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			MBA 610 Financial Management (Five Week Class) Spring 2010 Course Overview This is the Advanced Finance Class at most universities. It is targeted largely at Corporate Finance. Syllabus-- Syllabus 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: Class participation, attendance, Homework 25% Cases 15% Midterm 25% Final 35% 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. Here is the podcast where I will be posting the lectures when possible (some might be too large). The page is pretty bad, but go down to the bottom and it works. This is the "alpha" version of their site and they need some improvements. ;) but t is free and readliy accessible, so I can not complain too much. ;) Submission of test questions site: Submission of comments, discussion. 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: Ratios projecting cash flow statements Time Value of Money Present value Future Value What is a bond? Bond pricing and types of bonds Also if you are looking for help in stats, may I recommend The Statistics Homepage. It is good. Actual new stuff begins here Why study finance What is Finance? Human Nature Nexus of contracts and conflicts of interest Shareholders as monitors--why are shareholders so important We will spend quite a bit of time here Pulling the goalie: "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. Saturday--review of time value of money and valuation Time Value of Money--Present Value, Future Value Quick Recap of valuation, Spreadsheet for bonds History of returns Review of Portfolio Math and Valuation Discussion of Normal distribution RISK and Return--what is risk? Systematic vs non systematic Risk aversion (video), notes for those who want more A visual look at correlation coefficients 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. http://papers.ssrn.com/sol3/papers.cfm?abstract_id=346600 Week 2 Market Efficiency Dean Labaron provides a good introduction, Damodoran has a bit more academic look. Overview: Class notes Anomalies from Investorhome.com Discussion of whether markets are efficient or not. Definitely read this! Summary of behavorial Finance speech by Michael Brennen Much more on Bahavorial finance to follow...stay tuned Football, Baseball, Weather, and more on behavorial finance Required readings: (read the whole thing of these) Ray Ball's The Theory of Stock Market Efficiency (from Revolution Book) Summary is available: Ray Ball's Article-- Summary of Fama's 1991 Market Efficiency paper Theory of Stock Market Efficiency-Ray Ball (Summary available) Fama 1991—Efficient Markets II What is Insider Trading? Insider trading discussion: Good or bad? What managers might do: release bad information prior to option grants examples os insider trading from class About.com (if you do not mind the pop-ups, has a good discussion that includes Barry Switzer 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 Stock Market Insider Trading: Victims, Violators And Remedies Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect by William Wang http://papers.ssrn.com/sol3/papers.cfm?abstract_id=237803 The Relationship between Insider Trading and the Bid-Ask Spread: A Critical Evaluation of the 'Adverse Selection' Model by Dolgoplov http://papers.ssrn.com/sol3/papers.cfm?abstract_id=440380 Envy, Jealousy and Insider Trading: The Case of Martha Stewart by Jeanne L. Schroeder 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 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. Why are there so many types of securities? a look at Convertible Debt, Callable debt, Puttable debt Non investment grade debt Private vs. Public International Differences Types of equity 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 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 Week 3 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 Jay Ritter is simply put "the man" when it comes to IPOs. Not only do he and Ivo Welch have a classic review article on IPOs, he also has most of the very influential IPO papers as well. Moreover, his website is a wealth of IPO data and papers. For example he provides evidence of underpricing on a year by year basis as well as waves, and international IPO underpricing. He also has a very cool table on the amount of money left on the table by various firms and a list of firms that went up by at least 100% on the first day of trading. He is also the person most responsible for the long run underperformance literature. Why do companies go public? By Pagano, Panetta, and Zingales Why underpricing? Maybe threat of lawsuits (Lowry and Shu 2002) A summary of Brav and Gompers on the long run underperformance of IPOs. Are waves irrational? Maybe not. Maybe changes in real options. Very good article by Pastor and Veronesi. Advertising and IPOs? They seem to be connected. As does underpricing and analyst coverage. SuperBowl and IPOs? Yep there is a connection! End of Lock-up periods Make some noise!. The