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CORPORATE
FINANCE
EIGHTH CANADIAN EDITION
Stephen A. Ross
Sloan School of Management, Massachusetts Institute of Technology
Randolph W. Westerfield
Marshall School of Business, University of Southern California
Jeffrey F. Jaffe
Wharton School of Business, University of Pennsylvania
Gordon S. Roberts
Schulich School of Business, York University
Hamdi Driss
Sobey School of Business, St. Mary’s University
Corporate Finance
Eighth Canadian Edition
Copyright © 2019, 2015, 2011, 2008, 2005, 2003, 1999, 1995 by McGraw-Hill Ryerson Limited. All rights reserved. No part
of this publication may be reproduced or transmitted in any form or by any means, or stored in a database or retrieval system,
without the prior written permission of McGraw-Hill Ryerson Limited, or in the case of photocopying or other reprographic
copying, a licence from The Canadian Copyright Licensing Agency (Access Copyright). For an Access Copyright licence, visit
www.accesscopyright.ca or call toll free to 1-800-893-5777.
The Internet addresses listed in the text were accurate at the time of publication. The inclusion of a website does not indicate an
endorsement by the authors or McGraw-Hill Ryerson, and McGraw-Hill Ryerson does not guarantee the accuracy of information
presented at these sites.
ISBN-13: 978-1-25-927011-6
ISBN-10: 1-25-927011-4
1 2 3 4 5 6 7 8 9 0 TCP 1 2 3 4 5 6 7 8 9
Care has been taken to trace ownership of copyright material contained in this text; however, the publisher will welcome any
information that enables it to rectify any reference or credit for subsequent editions.
STEPHEN A. ROSS Sloan School of Management, trading, where he showed both that corporate insiders earn
Massachusetts Institute of Technology. Stephen Ross is the abnormal profits from their trades and that regulation has
Franco Modigliani Professor of Financial Economics at the little effect on these profits. He has also made contributions
Sloan School of Management, Massachusetts Institute of concerning initial public offerings, regulation of utilities, the
Technology. One of the most widely published authors in behaviour of marketmakers, the fluctuation of gold prices, the
finance and economics, Professor Ross is recognized for his theoretical effect of inflation on the interest rate, the empiri-
work in developing the arbitrage pricing theory, as well as for cal effect of inflation on capital asset prices, the relationship
having made substantial contributions to the discipline through between small capitalization stocks and the January effect,
his research in signalling, agency theory, option pricing, and the and the capital structure decision.
theory of the term structure of interest rates, among other top-
ics. A past president of the American Finance Association, he GORDON S. ROBERTS Schulich School of Business,
currently serves as an associate editor of several academic and York University. Gordon Roberts was a Canadian Imperial
practitioner journals. He is a trustee of CalTech and a director Bank of Commerce Professor of Financial Services at the
of the College Retirement Equity Fund (CREF), Freddie Mac, Schulich School of Business, York University. A winner of
and Algorithmics Inc. He is also the co-chairman of Roll and numerous teaching awards, his extensive experience included
Ross Asset Management Corporation. finance classes for undergraduate and MBA students, execu-
tives, and bankers in Canada and internationally. Professor
RANDOLPH W. WESTERFIELD Marshall School of Roberts conducted research in corporate finance and bank-
Business, University of Southern California. Randolph W. ing. He served on the editorial boards of several Canadian
Westerfield is Dean of the University of Southern California’s and international academic journals. Professor Roberts was
Marshall School of Business and holder of the Robert R. a consultant to a number of regulatory bodies responsible
Dockson Dean’s Chair of Business Administration. for the oversight of financial institutions and utilities.
He came to USC from the Wharton School, University Gordon Roberts passed away in March 2017 and his many
of Pennsylvania, where he was the chairman of the finance contributions to education and finance will be missed.
department and a member of the finance faculty for 20 years.
He is a member of several public company boards of direc- HAMDI DRISS Sobey School of Business, Saint Mary’s
tors, including Health Management Associates Inc., William University. Hamdi Driss is an Assistant Professor of Finance
Lyon Homes, and the Nicholas Applegate growth fund. at the Sobey School of Business, Saint Mary’s University.
His areas of expertise include corporate financial policy, His experience includes teaching corporate finance for
investment management, and stock market price behaviour. undergraduate and Master of Finance students. A holder of
several research grants, Professor Driss conducts research on
JEFFREY F. JAFFE Wharton School of Business, corporate finance and financial intermediation. Notably, he
University of Pennsylvania. Jeffrey F. Jaffe has been a fre- has made contributions to research on the certification func-
quent contributor to finance and economic literature in such tion of credit rating agencies and the quality of credit rat-
journals as the Quarterly Economic Journal, The Journal of ings under competition. His recent work was published in the
Finance, The Journal of Financial and Quantitative Analysis, Journal of Corporate Finance. Professor Driss has served as
The Journal of Financial Economics, and The Financial a referee for several Canadian and international academic
Analysts Journal. His best-known work concerns insider journals.
IN ME M O R IA M
We at McGraw-Hill Education Canada lost one of our most esteemed authors with the passing of
Gordon S. Roberts in March of 2017. Gordon was a professor emeritus of finance at the Schulich
School of Business at York University and a McGraw-Hill author for many years.
Gordon S. Roberts will be remembered as an extremely creative and thoughtful scholar with
a rigorous approach to questions of great importance. His contributions to the field of finance are
unquestioned and are reflected in his outstanding international reputation, research contributions,
and many awards and honours. In particular, Gordon will be remembered for making significant
contributions to the current textbook. His expertise and rigorous approach were key to making this
textbook exciting, accurate, fair, well-paced, and immediately useful.
