十一
Corporate
Finance: Corporate Investing and Financing Decisions
1. A: An Overview of Financial Management
a: Discuss potential agency problems of stockholders versus 1) managers and
2) creditors.
An agency relationship is created when decision-making authority is delegated to an agent
without the agent being fully responsible for the decision that is made. An agency relationship
occurs in two common corporate scenarios:
1. the company’s stockholders delegate decision-making authority to the managers
(agents), but the managers do not receive the full benefit or cost of their performance,
2.
the company’s debtholders delegate authority to managers who act on behalf of the
shareholders. In the first scenario, management will not bear the full impact of their
decisions since they do not own 100 percent of company.
In the second scenario, agency relationship may occur when creditors lend money to
corporations. Creditors lend based on specific business and financial risk expectations. The
stockholders/management will benefit from risky strategies that simultaneously increase the
probability of success and bankruptcy. The manager receives the full benefit of success, but
the creditor bears the responsibility for the bankruptcy. This is one reason loans include many
restrictive covenants on the corporation’s behavior.
b: Describe four mechanisms used to motivate managers to act in
stockholders' best interests.
1.
Managerial compensation. The total managerial salary package must compensate
managers for their performance. This is commonly done through annual performance
bonuses and long-term stock options, in addition to an annual salary. There are two
main methods that are used to grant shares to management:
1.
Performance shares: The manager receives a certain number of shares
based on the company achieving predefined performance benchmarks.
2.
Executive stock options: Management is granted an option to buy the firm’s
shares at a pre-specified price on a specific future date. Executive stock
options are typically issued ¡°out-of-the-money¡± to give management the
incentive to take actions that will boost the company’s stock price.
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