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CHAPTER 1

THE FOUNDATIONS
“It™s all corporate finance” My unbiased view of the world

Every decision made in a business has financial implications, and any decision
that involves the use of money is a corporate financial decision. Defined broadly,
everything that a business does fits under the rubric of corporate finance. It is, in fact,
unfortunate that we even call the subject corporate finance, since it suggests to many
observers a focus on how large corporations make financial decisions, and seems to
exclude small and private businesses from its purview. A more appropriate title for this
book would be Business Finance, since the basic principles remain the same, whether one
looks at large, publicly traded firms or small privately run businesses. All businesses
have to invest their resources wisely, find the right kind and mix of financing to fund
these investments and return cash to the owners if there are not enough good investments.
In this chapter, we will lay the foundation for the rest of the book by listing the
three fundamental principles that underlie corporate finance “ the investment, financing
and dividend principles “ and the objective of firm value maximization that is at the heart
of corporate financial theory.


The Firm: Structural Set up
In the chapters that follow, we will use firm generically to refer to any business,
large or small, manufacturing or service, private or public. Thus, a corner grocery store
and Microsoft are both firms.
The firm™s investments are generically termed assets. While assets are often
categorized by accountants into fixed assets, which are long-lived, and current assets,
which are short-term, we prefer a different categorization. The assets that the firm has
already invested in are called assets-in-place, whereas those assets that the firm is
expected to invest in the future are called growth assets. While it may seem strange that
a firm can get value from investments it has not made yet, high-growth firms get the bulk
of their value from these yet-to-be-made investments.
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To finance these assets, the firm can raise money from two sources. It can raise
funds from investors or financial institutions by promising investors a fixed claim
(interest payments) on the cash flows generated by the assets, with a limited or no role in
the day-to-day running of the business. We categorize this type of financing to be debt.
Alternatively, it can offer a residual claim on the cash flows (i.e., investors can get what
is left over after the interest payments have been made) and a much greater role in the
operation of the business. We term this equity. Note that these definitions are general
enough to cover both private firms, where debt may take the form of bank loans, and
equity is the owner™s own money, as well as publicly traded companies, where the firm
may issue bonds (to raise debt) and stock (to raise equity).
Thus, at this stage, we can lay out the financial balance sheet of a firm as follows:
Assets Liabilities
Existing Investments Fixed Claim on cash flows
Assets in Place Debt
Generate cashflows today Little or No role in management
Includes long lived (fixed) and Fixed Maturity
short-lived(working Tax Deductible
capital) assets

Expected Value that will be Growth Assets Equity Residual Claim on cash flows
created by future investments Significant Role in management
Perpetual Lives



We will return this framework repeatedly through this book.

First Principles
Every discipline has its first principles that govern and guide everything that gets
done within that discipline. All of corporate finance is built on three principles, which we
will title, rather unimaginatively, as the investment Principle, the financing Principle and
the dividend Principle. The investment principle determines where businesses invest their
resources, the financing principle governs the mix of funding used to fund these
investments and the dividend principle answers the question of how much earnings
should be reinvested back into the business and how much returned to the owners of the
business.
The Investment Principle: Invest in assets and projects that yield a return greater than

the minimum acceptable hurdle rate. The hurdle rate should be higher for riskier
projects and should reflect the financing mix used - owners™ funds (equity) or
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borrowed money (debt). Returns on projects should be measured based on cash flows
generated and the timing of these cash flows; they should also consider both positive
and negative side effects of these projects.
The Financing Principle: Choose a financing mix (debt and equity) that maximizes

the value of the investments made and match the financing to nature of the assets
being financed.
The Dividend Principle: If there are not enough investments that earn the hurdle rate,

return the cash to the owners of the business. In the case of a publicly traded firm, the
form of the return - dividends or stock buybacks - will depend upon what
stockholders prefer.
While making these decisions, corporate finance is single minded about the
ultimate objective, which is assumed to be maximizing the value of the business. These
first principles provide the basis from which we will extract the numerous models and
theories that comprise modern corporate finance, but they are also common sense
principles. It is incredible conceit on our part to assume that until corporate finance was
developed as a coherent discipline starting a few decades ago, that people who ran
businesses ran them randomly with no principles to govern their thinking. Good
businessmen through the ages have always recognized the importance of these first
principles and adhered to them, albeit in intuitive ways. In fact, one of the ironies of
recent times is that many managers at large and presumably sophisticated firms with
access to the latest corporate finance technology have lost sight of these basic principles.

