Firms
unregulated firms
The
SEC's
information on executive compensatation
Executive
Compensation Resources
the AFL-CIO's
site, while biased, is a good resource
Papers
Erickson,Hanlon,
and Maydew---GREAT!!!!
A
look at where we have failed---ok, so it is cynical and
somewhat
anti-market
It's
the form,. not the level--Jensen and Murphy
Blog
entries
Gibson
and Chesney point ou that call options are a staple in Executive pay
packages, but the use of the options has come under attack for giving
managers the incentive to take advantage of their
informational
advantages to the detriment of shareholders and other stakeholders. In
fact the authors go even further and find that use of options can
worsen what they call an “incentive to
cheat.” Interestingly one
suggestion they have
for
solving this problem? Make the pay package include put options! This
might lessen the incentive to “cheat” but would
likely open
a whole
other set of problems by creating an incentive to lower stock prices.
http://papers.ssrn.com/paper.taf?abstract_id=488565
For a more “real world” look at options, CFO.com
provides a
survey that documents that at least some of the problems
Gibson
and Chesney suggest do in fact happen. READ IT!
http://www.cfo.com/Article?article=14397
Required Readings:
Adelphia:
Springfield
Power Case
Market
for corporate Control (mergers,
takeovers, etc)
The Market for
Corporate Control:
in some ways
this is
what happens if internal measures do not work.
Off line
Readings:
Is American
Corporate Governance
Fatally Flawed? –Merton Miller
Takeovers:
-
Merger:
absorption of firm A
by firm B...in end all are mergers
-
Acqusition
of
stock: Purchase
either in open marget or tender offer
-
Acquistion
of
Assets
-
Proxy
contest
-
Tax implications: if deal is seen as a table
event:
trigger capital gain, if not then no taxes now.
also steeped up depreciation
Types
Horizontal
merger_acquiring competitor
Conglomertae merger--diversifying
Vertical mergers--taking over a supplier or distributor. Why?
Be careful!
Fan and Goyal
find
that there are
postivie abnormal returns from vertical acqustions.
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=296435
Takeover
waves
(and types)
History lesson
1898 to early
1900s--Horizontal
mergers
1920s--vertical mergers
1940s--regulatory driven
1960s conglomeration
1980s Leveraged bust ups
late 1990s to now: tech and regulatory as well as vertical
These
in
part of can be
explained by the Agency costs and by stock price overvaluation.
These latter
hypotheses won
support from Gugler,
Mueller, and Yurtoglu (2003)
Hostile
or Friendly?
LBO--Opler finds
improved performance following deal. Why? Best
guess is
better incentives
Laws
How a merger
can create value
-
Economies
of
scale
-
Economies
of
vertical
integrtaion (lower Transaction costs)
-
Combining
compliemtary assets
(drug company and sales force)
-
Synergy
-
Marketing
or
distribution
-
Market
power--Esp
with
horizontal mergers
-
Elimination
of
poor management
-
Access to a. materials b.
customers, c.
capital
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