Prior to development work on this eighth Canadian edition text, our very own portfolio manager,
Alwynn Pinard, had the pleasure of working closely with Gordon. Of him she says, “Gordon’s profes-
sionalism, adherence to deadlines and commitment to quality were all attributes that endeared him to
us here at McGraw-Hill Education and created the Canadian resource you are reading, today. Thank
you, Gordon. We will miss your dedication to your work and your students and perhaps most of all,
your warmth and wit.”
On behalf of the entire staff at McGraw-Hill Education who had the pleasure of working with
Gordon personally, or the pleasure of working on all the legacy projects he helped to build, we offer
our deepest sympathies to Gordon’s wife, Sonita, and his family. Gordon’s contributions to learning
will be treasured and never forgotten.
BRIEF CONTE N TS
PA RT 3 PA RT 7
Risk 267 Financial Planning and Short-Term Finance 724
10 Risk and Return: Lessons From Market History 267 27 Short-Term Finance and Planning 724
Appendix 10A The U.S. Equity Risk Premium: 28 Cash Management 751
Historical and International Perspectives
(Available on Connect) 29 Credit Management 768
11 Risk and Return: The Capital Asset Pricing Model 290 Appendix 29A Inventory Management
(Available on Connect)
Appendix 11A Is Beta Dead? (Available on Connect)
12 An Alternative View of Risk and Return:
The Arbitrage Pricing Theory 328 PA RT 8
13 Risk, Return, and Capital Budgeting 348 Special Topics 786
Appendix 13A Economic Value Added and
30 Mergers and Acquisitions 786
the Measurement of Financial Performance 379
31 Financial Distress 821
PA RT 4 Appendix 31A Predicting Corporate Bankruptcy:
The Z-Score Model (Available on Connect)
Capital Structure and Dividend Policy 383 32 International Corporate Finance 835
14 Corporate Financing Decisions and Efficient Appendix A: Mathematical Tables
Capital Markets 383 (Available on Connect)
15 Long-Term Financing: An Introduction 414 Appendix B: Answers to Selected End-of-Chapter
16 Capital Structure: Basic Concepts 430 Problems (Available on Connect)
CON T ENTS
The teaching and practice of corporate finance in Canada are more challenging and exciting
than ever before. The last decade alone has seen fundamental changes in financial markets and
financial instruments. In the early years of the twenty-first century, announcements in the finan-
cial press about takeovers, junk bonds, financial restructuring, initial public offerings, bank-
ruptcy, and derivatives are still commonplace. In addition, there is the new recognition of “real”
options (Chapter 9), private equity and venture capital (Chapter 20), and the reappearing divi-
dend (Chapter 19). The world’s financial markets are more integrated than ever before. Both the
theory and practice of corporate finance have been moving ahead with uncommon speed, and our
teaching, as always, must keep pace.
These developments place new burdens on the teaching of corporate finance. On the one hand,
the changing world of finance makes it more difficult to keep materials up to date. On the other
hand, the teacher must distinguish the permanent from the temporary and avoid the temptation to
follow fads. Our solution to this problem is to emphasize the modern fundamentals of the theory
of finance and make the theory come to life with contemporary examples. All too often, the novice
student views corporate finance as a collection of unrelated topics that are unified largely because
they are bound together between the covers of one book. As in the previous editions, our aim is
to present corporate finance as the collaboration of a small number of integrated and powerful
institutions.
This book has been written for the introductory courses in corporate finance at the MBA level
and for the intermediate courses in many undergraduate programs. Some instructors will find this
text appropriate for the introductory course at the undergraduate level as well.
It is assumed that most students either will take, or will be concurrently enrolled in, courses in
accounting, statistics, and economics. This exposure will help students understand some of the more
difficult material. However, the book is self-contained, and prior knowledge of these areas is not
essential. The only mathematics prerequisite is basic algebra.
PEDAGOGY
Keeping the theory and concepts current is only one phase of developing our corporate finance text.
To be an effective teaching tool, the text must present the theory and concepts in a coherent way that
can be easily learned. With this in mind, we have included the following study features.
Executive Summary
Each chapter begins with a road map that describes the objectives of the chapter and how it connects
with concepts already learned in previous chapters. Real company examples that will be discussed
are highlighted in this section.
Ch a p t er 1
Introduction to Corporate Finance Preface xix
E XE CUTIV E S UMMA RY
Barrick Gold Corporation has long been known as the largest gold mining company in the world. With the recent recession,
gold prices and Barrick’s share price increased as investors sought a safe investment. However, in 2013 Barrick’s shares
plunged in value by 54 percent to a 20-year low. While the accompanying fall in the value of gold was beyond the compa-
ny’s control, the poor performance was attributed primarily to the failure of key projects, misallocation of capital resources,
and the legal mess associated with the Pascua-Lama mine in Chile. Accompanying this poor performance, the company’s
proxy circular revealed that six executives were to be compensated for a combined $47.4 million and board chair Peter
Munk was to receive $4.3 million. In addition, the company awarded a US$11.9 million signing bonus to John Thornton for
joining the company as co-chair.1 Consequently, several major shareholders of Barrick Gold Corporation invoked a “say
on pay” vote, which rejected the pay packages and led to the appointment of new independent directors and to Munk
stepping down as board chair. Recent events at Barrick Gold Corporation illustrate both the importance of governance
issues and the need for management to make key corporate finance decisions relating to the following questions:
1. What long-term investment strategy should a company take on?
2. How can cash be raised?
possible
Early in a firm’s lifecycle, when sites.
shareEurope
ownershipis considered
is of toCEO
be relatively
chair and safe, whereas
a “lead” Japan or
director) is seen as very risky.
a complete In both cases
separa-
highly concentrated, this balance of power
the company would is close
hardly tion of the
an operations
down roles
after oneofyear.
