...opportunity to analyze the decision to invest in Perry NEC Electronics. However, he asked the reasons that the NEC can take actions that destroy value and shift the value of minority shareholders Nese. Events covered allow discussion of how the concentration of ownership hinders restructuring alternatives like hedge fund investors can resist the controlling shareholders, and as underestimating the cost of institutions can lead to ownership structure, which allows the expropriation of minority shareholders. Why do shares in NEC Electronics, a publicly listed subsidiary of Japan conglomerate NEC trade at a discount to their fundamental value? Can Perry Capital, a U.S. hedge fund, restructure this subsidiary and generate significant returns? This case provides students with an opportunity to analyze Perry's decision to invest in NEC Electronics. In doing so, it asks for the reasons that NEC might take actions that destroy value and shift value away from NECE's minority shareholders. The events covered allow for a discussion of how ownership concentration constrains restructuring alternatives, how hedge fund investors might confront controlling shareholders, and how the mis-pricing of agency costs can give rise to ownership structures that allow for minority shareholder expropriation. Why do shares in NEC Electronics, a publicly listed subsidiary of Japan conglomerate NEC trade at a discount to their fundamental value? Can Perry Capital, a U.S. hedge fund, restructure this subsidiary...
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...FNCE90012 Mergers & Value Enhancing Strategies Semester 1, 2015 Lecture 1: Fundamentals Lecture 1: Fundamentals Overview of Lecture 1. Fundamentals – Takeovers, acquisitions, and mergers – Three examples – Types of mergers 2. Ownership and Control 3. Merger Statistics 4. Why Do Mergers Occur? Readings • Brealy, Myers, Allen, 2011, Principles of Corporate Finance, 10th edition, Chapter 31. 1 1. Fundamentals 2 Takeovers, Acquisitions, Mergers and Schemes • Takeover – One firm (the bidder) acquires control of another firm (the target) by purchasing the voting shares of the target from the shareholders of the target – The consideration paid by the bidder may be cash and or shares (in the bidder) – Usually conducted on a hostile basis whereby the managers of the bidder do not consult with the managers of the target firm prior to launching the bid – A full takeover involves the bidder acquiring 100% control of the target. A partial takeover involves the bidder acquiring less than 100% control. Takeovers, Acquisitions, Mergers and Schemes • Acquisitions – In general, the purchase of an asset by a firm – Includes purchases of single assets from a supplier or the purchase of the business undertaking and assets of another firm or the purchase of the voting shares of another firm Takeovers, Acquisitions, Mergers and Schemes • Merger – A negotiated deal between the managers of the bidder and the managers of the target which effectively results in...
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...Can the Market Add and Subtract? Mispricing in Tech Stock Carve-outs Owen A. Lamont and Richard H. Thaler University of Chicago and National Bureau of Economic Research Recent equity carve-outs in U.S. technology stocks appear to violate a basic premise of financial theory: identical assets have identical prices. In our 1998–2000 sample, holders of a share of company A are expected to receive x shares of company B, but the price of A is less than x times the price of B. A prominent example involves 3Com and Palm. Arbitrage does not eliminate this blatant mispricing due to short-sale constraints, so that B is overpriced but expensive or impossible to sell short. Evidence from options prices shows that shorting costs are extremely high, eliminating exploitable arbitrage opportunities. I. Introduction There are two important implications of the efficient market hypothesis. The first is that it is not easy to earn excess returns. The second is that prices are “correct” in the sense that prices reflect fundamental value. This latter implication is, in many ways, more important than the first. Do asset markets offer rational signals to the economy about where to We thank John Cochrane, Douglas Diamond, Merle Erickson, Lou Harrison, J. B. Heaton, Ravi Jagannathan, Arvind Krishnamurthy, Mark Mitchell, Todd Pulvino, Tuomo Vuolteenaho, an anonymous referee, and seminar participants at the American Finance Association, Harvard Business School, the National Bureau of Economic...
