LUBS2206 - Corporate Financial Management Flashcards
What is agency theory?
Agency theory provides a description of the relationship between management and shareholders
Asymmetric information
Different groups knowing varying amount of detail about a business. For example, managers tend to know more about a business compared to shareholders
Type I agency relationships
When a principal hires an agent to represent their interests
Type II agency relationship
This is the relationship between majority and minority shareholders
Who are agency issues between in a widely held firm?
In widely held firms, there is a separation between ownership and control with agency issues between managers and shareholders
Who are agency issues between in a closely held firm?
In closely held firms, the manager and shareholder incentives are aligned and the agency issues are between controlling and non-controlling shareholders
What happens in a bank based system? Give 2 examples of where this system is implemented
In bank based systems, banks are central to the process of moving funds between demanders and suppliers of capital which means that there is more active monitoring.
Examples include Germany and Japan
What happens in a market based system? Give 2 examples of where this system is implemented
In market based systems, securities markets are as important and can be significantly more important. This requires external discipline.
Examples include the US and UK
Corporate governance
Corporate governance is the system by which companies are directed and controlled
What is the impact of effective corporate governance?
Effective corporate governance leads to good risk management and internal control, accountability to stakeholders and it means that the business is behaving in an ethical and effective way
6 OCED principles of good governance
1) Ensuring the basis for an effective corporate governance framework
2) The rights of shareholders and key ownership functions
3) The equitable treatment of shareholders
4) The role of stakeholders in corporate governance
5) Disclosure and transparency
6) The responsibilities of the board
In addition to implementing corporate governance using OCED principles, what are the two committees a business should have?
Remuneration committee
Audit committee
Capital structure
Capital structure refers to the mix of equity and debt making up a company’s long-term capital
Suppose 100 shares of equity have a par value of £2 each and are sold to shareholders for £10 per share. What is the total additional paid-in capital?
(10 - 2) x 100 = £800
Suppose 100 shares of equity have a par value of £2 each and are sold to shareholders for £10 per share. What is the total called up share capital?
2 x 100 = £200
Treasury shares
Shares the company has bought back from the market
What are treasury shares a form of?
Share repurchase
If the number of treasury shares increase, what happens to leverage and EPS?
Leverage increases and the number of shares outstanding is reduced so earnings per share (EPS) increases
What does the basic MM theorem state?
The basic theorem states that the value of a firm is unaffected by how that firm is financed.
MM Proposition I (no taxes)
The value of the levered firm is the same as the value of the unlevered firm because individuals can undo the effects of leverage through homeamade leverage
MM Propositions (no taxes) assumptions
1) No taxes
2) No transaction costs
3) Individuals and firms can borrow at the same rate
MM Proposition I (no taxes) formula
V(Levered) = V(Unlevered)
Homemade leverage
An investor can recreate the effects of corporate leverage by borrowing or lending personally
Describe the relationship between leveraged equity, risk and expected return
Leveraged equity has greater risk, therefore should have a greated return as compensation. This means that expected return on equity is positively related to leverage because the risk to equity holders increases with leverage
MM Proposition II (no taxes) idea
The cost of equity rises with leverage because the risk to equity rises with leverage
MM Proposition II (no taxes) formula
R(S) = R(0) + (B/S) (R(0) - R(B))
where R(S) is the cost of equity capital, R(0) is the cost of unlevered equity capital, (B/S) is the debt-equity ratio and (R(0) - R(B)) is the cost of debt capital
Weighted average cost of capital formula
WACC = (S/(S+B)) x R(S) + (B/(S+B))
x R(B) x (1-t)
Explain the impact of corporate taxes and the ‘tax shield’
Corporate leverage lowers tax payments. The interest tax shield means that leverage reduces cash outflows and thus adds to corporate value.
MM Propositions (with corporate taxes) assumptions
- Corporations are taxed at the rate t on earnings after interest
- No transaction costs
- Individuals and companies borrow at the same rate
MM Proposition I (with corporate taxes) formula
V(L) = V(U) + tB
Where tB is the present value of the tax shield
MM Proposition II (with corporate taxes) formula
R(S) = R(0) + (B/S) * (1 - t) * (R(0) - R(B))
3 types of financial distress costs
Indirect, direct and agency costs
Give 3 examples of indirect costs
- Impaired ability to conduct business
- Suppliers demand cash
- Loss of staff/trust
Give 3 examples of direct costs
- Lawyers and other advisors
- Admin and accounting fees
- Expert witnesses
Give 3 examples of agency costs
- Excessive risk taking
- Under-investment
- ‘Milking’ the property
Describe how agency costs occur
When bankruptcy threatens, there is often conflict between shareholders and bondholders which creates agency costs
Describe ‘milking’ the property
‘Milking’ the property occurs when the business pay out extra dividends in times of financial distress which leaves less in the firm for the bondholders and causes conflict between the shareholders and bondholders
What is a protective (restrictive) covenant?