CEO and chair.
issue. However, as the company Aftergrows
doing aand prospers,
complete In Europe,
financial analysis, the tradition
Midland has come hasup been
withnot thetofollowing
place thecashCEOflows of the
and founders diversify their initial investment by bring- in the chair, in some countries by statute. However, while
alternative plans for expansion under three scenarios: pessimistic, realistic, and optimistic.
ing in new and smaller owners, the balance starts to non-executive members make up a clear majority of direc-
change. Corporate insiders, who themselves have much tors in the United States, there is a tradition in Europe for
of their human capital invested in the firm, increasingly placing a greater portion of employees on boards, which
Pessimistic Realistic Optimistic
view shareholders as a remote constituency and even as also raises conflict of interest issues.
irrelevant for the company on a daily basis.Europe By choosing $75,000
The typical defence of$100,000
having insiders on $125,000
boards is one
to diversify, shareholders for their part agree Japan to play a of efficiency: 0 the board requires
150,000CEO and200,000 other manage-
diminished role in the company’s affairs. ment input to make proper decisions. What this defence
For shareholders who diversify their investment leaves unanswered, however, is why the CEO needs a
across a broad portfolio of Ifcompanies,we ignore the thepessimistic vote onperhaps
cost of scenario, the boardJapan(letisalone the chair)
the better in order
alternative. to supply
When we take the pes-
actively monitoring the performance
simistic scenario of into account, thethe
management board
choice with his Japan
is unclear. or herappears
information.
to be riskier, but it may also offer a
Concept Questions
higher expected level of cash flow. What is risk and how can it be defined? We must try to answer this
important question. Corporate finance cannot avoid coping with risky alternatives, and much of our book
Included after each major issection
closely devoted toindeveloping
a chapter,
held corporations. Concept
methods
However, Questions
for evaluating
shareholders risky
have point
control to
opportunities.
several essential
devices material
(some more effectiveand
allow students to test their recalltoand
than others) bondcomprehension before moving
management to the self-interest forward.
of shareholders:
EX A M PLE 5.1
Antony Robart is trying to sell a piece of land in Saskatchewan. Yesterday, he was offered $10,000 for the
property. He was ready to accept the offer when another individual offered him $11,424. However, the
second offer was to be paid a year from now. Antony has satisfied himself that both buyers are honest,
10 soPart
he 1has no
Overview
fear that the offer he selects will fall through. These two offers are pictured as cash flows in
Figure 5.1. Which offer should Antony choose?
It is very difficult for large business organizations to exist as sole proprietorships or
partnerships. The main advantage is the cost of getting started. Afterward, the disadvantages,
FIGURE which
5.1 may become severe, are (1) unlimited liability, (2) limited life of the enterprise, and
Cash Flow(3)
fordifficulty
Antony’s of transferring
Sale ownership. These three disadvantages lead to (4) the difficulty of
raising cash.
The bylaws (the rules to be used by the corporation to regulate its own existence) concern its
shareholders, directors, and officers. Bylaws for the corporation’s management range from the brief-
End-of-Chapter Material est possible statement of rules to hundreds of pages of text.
In its simplest form, the corporation comprises three sets of distinct interests: the
The end-of-chapter material reflects
shareholders (the and builds
owners), upon theand
the directors, concepts learned
the corporation in the(the
officers chapter.
top management).
Traditionally, the shareholders control the corporation’s direction, policies, and activities.
The shareholders elect a board of directors, who in turn select top management who serve as
corporate officers.
CONCEPT • How is cash flow different from changes in net working capital? Preface xxi
QUESTIONS • What is the difference between the operating cash flow and the total cash flow of the
firm?
The numbered summary provides a quick review of key concepts in the chapter.
2.5 S UMMA RY A N D C O N C L U S I O N S
Besides introducing you to corporate accounting, the purpose of this chapter was to teach you how
to determine cash flow from the accounting statements of a typical company.
1. Cash flow is generated by the firm and paid to creditors and shareholders. It can be
classified as
a. Cash flow from operations.
b. Cash flow from changes in long-term assets.
c. Cash flow from changes in working capital.
2. There is a cash flow identity that says that cash flow from assets equals cash flow to bondhold-
ers and shareholders.
3. Calculations of cash flow are not difficult, but they require care and particular attention to
detail in properly accounting for non-cash expenses such as depreciation and deferred taxes. It
is especially important that you do not confuse cash flow with changes in net working capital
and net income.
Minicases
These Minicases, located in most chapters, apply what is learned in a number of chapters to a real-
world scenario. After presenting the facts, the case gives students guidance in rationalizing a sound
business decision.
Smart Grading
When it comes to studying, time is precious. Connect helps students learn more efficiently by
providing feedback and practice material when they need it, where they need it.
• Automatically score assignments, giving students immediate feedback on their work and
comparisons with correct answers.
• Access and review each response; manually change grades or leave comments for students to
review.
• Track individual student performance—by question, by assignment, or in relation to the class
overall—with detailed grade reports.
• Reinforce classroom concepts with practice tests and instant quizzes.
• Integrate grade reports easily with learning management systems including Blackboard, D2L,
and Moodle.
Mobile Access
Connect makes it easy for students to read and learn using their smartphones and tablets. With
the mobile app, students can study on the go—including reading and listening using the audio
functionality—without constant need for Internet access.
Instructor Library
The Connect Instructor Library is a repository for additional resources to improve student engage-
ment in and out of the class. It provides all the critical resources instructors need to build their
course.
• Access instructor resources.
• View assignments and resources created for past sections.
• Post your own resources for students to use.
Instructor Resources
• Instructor’s Manual. Prepared by Larbi Hammami, Desautels Faculty of Management,
McGill University.
