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1. Project Chariot involves a conflict of interests. Describe this conflict, who it is between, and who stand to gain or lose from this project.

The conflict of interest exists between the shareholders and the bondholders. After Project Chariot is implemented, MII will be of low debt level and HMC will be with high debt. The original bondholders will be tied to risky real estate assets with uncertain appreciation and expected income. Shareholders will gain and bondholders will lose, since splitting the company in two will give shareholders the business upside and bondholders the real-estate downside.

2. In the lecture, we saw a number of different conflicts of interest. Which of these is this project most similar to?

The risk that Project Chariot was involved in included “wealth transfer” and “risk shifting”. Under “wealth transfer” risk, the overall wealth of the company would be transferred to the equity holders from the bondholders. The restructure would leave the bondholders with downgraded securities, which diluted the value of the existing bond.

Under “risk shifting” risk, equity holders would own a call option on the combined value of HMC and MII. Equity investors will benefit from higher volatility of the business while debt holders will face larger risk, especially in the situation of HMC where financial leverage was high and interest coverage was low. The management team would have the incentive to undertake more risky projects and harm the bondholders even more.

3. Now, consider two different conceptions of managers’ fiduciary duty (see page 7-8 of the case). The narrow view (the “shareholder view”) is that managers are responsible for serving the interests of just the shareholders. The broader view (the “stakeholder view”) is that managers should also consider interests of corporate stakeholders more generally, for example employees and

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