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...name, you agree that you have read, understood and followed the advice in the subject guide concerning cheating and plagiarism. Case Company: Super Retail Group (ASX: SUL) Lecturer: Dr Gerhard Hambusch Lecture day & time: Monday 3:00 PM | | Table of Contents 1. EXECUTIVE SUMMARY 2 2. COMPANY AND INDUSTRY OVERVIEW 3 3.1 Historical Company Leverage Financing & Peer Industry Leverage Analysis 5 3.1.1 Interest Coverage Ratio 6 3.1.2 Managerial Inertia Theory 7 3.1.3 Security Mispricing Theory 7 3.1.4 Pecking Order Theory 8 3.2 Optimal Leverage Analysis 8 3.2.1 Trade -Off Theory 8 3.2.2 The Dividend Imputation System in Australia 10 3.2.3 Agency Theory 11 3.2.4 Stakeholder Theory 12 3.2.5 Predation /...
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...Brunnermeier, George Constantinides, Kent Daniel, Milt Harris, Ming Huang, Owen Lamont, Jay Ritter, Andrei Shleifer, Jeremy Stein and Tuomo Vuolteenaho for extensive comments. Handbook of the Economics of Finance, Edited by G.M. Constantinides, M. Harris and R. Stulz © 2003 Elsevier Science B.V All rights reserved . 1054 5.2. Belief-based models with institutional frictions 5.3. Preferences N. Barberis and R. Thaler 6. Application: Closed-end funds and comovement 6.1. Closed-end funds 6.2. Comovement 7. Application: Investor behavior 7.1. 7.2. 7.3. 7.4. 7.5. Insufficient diversification Naive diversification Excessive trading The selling decision The buying decision 8. Application: Corporate finance 8.1. Security issuance, capital structure and investment 8.2. Dividends 8.3. Models of managerial irrationality 9. Conclusion Appendix A References 1095 1097 1098 1098 1099 1101 1101 1103 1103 1104 1105 1106 1106 1109 1111 1113 1115 1116 Abstract Behavioral finance argues that some financial phenomena can plausibly be...
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...Market-Timing Theories of Capital Structure: a Review Anton Miglo University of Bridgeport 2010 Online at http://mpra.ub.uni-muenchen.de/46691/ MPRA Paper No. 46691, posted 6. May 2013 19:07 UTC The Pecking Order, Trade-off, Signaling, and Market-Timing Theories of Capital Structure: a Review Anton Miglo Associate professor, University of Bridgeport, School of Business, Bridgeport, CT 06604, phone (203) 576-4366, email: amiglo@bridgeport.edu. This version: 2013 Initial version: 2010 Abstract. This paper surveys 4 major capital structure theories: trade-off, pecking order, signaling and market timing. For each theory, a basic model and its major implications are presented. These implications are compared to the available evidence. This is followed by an overview of pros and cons for each theory. A discussion of major recent papers and suggestions for future research are provided. Introduction The modern theory of capital structure began with and the famous proposition of Modigliani Miller (1958) that described the conditions of capital structure irrelevance. Since then, been changing these conditions to explain factors driving capital many economists have structure decisions. Harris and Raviv (1991) synthesized major theoretical literature in the field, related these to the known empirical evidence, and suggested promising avenues for future research. They argued that asymmetric information theories of capital structure are less promising than control-based...
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...The 2 research papers under study are 1. The effect of CEO ownership and shareholder rights on cost of equity share capital. 2. What motivates seasoned equity offerings? Evidence from the use of issue proceeds. COST OF EQUITY CAPITAL AND ITS EFFECTS TO THE MANAGEMENT Introduction This paper investigates the cost of equity capital and its effects to the management which intends to hinder shareholders right. The purpose of which is to investigate whether managerial ownership affects the associations between the shareholders rights and the cost of equity capital. There are two variables in the article which can be clearly identified. The variables are; 1) The shareholders rights and 2) The cost of the equity capital. 1) THE SHAREHOLDERS Shareholders should have the right to discipline the managers, who are the employees of the organization, in the case of the mismanagement or the improper use of the funds. The shareholders have right to demand for the success of the organization through competing aggressively in order to gain profitability. The shareholders have right to elect and remove the management from the office and also to access or evaluate the books of accounts of the organization. 2) COST OF EQUITY CAPITAL Rate of return of equity Current market price and the nominal value of equity capital CONCEPTUAL FRAMEWORK THE AGENCY PROBLEMS: THE MANAGEMENT VERSUS SHAREHOLDERS Whenever ownership is derived from control a conflict of interest arises. Management...