• Instructor’s Solutions Manual. Prepared by Hamdi Driss, Sobey School of Management,
St. Mary’s University.
Preface xxiii
ACKNOWLEDGMENTS
Many people have contributed their time and expertise to the development and production of this
text. I extend my thanks and gratitude for their contributions.
A special thank-you must be given to our technical checker, Larbi Hammami of the Desautels
Faculty of Management at McGill University. Thank you for your vigilant efforts reviewing this text
and its solutions. Your keen eye and attention to detail have contributed greatly to the quality of the
final product.
Much credit must go to a first-class group of people at McGraw-Hill Education who worked on
the eighth Canadian edition. Leading the team were senior product managers Alwynn Pinard and
Sara Braithwaite, and content developer Tammy Mavroudi. Copy editing and proofreading of the
manuscript was diligently done by Laurel Sparrow, with in-house supervision by Janie Deneau. And
many thanks to Alison Lloyd Baker for overseeing permissions for this project.
Through the development of this edition, our team has taken great care to discover and eliminate
errors. Our goal is to provide the best Canadian textbook available on this subject. Please send com-
ments and feedback to:
Sincerely,
Hamdi Driss
This page intentionally left blank
PA RT 1 OV E RV IE W
Chapter 1
Introduction to Corporate Finance
E XE C UT IV E S UM M A RY
Barrick Gold Corporation has long been known as the largest gold mining company in the world. With the recent recession,
gold prices and Barrick’s share price increased as investors sought a safe investment. However, in 2013 Barrick’s shares
plunged in value by 54 percent to a 20-year low. While the accompanying fall in the value of gold was beyond the compa-
ny’s control, the poor performance was attributed primarily to the failure of key projects, misallocation of capital resources,
and the legal mess associated with the Pascua-Lama mine in Chile. Accompanying this poor performance, the company’s
proxy circular revealed that six executives were to be compensated for a combined $47.4 million and board chair Peter
Munk was to receive $4.3 million. In addition, the company awarded a US$11.9 million signing bonus to John Thornton for
joining the company as co-chair.1 Consequently, several major shareholders of Barrick Gold Corporation invoked a “say
on pay” vote, which rejected the pay packages and led to the appointment of new independent directors and to Munk
stepping down as board chair. Recent events at Barrick Gold Corporation illustrate both the importance of governance
issues and the need for management to make key corporate finance decisions relating to the following questions:
1. What long-term investment strategy should a company take on?
2. How can cash be raised?
3. How much short-term cash flow does a company need to pay its bills?
These are not the only questions of corporate finance. For example, another important question covered in this
text is: How should a company divide earnings between payouts to shareholders (dividends) and reinvestment? The
three questions on our list are among the most important, however, and, taken in order, they provide a rough outline
of our book. In Section 1.1 we introduce the basic ideas of corporate finance.
One way that companies raise cash to finance their investment activities is by selling or issuing securities. The
securities, sometimes called financial instruments or claims, may be roughly classified as equity or debt, loosely called
stocks or bonds. The difference between equity and debt is a basic distinction in the modern theory of finance. All
securities of a firm are claims that depend on or are contingent on the value of the firm.2 In Section 1.2 we show how
debt and equity securities depend on the firm’s value, and we describe them as different contingent claims.
In Section 1.3 we discuss different organizational forms and the pros and cons of the decision to become a corporation.
In Section 1.4 we take a close look at the goals of the corporation and discuss why maximizing shareholder
wealth is likely to be its primary goal. Throughout the rest of the book, we assume that the firm’s performance
depends on the value it creates for its shareholders. Shareholders are made better off when the value of their shares
is increased by the firm’s decisions.
A company raises cash by issuing securities in the financial markets. In Section 1.5 we describe some of the basic
features of the financial markets. Roughly speaking, there are two types of financial markets: money markets and
capital markets.
Section 1.6 covers trends in financial markets and management, and the last section of this chapter (Section 1.7)
outlines the rest of the book.
1
Theresa Tedesco, “Barrick Gold could have avoided say-on-pay public backlash,” Financial Post, April 23, 2013. http://business
.financialpost.com/news/fp-street/barrick-gold-executive-compensation-wednesday
2
We tend to use the words firm, company, and business interchangeably. However, there is a difference between these and
a corporation. We discuss this difference in Section 1.3.
2 Part 1 Overview
FIGURE 1.1
The Balance-Sheet Model of the Firm
Long-term debt
Fixed assets
1. Tangible fixed
assets
2. Intangible fixed Shareholders’ equity
assets
The assets of the firm are on the left side of the balance sheet. These assets can be thought of
as current and fixed. Fixed assets are those that will last a long time, such as a building. Some fixed
assets are tangible, such as machinery and equipment. Other fixed assets are intangible, such as
patents, trademarks, and the quality of management. The other category of assets, current assets,
comprises those that have short lives, such as inventory. The tennis balls that your firm has made
but not yet sold are part of its inventory. Unless you have overproduced, they will leave the firm
shortly.
Before a company can invest in an asset, it must obtain financing, which means that it
must raise the money to pay for the investment. The forms of financing are represented on the
right side of the balance sheet. A firm will issue (sell) pieces of paper called debt (loan agree-
ments) or equity shares (share certificates). Just as assets are classified as long lived or short
lived, so too are liabilities. A short-term debt is called a current liability. Short-term debt rep-
resents loans and other obligations that must be repaid within one year. Long-term debt is debt
that does not have to be repaid within one year. Shareholders’ equity represents the difference
between the value of the assets and the debt of the firm. In this sense, it is a residual claim on
the firm’s assets.