An agreement that requires the borrower to either take or abstain from specific actions
Give 2 advantages of protective covenants
- Maintain working capital at a minimum level
- Furnish periodic financial statements to the lender
Disadvantages of protective covenants
- Limitations on the amount of dividends a company may pay
- Cannot pledge any of its assets to other lenders
- Cannot merge with another firm
- Cannot sell or lease major assets without approval of the lender
- Cannot issue additional long-term debt
What is the consolidation of debt?
The act of combining several loans or liabilities into one loan to reduce conflicts
Value of the unlevered firm formula
V(U) = [EBIT(1-t)] / R(0)
What do the articles of incoporation set out?
They set forth the number of shares that can be issued
Give 3 examples of things that convince managers to work in the best interest of the shareholders
- Compensation based on the value of equity
- Share option plans
- Threat of a proxy plan
The proposition that the cost of equity is a positive linear function of capital structure is called…
MM Proposition II
The optimal capital structure will tend to include more debt for firms with…
…lower probability of financial distress
When is WACC at its minimal point?
When a firm is operating with the optimal capital structure the WACC is at its minimal point
What is signalling theory?
Investors may be able to treat changing debt levels as a signal of firm value because rational firms are likely to raise debt levels when profits are expected to increase
What is the order of preference for sources of finance in the pecking order theory?
1) Retained earnings
2) Debt
3) Preference shares
4) Equity shares
Give 3 implications of the pecking order theory
- There is no target amount of leverage
- Profitable firms use less debt
- Companies like financial slack
Principles of market timing theory
- Firms will have more equity if they need funds when their market to book values are high
- Firms will have more debt if they need funds in low market to book periods
When does financial distress occur?
Financial distress occurs when a firm’s operating cash flows are not sufficient to satisfy current obligations
Symptoms of financial distress
- Dividend reductions
- Plant/ store closures
- Losses
- Layoffs/ redundancies
- CEO resignations
- Plummeting share prices
Give 3 possible reasons for financial distress
- High leverage ratio
- Poor operating performance
- Recession
Insolvency
The inability to pay debts
When does value-based insolvency occur?
Value-based insolvency occurs when a firm has a negative net worth
When does flow-based insolvency occur?
Flow-based insolvency occurs when operating cash flow is insufficient to meet current obligations
Firms that cannot emerge out of financial distress have two options, what are they?
Liquidation and reorganisation
What is liquidation?
Liquidation is the option of terminating the firm as a going concern. It involves a ‘fire sale’ of the assets and transfer of the proceeds to the creditors in order of an established priority of claims
What does liquidation require?
Court approval
What is reorganisation?
Reorganisation is the option of keeping the firm a going concern. It sometimes involves issuing new securities to replace old ones
What is the order of priority of claims according to the absolute priority rule (APR)? Hint: there are 9 items in the list
1) Admin expenses associated with liquidating the bankrupt’s assets
2) Unsecured claims arising after the filing of an involuntary bankruptcy petition
3) Wages, salaries and commission
4) Contributions to employee benefit plans arising within a set period before the filing date
5) Consumer claims
6) Tax claims
7) Secured and unsecured creditors’ claims
8) Preference shareholder claims
9) Ordinary shareholder claims
What happens in administration?
In an administration, the administrator will attempt to restructure the liabilities, look for a buyer for the whole business or break up into viable parts
What is pre-packaged administration?
The combination of private workout and legal bankruptcy and is the process of selling the assets of a company immediately after it has entered administration
Give 3 advantages of pre-packed administrations
- The firm emerges from administration quickly with less cost
- It enables the administrator to realise a greater amount for the assets due to business continuity and the goodwill of the company being preserved
- Employees of the company are usually transferred to the new company preserving jobs
Z-score models??
What are the 3 valuation techniques for the levered firm?
1) Adjusted present value (APV)
2) Flow-to-equity (FTE)
3) Weighted average cost of capital (WACC)
R(0)
Unlevered cost of equity for an all equity firm (unlevered cost of capital)
R(S)
Levered cost of equity for a firm with debt in its capital structure
R(B)
Pre-tax cost of debt (interest on debt)
B
Amount of debt
t
corporate tax