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...Corporate Dividend Policy Authors Henri Servaes Professor of Finance London Business School The Theory and Practice of Corporate Dividend and Share Repurchase Policy Peter Tufano Sylvan C. Coleman Professor of Financial Management Harvard Business School Editors James Ballingall Capital Structure and Risk Management Advisory Deutsche Bank +44 20 7547 6738 james.ballingall@db.com Adrian Crockett Head of Capital Structure and Risk Management Advisory, Europe & Asia Deutsche Bank +44 20 7547 2779 adrian.crockett@db.com Roger Heine Global Head of Liability Strategies Group Deutsche Bank +1 212 250 7074 roger.heine@db.com The Theory and Practice of Corporate Dividend and Share Repurchase Policy February 2006 Executive Summary This paper discusses the theory and practice of corporate dividend and share repurchase policy drawing on the results of a recent survey. Theoretical Considerations The table below lists the factors that are important in the choice between dividends and repurchases as a payout mechanism Factor Taxes Conveying information Management bonding Shareholder rights Investor preferences Attracting monitors Managing EPS Changing capital structure Residual policy Dominating Payout Form Depends Depends on time horizon Dividends Depends on other factors Depends on preferences Depends on other factors Repurchases Depends on other factors Depends on other factors Survey Results Dividends continue to be the most important distribution mechanism...
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...Modigliani and Miller proposition one (Modigliani & Miller 1958) assume that the composition of the firm's capital Structure is unimportant on the market value of all firms' securities, and consequently the firm's performance and shareholders' value. “The market value of any firm is independent of its capital structure and is given by capitalizing its expected return at the rate appropriate to its class. “This model depends on two keys, arbitrage and homemade alternative (borrowing on personal account). Arbitrage is the process that ensures that two firms differing on laying their capital structure must have the same performance. At the same time the homemade alternative describes that an investor holding an equity stake in a levered firm can sell his stake, raise a personal loan equal to the share that he held in the levered firm, spend the proceeds in a firm that is not levered and increase his income without additional cost. They assume that the shares of the firms within a given class both have the same expected return and the same probability distribution of expected return, and therefore can be considered perfect substitutes for each other. Modigliani and Miller proposition two This proposition is derived from the first one and it concerns he performance of a Common stock in companies whose capital structure contains some debt. The expected rate of return of a stock of any company belonging to a class is a linear function of the firm's leverage. “The expected...
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...the end, every brilliant project plan is dependent on the finance required to carry it through, financing of such a project becomes the primary concern of any planner. The financing must be done prudently so that the best of the financial instrument can be used while the negatives avoided as far as possible. Every financial instrument is applicable for certain projects. Choosing such instrument should be the focus of any project since the project will only remain on paper and never be carried out unless there is financial aid. In the present day, there are many unique financial law solutions for funding large scale projects. Following are some of them described in brief: * Project Finance Loans: Project Finance is a kind of loan structure wherein the repayment is dependent on the project’s cash flow itself while the assets, interests and rights that are a part of the project are held as collateral for the finance loan taken. This form of investment is attractive to the privatized sector since the funding of major projects off the balance sheet is possible using this method. This is one method which is timely and also innovative. It has been used in many big...
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...Quotations, 9th ed. 1901. IN THE MUDDLED DAYS BEFORE THE RISE of modern finance, some otherwisereputable economists, such as Adam Smith, Irving Fisher, John Maynard Keynes, and Harry Markowitz, thought that individual psychology affects prices.1 What if the creators of asset-pricing theory had followed this thread? Picture a school of sociologists at the University of Chicago proposing the Deficient Markets Hypothesis: that prices inaccurately ref lect all available information. A brilliant Stanford psychologist, call him Bill Blunte, invents the Deranged Anticipation and Perception Model ~or DAPM!, in which proxies for market misvaluation are used to predict security returns. Imagine the euphoria when researchers discovered that these mispricing proxies ~such * Hirshleifer is from the Fisher College of Business, The Ohio State University. This survey was written for presentation at the American Finance Association Annual Meetings in New Orleans, January, 2001. I especially thank the editor, George Constantinides, for valuable comments and suggestions. I also thank Franklin Allen, the discussant, Nicholas Barberis, Robert Bloomfield,...