Chapter 1 Introduction to Corporate Finance 3
From the balance-sheet model of the firm, it is easy to see why finance can be thought of as the
study of the following three questions:
1. In what long-lived assets should the firm invest? This question concerns the left side of the
balance sheet. Of course, the types and proportions of assets the firm needs tend to be set
by the nature of the business. We use the terms capital budgeting and capital expenditure
to describe the process of making and managing expenditures on long-lived assets.
2. How can the firm raise cash for required capital expenditures? This question concerns the
right side of the balance sheet. The answer involves the firm’s capital structure, which
represents the proportions of the firm’s financing from current and long-term debt and
equity.
3. How should short-term operating cash flows be managed? This question concerns the
upper portion of the balance sheet. There is a mismatch between the timing of cash
inflows and cash outflows during operating activities. Furthermore, the amount and
timing of operating cash flows are not known with certainty. Financial managers must
attempt to manage the gaps in cash flow. From an accounting perspective, short-term
management of cash flow is associated with a firm’s net working capital, defined as
current assets minus current liabilities. From a financial perspective, the short-term
cash flow problem comes from the mismatching of cash inflows and outflows. It is the
subject of short-term finance.
Capital Structure
Financing arrangements determine how the value of the firm is sliced up like a pie. The persons or
institutions that buy debt from the firm are called creditors.3 The holders of equity shares are called
shareholders.
Thinking of the firm as a pie, initially, the size of the pie will depend on how well the firm has
made its investment decisions. After the firm has made its investment decisions, financial markets
determine the value of its assets (e.g., its buildings, land, and inventories).
The firm can then determine its capital structure. It might initially have raised the cash to invest
in its assets by issuing more debt than equity; now it can consider changing that mix by issuing more
equity and using the proceeds to buy back some of its debt. Financing decisions like this can be made
independently of the original investment decisions. The decisions to issue debt and equity affect how
the pie is sliced.
The pie we are thinking of is depicted in Figure 1.2. The size of the pie is the value of the firm
in the financial markets. We can write the value of the firm, V, as
V=B+S
where B is the value of the debt (bonds) and S is the value of the equity (shares). The pie diagram
considers two ways of slicing the pie: 50 percent debt and 50 percent equity, and 25 percent debt
and 75 percent equity. The way the pie is sliced could affect its value. If so, the goal of the financial
manager is to choose the ratio of debt to equity that makes the value of the pie—that is, the value of
the firm, V—as large as it can be.
3
We tend to use the words creditors, debtholders, and bondholders interchangeably. In later chapters we examine the
differences among the kinds of creditors.
4 Part 1 Overview
FIGURE 1.2
Two Pie Models of the Firm
25% debt
As Figure 1.3 shows, there are four general position categories under the treasurer. Corpora-
tions usually hire BA or MBA graduates with a finance background for these positions. In contrast,
the positions under the controller are geared more toward graduates with accounting majors or
professional designations, such as CGA, CMA, or CA.
We think that a financial manager’s most important job is to create value from the
firm’s capital budgeting, financing, and liquidity activities. How do financial managers create
value?
FIGURE 1.3
Hypothetical Organization Chart
Board of Directors
Treasurer Controller
Cost Accounting
Cash Manager Credit Manager Tax Manager Manager
Financial Information
Capital Financial
Accounting Systems
Expenditures Planning
Manager Manager
Chapter 1 Introduction to Corporate Finance 5
1. The firm should try to buy assets that generate more cash than they cost.
2. The firm should sell bonds, shares, and other financial instruments that raise more cash than
they cost.
Thus, the firm must create more cash flow than it uses. The cash flow paid to bondholders and
shareholders of the firm should be higher than the cash flows put into the firm by the bondholders
and shareholders. To see how this is done, we can trace the cash flows from the firm to the financial
markets and back again.
The interplay of the firm’s finance with the financial markets is illustrated in Figure 1.4. To
finance its planned investment, the firm sells debt and equity shares to participants in the finan-
cial markets. The result is cash flows from the financial markets to the firm (A). This cash is
used by the firm’s management to fund the investment activities of the firm (B). The cash gener-
ated by the firm (C) is paid to shareholders and bondholders (F). Shareholders receive cash from
the firm in the form of dividends or as share repurchases; bondholders who lent funds to the firm
receive interest and, when the initial loan is repaid, principal. Not all of the firm’s cash is paid
out to shareholders and bondholders. Some is retained (D), and some is paid to governments as
taxes (E).
FIGURE 1.4
Cash Flows Between the Firm and the Financial Markets
Over time, if the cash paid to shareholders and bondholders (F) is greater than the cash raised in
the financial markets (A), value will be created.
EX A MP LE 1.1
The Midland Company refines and trades gold. At the end of the year it sold some gold for $1 million. The
company had acquired the gold for $900,000 at the beginning of the year. The company paid cash for the
gold when it was purchased. Unfortunately, it has yet to collect from the customer to whom the gold was sold.
The following is a standard accounting of Midland’s financial circumstances at year-end:
By International Financial Reporting Standards (IFRS), the sale is recorded even though the customer
has yet to pay. It is assumed that the customer will pay soon. From the accounting perspective, Midland
seems to be profitable. The perspective of corporate finance is different. It focuses on cash flows:
The perspective of corporate finance examines whether cash flows are being created by the gold-
trading operations of Midland. Value creation depends on cash flows. For Midland, value creation depends
on whether and when it actually receives the $1 million.
EX A MP LE 1.2
The Midland Company is attempting to choose between two proposals for new products. Both proposals
will provide cash flows over a four-year period and will initially cost $10,000. The cash flows from the
proposals are as follows:
At first it appears that new product A is better. However, the cash flows from proposal B come earlier than
those of A. Without more information, we cannot decide which set of cash flows would create greater value.