The Objective of the Firm

No discipline can develop cohesively over time without a unifying objective. The
growth of corporate financial theory can be traced to its choice of a single objective and
the development of models built around this objective. The objective in conventional
corporate financial theory when making decisions is to maximize the value of your
business or firm. Consequently, any decision (investment, financial, or dividend) that
increases the value of a business is considered a ˜good™ one, whereas one that reduces
firm value is considered a ˜poor™ one. While the choice of a singular objective has
provided corporate finance with a unifying theme and internal consistency, it has come at
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a cost. To the degree that one buys into this objective, much of what corporate financial
theory suggests makes sense. To the degree that this objective is flawed, however, it can
be argued that the theory built on it is flawed as well. Many of the disagreements between
corporate financial theorists and others (academics as well as practitioners) can be traced
to fundamentally different views about the correct objective for a business. For instance,
there are some critics of corporate finance who argue that firms should have multiple
objectives where a variety of interests (stockholders, labor, customers) are met, while
there are others who would have firms focus on what they view as simpler and more
direct objectives such as market share or profitability.
Given the significance of this objective for both the development and the
applicability of corporate financial theory, it is important that we examine it much more
carefully and address some of the very real concerns and criticisms it has garnered: it
assumes that what stockholders do in their own self-interest is also in the best interests of
the firm; it is sometimes dependent on the existence of efficient markets; and it is often
blind to the social costs associated with value maximization. In the next chapter, we will
consider these and other issues and compare firm value maximization to alternative
objectives.

The Investment Principle

Firms have scarce resources that must be allocated among competing needs. The
first and foremost function of corporate financial theory is to provide a framework for
firms to make this decision wisely. Accordingly, we define investment decisions to
include not only those that create revenues and profits (such as introducing a new product
line or expanding into a new market), but also those that save money (such as building a
new and more efficient distribution system). Further, we argue that decisions about how
much and what inventory to maintain and whether and how much credit to grant to
customers that are traditionally categorized as working capital decisions, are ultimately
investment decisions, as well. At the other end of Hurdle Rate: A hurdle rate is a
the spectrum, broad strategic decisions regarding minimum acceptable rate of return for
investing resources in a project.
which markets to enter and the acquisitions of other
companies can also be considered investment
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decisions.
Corporate finance attempts to measure the return on a proposed investment
decision and compare it to a minimum acceptable hurdle rate in order to decide whether
or not the project is acceptable or not. The hurdle rate has to be set higher for riskier
projects and has to reflect the financing mix used, i.e., the owner™s funds (equity) or
borrowed money (debt). In chapter 3, we begin this process by defining risk and
developing a procedure for measuring risk. In chapter 4, we go about converting this risk
measure into a hurdle rate, i.e., a minimum acceptable rate of return, both for entire
businesses and for individual investments.
Having established the hurdle rate, we turn our attention to measuring the returns
on an investment. In chapter 5, we evaluate three alternative ways of measuring returns -
conventional accounting earnings, cash flows and time-weighted cash flows (where we
consider both how large the cash flows are and when they are anticipated to come in). In
chapter 6, we consider some of the potential side-costs which might not be captured in
any of these measures, including costs that may be created for existing investments by
taking a new investment, and side-benefits, such as options to enter new markets and to
expand product lines that may be embedded in new investments, and synergies,
especially when the new investment is the acquisition of another firm.


The Financing Principle
Every business, no matter how large and complex it is, is ultimately funded with a
mix of borrowed money (debt) and owner™s funds (equity). With a publicly trade firm,
debt may take the form of bonds and equity is usually common stock. In a private
business, debt is more likely to be bank loans and an owner™s savings represent equity.
While we consider the existing mix of debt and equity and its implications for the
minimum acceptable hurdle rate as part of the investment principle, we throw open the
question of whether the existing mix is the right one in the financing principle section.
While there might be regulatory and other real world constraints on the financing mix
that a business can use, there is ample room for flexibility within these constraints. We
begin this section in chapter 7, by looking at the range of choices that exist for both
private businesses and publicly traded firms between debt and equity. We then turn to the
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question of whether the existing mix of financing used by a business is the “optimal” one,
given our objective function of maximizing firm value, in chapter 8. While the tradeoff
between the benefits and costs of borrowing are established in qualitative terms first, we
also look at two quantitative approaches to arriving at the optimal mix in chapter 8. In the
first approach, we examine the specific conditions under which the optimal financing mix
is the one that minimizes the minimum acceptable hurdle rate. In the second approach,
we look at the effects on firm value of changing the financing mix.
When the optimal financing mix is different from the existing one, we map out
the best ways of getting from where we are (the current mix) to where we would like to
be (the optimal) in chapter 9, keeping in mind the investment opportunities that the firm
has and the need for urgent responses, either because the firm is a takeover target or
under threat of bankruptcy. Having outlined the optimal financing mix, we turn our
attention to the type of financing a business should use, i.e., whether it should be long
term or short term, whether the payments on the financing should be fixed or variable,
and if variable, what it should be a function of. Using a basic proposition that a firm will
minimize its risk from financing and maximize its capacity to use borrowed funds if it
can match up the cash flows on the debt to the cash flows on the assets being financed,
we design the perfect financing instrument for a firm. We then add on additional
considerations relating to taxes and external monitors (equity research analysts and
ratings agencies) and arrive at fairly strong conclusions about the design of the financing.