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...with JSTOR to digitize, preserve and extend access to The Journal of Finance. http://www.jstor.org THE JOURNAL OF FINANCE * VOL LIII, NO. 1 * FEBRUARY 1998 Why Do Companies Go Public? An Empirical Analysis MARCO PAGANO, FABIO PANETTA, and LUIGI ZINGALES* ABSTRACT Using a large database of private firms in Italy, we analyze the determinants of initial public offerings (IPOs) by comparingthe ex ante and ex post characteristics of IPOs with those of private firms. The likelihood of an IPO is increasing in the company's size and the industry's market-to-bookratio. Companies appear to go public not to finance future investments and growth, but to rebalance their accounts after high investment and growth. IPOs are also followed by lower cost of credit and increased turnover in control. TO THE DECISION GO PUBLICis one of the most important and least studied questions in corporate finance. Most corporate finance textbooks limit themselves to...
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...Journal of Economic Perspectives—Volume 17, Number 3—Summer 2003—Pages 71–92 Executive Compensation as an Agency Problem Lucian Arye Bebchuk and Jesse M. Fried E xecutive compensation has long attracted a great deal of attention from financial economists. Indeed, the increase in academic papers on the subject of CEO compensation during the 1990s seems to have outpaced even the remarkable increase in CEO pay itself during this period (Murphy, 1999). Much research has focused on how executive compensation schemes can help alleviate the agency problem in publicly traded companies. To understand adequately the landscape of executive compensation, however, one must recognize that the design of compensation arrangements is also partly a product of this same agency problem. Alternative Approaches to Executive Compensation Our focus in this paper is on publicly traded companies without a controlling shareholder. When ownership and management are separated in this way, managers might have substantial power. This recognition goes back, of course, to Berle and Means (1932, p. 139) who observed that top corporate executives, “while in office, have almost complete discretion in management.” Since Jensen and Meckling (1976), the problem of managerial power and discretion has been analyzed in modern finance as an “agency problem.” Managers may use their discretion to benefit themselves personally in a variety y Lucian Arye Bebchuk is the William J. Friedman Professor...
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...CHAPTER ONE INTRODUCTION 1. Background to the Study Corporate Kenya is shifting its capital raising gear from corporate bonds to the issuance of rights in an effort to raise funds for growth, working capital and new investment while at the same time reigning in the cost of accessing such funds. A rights issue is an option that a company opts for to raise capital under a seasoned equity offering of shares to raise money. McClure (2005) defines a right issue as an invitation to existing shareholders to purchase additional new shares in the company. With the issued rights, existing shareholders have the privilege to buy a specified number of new shares from the firm at a specified price within a specified time. A shareholder is an individual or institution (including a corporation) that owns one or more shares of stock in a public or private corporation. Fama (1980) observes that shareholders own stock, but not the corporation. Shareholders wealth is basically the wealth shareholders get to accrue from their ownership of shares in a firm. Shareholders wealth increases either by increase in share prices that bring about capital gain or increase in dividend payments. Ng’ang’a (1999) argues that the expectation of shareholders will push the management to maximize their returns and increase the market value of the firms. There are two types of rights issue namely the public issue and privileged/private issue. The rights issue gives the existing shareholders securities...
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...(iii) research in corporate finance. Behavioural finance is an exciting new field because it presents a number of normative implications for both individual investors and CEOs. The papers reviewed here allow us to learn more about these specific implications. Keywords: behavioural finance, market efficiency, cross-section of stock returns JEL classifications: G00, G10, G11, G14, G31, G32, G34 1. Introduction The field of finance, until recently, had the following central paradigms: (i) portfolio allocation based on expected return and risk (ii) risk-based asset pricing models such as the CAPM and other similar frameworks, (iii) the pricing of contingent claims, and (iv) the Miller-Modigliani theorem and its augmentation by the theory of agency. These economic ideas were all derived from investor rationality. While these approaches revolutionised the study of finance and brought rigour into the field, many lacunae were left outstanding by the theories. For example, the traditional models have a limited role for volume, yet in actuality, annual volume on the NYSE amounts to somewhere in the region of 100% of shares outstanding. Second, while the benefits of diversification are emphasised by modern theories, individual investors often hold only a few stocks in their portfolios. Finally, expected returns...
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