It depends on whether the value of getting cash from B upfront outweighs the extra total cash from A.
Chapter 1 Introduction to Corporate Finance 7
EX A M PLE 1.3
The Midland Company is considering expanding operations overseas. It is evaluating Europe and Japan as
possible sites. Europe is considered to be relatively safe, whereas Japan is seen as very risky. In both cases
the company would close down operations after one year.
After doing a complete financial analysis, Midland has come up with the following cash flows of the
alternative plans for expansion under three scenarios: pessimistic, realistic, and optimistic.
If we ignore the pessimistic scenario, perhaps Japan is the better alternative. When we take the pes-
simistic scenario into account, the choice is unclear. Japan appears to be riskier, but it may also offer a
higher expected level of cash flow. What is risk and how can it be defined? We must try to answer this
important question. Corporate finance cannot avoid coping with risky alternatives, and much of our book
is devoted to developing methods for evaluating risky opportunities.
EX A M PLE 1.4
The Canadian Corporation promises to pay $100 to the True North Insurance Company at the end of one
year. This is a debt of the Canadian Corporation. Holders of the Canadian Corporation’s debt will receive
$100 if the value of the Canadian Corporation’s assets equals $100 or more at the end of the year.
Formally, the debtholders have been promised an amount, F, at the end of the year. If the value of
the firm, X, is equal to or greater than F at year-end, debtholders will get F. Of course, if the firm does
not have enough to pay off the promised amount, the firm will be broke. It may be forced to liquidate its
assets for whatever they are worth, and bondholders will receive X. Mathematically, this means that the
debtholders have a claim to X or F, whichever is smaller. Figure 1.5 illustrates the general nature of the
payoff structure to debtholders.
Suppose at year-end the Canadian Corporation’s value is $100. The firm has promised to pay the True
North Insurance Company $100, so the debtholders will get $100.
8 Part 1 Overview
FIGURE 1.5
Debt and Equity as Contingent Claims
Payoff to Payoff to Payoffs to debtholders
debtholders equity shareholders and equity shareholders
Payoff to
equity
shareholders
F F
Payoff to
Value Value debtholders Value
of of of
F the F the F the
firm firm firm
(X ) (X ) (X )
F is the promised payoff to debtholders. X − F is the payoff to equity shareholders if X − F > 0. Otherwise the payoff
is 0.
Now suppose the Canadian Corporation’s value is $200 at year-end and the debtholders are promised
$100. How much will the debtholders receive? It should be clear that they will receive the same amount
as when the Canadian Corporation was worth $100.
Suppose the firm’s value is $75 at year-end and debtholders are promised $100. How much will the
debtholders receive? In this case the debtholders will get $75.
Suppose the Canadian Corporation will sell its assets for $200 at year-end. The firm has promised to
pay the insurance company $100 at that time. The shareholders will get the residual value of $100.
Algebraically, the shareholders’ claim is X − F if X > F and zero if X ≤ F. The sum of the debtholders’
claim and the shareholders’ claim is always the value of the firm at the end of the period.
The debt and equity securities issued by a firm derive their value from the total value of the
firm. In the words of finance theory, debt and equity securities are contingent claims on the total
firm value.
When the value of the firm exceeds the amount promised to debtholders, the shareholders obtain
the residual of the firm’s value over the amount promised the debtholders, and the debtholders obtain
the amount promised. When the value of the firm is less than the amount promised to the bondhold-
ers, the shareholders receive nothing and the debtholders get the value of the firm.
1. The sole proprietorship is the cheapest type of business to form. No formal charter is
required, and few government regulations must be satisfied.
2. A sole proprietorship pays no corporate income taxes. All profits of the business are taxed
as individual income.
3. The sole proprietorship has unlimited liability for business debts and obligations.
No distinction is made between personal and business assets.
4. The life of the sole proprietorship is limited by the life of the sole proprietor.
5. Because the only money invested in the firm is the proprietor’s, the equity money that can
be raised by the sole proprietor is limited to the proprietor’s personal wealth.
The Partnership
Any two or more people can get together and form a partnership. Partnerships fall into two catego-
ries: general partnerships and limited partnerships.
In a general partnership all partners agree to provide some fraction of the work and cash and
to share the profits and losses. Each partner is liable for the debts of the partnership. A partnership
agreement specifies the nature of the arrangement. The partnership agreement may be an oral agree-
ment or a formal document setting forth the understanding.
Limited partnerships permit the liability of some of the partners to be limited to the amount
of cash each has contributed to the partnership. Limited partnerships usually require that (1) at
least one partner be a general partner and (2) the limited partners do not participate in managing
the business.
Here are some points that are important when considering a partnership:
The Corporation
Of the many forms of business enterprise, the corporation is by far the most important. Most large
Canadian firms, such as Bank of Montreal and Bombardier, are organized as corporations. As a
distinct legal entity, a corporation can have a name and enjoy many of the legal powers of natural
persons. For example, corporations can acquire and exchange property. Corporations may enter into
contracts and may sue and be sued. For jurisdictional purposes, the corporation is a citizen of its
province of incorporation. (It cannot vote, however.)
Starting a corporation is more complicated than starting a proprietorship or partnership. The
incorporators must prepare articles of incorporation and a set of bylaws. The articles of incorporation
must include
The bylaws (the rules to be used by the corporation to regulate its own existence) concern its
shareholders, directors, and officers. Bylaws for the corporation’s management range from the brief-
est possible statement of rules to hundreds of pages of text.
In its simplest form, the corporation comprises three sets of distinct interests: the
shareholders (the owners), the directors, and the corporation officers (the top management).
Traditionally, the shareholders control the corporation’s direction, policies, and activities.