The Dividend Principle

Most businesses would undoubtedly like to have unlimited investment
opportunities that yield returns exceeding their hurdle rates, but all businesses grow and
mature. As a consequence, every business that thrives reaches a stage in its life when the
cash flows generated by existing investments is greater than the funds needed to take on
good investments. At that point, this business has to figure out ways to return the excess
cash to owners. In private businesses, this may just involve the owner withdrawing a
portion of his or her funds from the business. In a publicly traded corporation, this will
involve either dividends or the buying back of stock. In chapter 10, we introduce the
basic trade off that determines whether cash should be left in a business or taken out of it.
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For stockholders in publicly traded firms, we will note that this decision is fundamentally
one of whether they trust the managers of the firms with their cash, and much of this trust
is based upon how well these managers have invested funds in the past. In chapter 11, we
consider the options available to a firm to return assets to its owners - dividends, stock
buybacks and spin offs - and investigate how to pick between these options.

Corporate Financial Decisions, Firm Value and Equity Value
If the objective function in corporate finance is to maximize firm value, it follows
that firm value must be linked to the three corporate finance decisions outlined above -
investment, financing, and dividend decisions. The link between these decisions and firm
value can be made by recognizing that the value of a firm is the present value of its
expected cash flows, discounted back at a rate that reflects both the riskiness of the
projects of the firm and the financing mix used to finance them. Investors form
expectations about future cash flows based upon observed current cash flows and
expected future growth, which, in turn, depends upon the quality of the firm™s projects
(its investment decisions) and the amount reinvested back into the business (its dividend
decisions). The financing decisions affect the value of a firm through both the discount
rate and, potentially, through the expected cash flows.
This neat formulation of value is put to the test by the interactions among the
investment, financing, and dividend decisions, and the conflicts of interest that arise
between stockholders and lenders to the firm, on the one hand, and stockholders and
managers, on the other. We introduce the basic models available to value a firm and its
equity in chapter 12, and relate them back to management decisions on investment,
financial and dividend policy. In the process, we examine the determinants of value and
how firms can increase their value.

A Real World Focus
The proliferation of news and information on real world businesses making
decisions every day suggests that we do not need to use hypothetical businesses to
illustrate the principles of corporate finance. We will use four businesses through this
book to make our points about corporate financial policy:
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1. Disney Corporation: Disney Corporation is a publicly traded firm with wide holdings
in entertainment and media. While most people around the world recognize the
Mickey Mouse logo and have heard about or visited Disney World or seen some or
all of the Disney animated classics, it is a much more diversified corporation than
most people realize. Disney™s holdings include real estate (in the form of time shares
and rental properties in Florida and South Carolina), television (ABC and ESPN),
publications, movie studios (Miramax, Touchstone and Disney) and retailing. Disney
will help illustrate the decisions that large diversified corporations have to make as
they are faced with the conventional corporate financial decisions “ Where do we
invest? How do we finance these investments? How much do we return to our
stockholders?
2. Bookscape Books: is a privately owned independent book store in New York City,
one of the few left after the invasion of the bookstore chains such as Barnes and
Noble and Borders Books. We will take Bookscape Books through the corporate
financial decision making process to illustrate some of the issues that come up when
looking at small businesses with private owners.
3. Aracruz Cellulose: Aracruz Cellulose is a Brazilian firm that produces Eucalyptus
pulp, and operates its own pulp-mills, electrochemical plants and port terminals.

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