quiet period is over! TIme for analyst coverage to begin. Ritter and Loughren on how IPOS have changed Recent IPO filings: from IPO Monitor Below this is not on test 1 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 On the other hand, in the Journal of Financial Intermediation, Hirtle finds that profitability at banks who do repurchases does in fact increase following the repurchase. http://www.olin.wustl.edu/jfi/vol12.htm#Repurchases 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) My notes, Notes from NYU notes from text book Notes from Capital Resources LLC 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!) Week 4-- 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. from erisk.com LTCM from The Risk Institute Long Term Capital Management case the view from the Fed's Patrick Parkinson the cry for more regulation was not widely accepted. 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, htis 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. Practically, governance issues often come down to disagreements about Executive pay, shareholder voting, poison pills and other areas of entrenchment.. Muslu , Xie, and Neilsen in separate articles find that the level (lower), form of pay (more or less incentive based), and transparency is affected by the board makeup. The NY Times reports much the same in "Pay often set by non-independent compensation committees." Discussion from Christian Brothers (CBIS) on Proxy voting, Proxyinformation.com, and maybe the easiest to follow from Pax funds. 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: The Corporate Library http://www.corpgov.net/ 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: Enron Case Haley and Palepu Measuring the Effectiveness of Different Corporate Governance Systems: towards a more Scientific Approach--Macey Boot and Macey have a good paper looking the choices of objectivity and control. VERY good! Adelphia: Springfield Power Case Week 5 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 Generally overall value is created. Most of this goes to shareholders of target. From Jensen and Ruback (1983) Target % Bidder % Tender offer 30% 4% Merger 20 0 % Proxy contest 8% NA Unsuccesful bids may have value if they improve management or if they put firm in play. Bradley, Desai, and Kim (1983) fidn that those firms who do not receive another bid give up their abnormal returns in 2 years. How a merger can destroy value Dissynergy--Comment and Jarrell---can you say deworsifcation Megginson, Morgan, and Nail find that focus decreasing (i.e diversifiying deals) destroy value. Maybe they destroy value by signalling overvaluation? That is one interpretation of Loughran and Vijh (1997) Corporate culture Chrysler Hostile vs friendly Hostile deals get the publicty Most deals are friendly how to fight acquistions Pre--Maximize Shareholder value! shark repellants Super majority Fair Price Amendments Staggered Boards Posion Pills Post offer (i.e. you are in play!) Asset restructuring --selling crown's jewels, one time dividend Buyback--possibly greenmail Litigation-sue everyone Make it political Pac men and White Knights Other forms of restructring: Carve-outs--selling a division (generally part of division) to public in form of IPO Spin-offs--giving shares to existing shareholders Tracking stock Key questions Parachutes: Good or bad? Why do we allow managers to fight takeovers? Discussion of Junk Bonds and Milken International differences Corporate Ownership and control in the UK, Germany, and France—Franks Financial Planning is the starting point Short Term Finance Not short term thinking. Cash Management Break time Multinational finance Why do business internationally? Benefits Risks Country Risk-unexpected changes in country's business environment Political from taxes to nationalization, protectionsim, and expropriation Financial--currency risk--MUCH easier to hedge Hedging --why? net or by division? What to hedge? Transaction exposure--easy Operating Exposure-more difficult Translation exposure-marginal usefulness Differences Cultural Legal and infrastructure Investor protections Insider trading laws Bribery Environmental Should US laws pertain to US firms? Government involvement How to do business internationally Continuum from using agents to foreign branches to licencing (franchising) to Joint Venture/Merger International Corporate finance International Capital Budgeting Raising capital internationally Blocked funds Cost of capital Taxes Mergers and Acquistions Executive pay--A look at Japan--from Kato Case: NatWest Takeover Battle-definitely not the final version. An excel file of stock prices--just hit cancel when it asks for a password A longer and earlier version (sorry for mistakes) but it has more tables Catch-up/review Trends in finance What we know what we do not know Tying it back together Using finance in life Final: Noon start. 2:30 hours to take it.

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