The shareholders elect a board of directors, who in turn select top management who serve as
corporate officers.
Chapter 1 Introduction to Corporate Finance 11
The separation of ownership from management gives the corporation several advantages over
proprietorships and partnerships:
Limited liability, ease of ownership transfer, and perpetual succession are the major advantages
of the corporate form of business organization. These give the corporation an enhanced ability to
raise cash.
There is, however, one great disadvantage to incorporation. Not only is corporate income taxable
by the federal and provincial governments, but also corporate dividends received by shareholders are
taxable. Nonetheless, the dividend tax credit for individual shareholders and a corporate dividend
exclusion provide a degree of tax integration for Canadian corporations. These tax provisions are
discussed in Appendix 1A.
4
https://www.tmxmoney.com/en/research/income_trusts.html (accessed September 22, 2017).
12 Part 1 Overview
will try to come up with a more precise formulation. It is impossible to give a definitive answer to
this important question, however, because the corporation is an artificial being, not a natural person;
it exists in the “contemplation of the law.”5
It is necessary to identify precisely who controls the corporation. We shall consider the set-of-
contracts viewpoint. This viewpoint suggests that the corporate firm will attempt to maximize the
shareholders’ wealth by taking actions that increase the current value per share of existing stock of
the firm.
Managerial Goals
Managerial goals are different from those of shareholders. What will managers maximize if they are
left to pursue their own goals rather than shareholders’ goals?
Williamson proposes the notion of expense preference.7 He argues that managers obtain value
from certain kinds of expenses. In particular, company cars, office furniture, office location, and
funds for discretionary investment have value to managers beyond that which comes from their
productivity.
Donaldson conducted a series of interviews with chief executives of several large companies.8
He concluded that managers are influenced by three underlying motivations in defining the corporate
mission:
1. Survival. Organizational survival means that management must always command sufficient
resources to support the firm’s activities.
2. Independence. This is the freedom to make decisions and take action without encountering
external parties or depending on outside financial markets.
3. Self-sufficiency. Managers do not want to depend on external parties.
5
These are the words of U.S. Chief Justice John Marshall from The Trustees of Dartmouth College v. Woodward, 4, Wheaton
636 (1819).
6
M. C. Jensen and W. Meckling, “Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure,” Journal
of Financial Economics 3 (1976).
7
O. Williamson, “Managerial Discretion and Business Behavior,” American Economic Review 53 (1963).
8
G. Donaldson, Managing Corporate Wealth: The Operations of a Comprehensive Financial Goals System (New York:
Praeger, 1984).
Chapter 1 Introduction to Corporate Finance 13
These motivations lead to what Donaldson concludes is the basic financial objective of manag-
ers: the maximization of corporate wealth. Corporate wealth is that wealth over which management
has effective control; it is closely associated with corporate growth and corporate size. Corporate
wealth is not necessarily shareholder wealth. Corporate wealth tends to lead to increased growth by
providing funds for growth and limiting the extent to which equity is raised. Increased growth and
size are not necessarily the same thing as increased shareholder wealth.
Source: Adapted from “THE FP500: The Premier Ranking of Corporate Canada,” National Post, http://business.financialpost.com
/fp500-the-premier-ranking-for-corporate-canada (accessed August 10, 2017). Financial Post, a division of Postmedia Network Inc.
As we discussed earlier, one of the most important advantages of the corporate form of
business organization is that it allows ownership of shares to be transferred. The resulting dif-
fuse ownership, however, brings with it the separation of ownership and control of the large
corporation. The possible separation of ownership and control raises an important question:
Who controls the firm?
Do Shareholders Control Managerial Behaviour? The claim that managers can ignore the
interests of shareholders arises from the fact that ownership in large corporations is widely dispersed.
As a consequence, it is often said, individual shareholders cannot control management. There is some
merit in this argument, but it is too simplistic.
The extent to which shareholders can control managers depends on (1) the costs of moni-
toring management, (2) the costs of implementing the control devices, and (3) the benefits of
control.
When a conflict of interest exists between management and shareholders, who wins? Do manag-
ers or shareholders control the firm? Ownership in large corporations is diffuse compared to that in
9
Important exceptions are large banks (with an equity capitalization of $12 billion or more). The Bank Act prohibits any one
interest from owning more than 20 percent of any class of voting shares.
10
V. Jog, P. C. Zhu, and S. Dutta, “Impact of Restricted Voting Share Structure on Firm Value and Performance,” Corporate
Governance: An International Review 18:5 (2010), 415–437.
14 Part 1 Overview
closely held corporations. However, shareholders have several control devices (some more effective
than others) to bond management to the self-interest of shareholders:
1. Shareholders determine the membership of the board of directors by voting. Thus, share-
holders control the directors, who in turn select the management team.
2. Contracts with management and arrangements for compensation, such as stock option
plans, can be made so that management has an incentive to pursue shareholders’ goals.
Similarly, management may be given loans to buy the firm’s shares.
3. If the price of a firm’s stock drops too low because of poor management, the firm may
be acquired by a group of shareholders, another firm, or an individual. This is called a
takeover. In a takeover, top management of the acquired firm may find itself out of a job.
For example, the CEO of Chapters Inc. lost his job when the bookseller was taken over by
Indigo in 2001. This pressures management to make decisions in the shareholders’ inter-
ests. Fear of a takeover gives managers an incentive to take actions that will maximize
stock prices.
Chapter 1 Introduction to Corporate Finance 15
It takes strong-willed character to resist the will of the “deadwood”), those very same executives sit on a board
CEO–chair, even for directors that meet technical criteria vested with powers to thwart the takeover. Are they likely
for independence. In today’s system, the vast majority of to put the interests of shareholders ahead of their own?
directors sit on boards because the CEO recommended Insiders have largely succeeded in blocking the right of
their appointment, so a certain loyalty can be expected. small shareholders to even sell their shares to someone
Research shows more generally that countries with a who wants to accumulate a controlling block of stock.
