Corporate Finance Flashcards
Corporate Governance
System of internal controls and procedures (checks and balances) that minimizes and manages conflicts of interest between insiders and external shareholders
Shareholder Theory
Primary focus of corporate governance is the interests of the firm’s shareholders, which is the maximization of market value of firm’s common equity
Stakeholder Theory
Considers conflicts among several groups that have an interest in the activities and performance of the firm (employees, suppliers, customers, etc.)
Principal-Agent Conflict
Agent is hired to act in the interest of the principal, but agent’s interests might not coincide with those of the principal
Information Asymmetry
Managers have more and better information about the functioning of the firm and its strategic direction than shareholders do
Related Party Transactions
Agreements or specific transactions that benefit entities in which they have a financial interest, to the detriment of minority shareholders
Stakeholder Management
Management of company relations with stakeholders based on having good understanding of stakeholder interests and maintaining effective communication with stakeholders
Legal Infrastructure
Laws relevant to and the legal recourse of stakeholders when their rights are violated
Contractual Infrastructure
Contracts between the company and its stakeholders that spell out the rights and responsibilities of the company and stakeholders
Organizational Infrastracture
Company’s corporate governance procedures (internal systems and practices)
Governmental Infrastructure
Regulations to which companies are subject
Proxy
Shareholder assigns right to vote to another who will attend the meeting (director, management, financial advisor)
Special Resolutions
Require supermajority vote for passage (two thirds or three fourths). Mergers, takeovers, amending corporate bylaws
Majority Voting
Candidate with the most votes for each single board position is elected
Cumulative Voting
Shareholders can cast all their votes for a single candidate or divide them among board candidates (greater minority shareholder representation)
One Tier Board
Single board of directors that includes both internal (executive) and external directors
Independent Directors
Non-executive directors who have no other relationship with the company
Two Tier Board
Supervisory board that excludes executive directors. Management board with executive directors. Both operate independently
Staggered Board
Elections for some board positions are held each year. Limits the ability of shareholders to replace board members in any one year
Audit Committee
Oversight of financial reporting, implementation of accounting policies, effectiveness of internal controls and internal audit, recommending external auditor, proposing remedies
Governance Commitee
Oversight of governance code, implementing code of ethics, managing conflicts of interest, ensuring compliance with laws and regulations
Nominations Committee
Proposes qualified candidates for election to the board, aligns board’s composition with company’s corporate governance policies
Compensation Committee
Remuneration. Recommends amounts and types of compensation to be paid to directors and senior managers. Oversight of employee benefits
Risk Committee
Informs board about appropriate risk policy and risk tolerance of the organization
Investment Committee
Reviews and reports proposals for large acquisitions or projects, sale or disposal of company assets or segments, performance of acquired assets
Activist Shareholders
Pressure companies in which they hold a significant number of shares for changes, often changes they believe will increase shareholder value
Proxy Fight
Seek the proxies of shareholders to vote in favor of their alternative proposals and policies
Tender Offer
Offer made for a specific number of shares of a company to gain enough votes to take over the company
Hostile Takeover
Senior managers and boards of directors can be replaced by shareholders in a move not supported by company management
Common Law System
Judges’ rulings become law (shareholder and creditor interests benefit)
Civil Law System
Judges are bound to rule based only on specifically enacted laws
Dual Class Structure
One class of shares may be entitled to several votes per share, while another class is entitled to one vote per share
ESG Investing
Use of environmental, social, and governance factors in making investment decisions (sustainable/responsible investing)
Negative Screening
Exclusionary, Norms-Based. Excluding companies in specific industries from consideration for the portfolio based on their practices regarding human rights, environmental concerns or corruption.
Positive Screening
Investors attempt to identify companies that have positive ESG practices
Best In Class
Seeks to identify companies within each industry group with the best ESG practices
Impact Investing
Investing to promote specific social or environmental goals while still making profitable investments
Green Finance
Producing economic growth achieved in a more sustainable way by reducing emissions and better managing natural resource use
Green Bonds
Bonds for which the funds raised are used for projects with a positive environmental impact
Thematic Investing
Investing in an industry or sector based on a single goal
Capital Budgeting Process
Process of identifying and evaluating capital projects (projects where the cash flow to the firm will be received over a period longer than a year)
Replacement Projects to Maintain the Business
Made without detailed analysis (can existing operations continue)
Replacement Projects for Cost Reduction
Determine whether equipment that is obsolete, but still usable, can be replaced (detailed analysis)
Expansion Projects
Taken on to grow the business (require explicit forecast of future demand –> very detailed analysis)
New Product or Market Development
Detailed analysis due to large amount of uncertainty involved
Mandatory Projects
Required by a governmental agency or insurance company (safety related or environmental concerns). Generate little to no revenue
Other Projects
Pet projects of senior management, high-risk endeavors (difficult to analyze)
Incremental Cash Flows
Changes in cash flows that will occur if the project is undertaken