French civil law tradition—as opposed to British common A particularly effective defence is the so-called poison
law—rely primarily on banks to finance corporate growth. pill. The pill is triggered if an investor accumulates more
With poorly developed stock markets, and with creditors than (typically) 10 percent share ownership in the target
and employees having a major influence on boards, risk- company. When this happens, all shareholders except the
taking is muted. In addition to France, civil law countries 10 percent blockholder get to purchase new shares for,
with historically small stock markets but broad-based say, half their market value. It is equivalent to asking the
banking systems include Germany, the countries of Scan- 10 percent blockholder to pay a dividend to all the other
dinavia, Italy, Spain, Japan, South Korea, and China. These shareholders, financed out of the blockholder’s personal
economies are also characterized by insider-controlled wealth. Under the “business judgement” rule that is so
companies, corporate cross-holdings of voting stock, and central to the U.S. corporate governance system, boards
pyramidal ownership structures allowing founding fami- have wide powers to use such a blatantly unequal treat-
lies to maintain control. ment of shareholders as a takeover defence.
In contrast, countries with a common law tradition— The poison pill has proven extremely effective. Hos-
such as the United Kingdom, the United States, English tile takeovers, which in the period 1975 through 1985
Canada, Australia, and India—have developed a greater resulted in numerous restructurings of inefficiently run
reliance on external equity markets, resulting in a more companies, have come to a virtual standstill in the United
pronounced dispersion of share ownership and a more States. Since the poison pill became sanctioned by U.S.
specialized role for banks. Ultimately, international courts, however, virtually every major U.S. company has a
trade and the global competition for capital force a Dar- pill, and not a single bidder has chosen to break through
winian convergence of both civil law and common law this defence.
countries toward a system of corporate governance and Rather, in the wave of active investors over the past
finance that promotes maximum economic efficiency. decade, hedge funds have elected to purchase target
Countries with small stock markets today must prepare shares without triggering the pill, relying on the less
these markets for the influx of future pension savings. expensive proxy contest to challenge boards and incum-
In his best-selling book Economics, Nobel laureate bent management teams. This new practice leaves the
Paul Samuelson explains that “Takeovers, like bankruptcy, poison pill standing as a relic of state-sanctioned expro-
represent one of Nature’s methods of eliminating dead- priation of shareholder rights, continuing to harm the
wood.” In the case of a hostile takeover bid designed to efficiency of the corporate resource allocation through a
replace inefficient executives (presumably one form of hostile takeover mechanism.
B. Espen Eckbo is the Tuck Centennial Professor of Finance and founding director of the Center for Corporate Governance at the Tuck School of Business at Dartmouth College. b.espen.eckbo@dartmouth.edu. This
material is excerpted with permission from B. Espen Eckbo.
4. Competition in the managerial labour market may force managers to perform in the best
interest of shareholders; otherwise, they will be replaced. Firms willing to pay the most will
lure good managers. These are likely to be firms that compensate managers based on the
value they create for shareholders. Compensation design is far from perfect, however, and
many firms have come under intense criticism for having high rates of executive compen-
sation. Further, there is some evidence that such compensation schemes encouraged bank
executives to take on greater risk: banks with performance-based executive pay did worse
during the financial crisis.11
The available evidence and theory are consistent with the idea of shareholder control. How-
ever, there can be no doubt that at times, corporations pursue managerial goals at the expense
of shareholders. In addition to the issue of excessive executive compensation already discussed,
management may change the firm’s corporate governance rules by removing independent
11
R. Fahlenbrach and Rene Stulz, “Bank CEO Incentives and the Credit Crisis,” Journal of Financial Economics 99:1 (2011), 11–26.
16 Part 1 Overview
directors who might challenge management. Major pension funds, such as the Alberta Teach-
ers’ Retirement Fund Board and the Ontario Teachers’ Pension Plan Board, have joined with
professional money managers to form the Canadian Coalition for Good Governance. The
Coalition has set up detailed governance guidelines backed by action in voting its shares at
annual meetings.12
Financial Institutions
Financial institutions act as intermediaries between investors (funds suppliers) and firms raising
funds. (Federal and provincial governments and individuals also raise funds in financial markets,
but our examples will focus on firms.) Financial institutions justify their existence by providing
a variety of services that promote efficient allocation of funds. Canadian financial institutions
include chartered banks and other depository institutions (trust companies and credit unions) as
well as non-depository institutions (investment dealers, insurance companies, pension funds, and
mutual funds).15
12
http://www.ccgg.ca (accessed September 25, 2017).
13
https://www.riacanada.ca/trendsreport/ (accessed August 10, 2017).
14
A Canadian study supporting the view that socially responsible investing does not harm returns is P. Amundson and S. R.
Foerster, “Socially Responsible Investing: Better for Your Soul or Your Bottom Line?” Canadian Investment Review (Winter
2001), pp. 26–34. A U.S. meta-study surveying 25 published papers reached a similar conclusion: S. Rathner, “The Influence
of Primary Study Characteristics on the Performance Differential Between Socially Responsible and Conventional Investment
Funds: A Meta-Analysis,” Journal of Business Ethics 118 (2013), 349–363.
15
Our discussion of Canadian financial institutions builds on and updates the framework in L. Kryzanowski and G. S. Roberts,
“Bank Structure in Canada,” in Banking Structure in Major Countries, ed. G. G. Kaufman (Boston: Kluwer, 1992).
Chapter 1 Introduction to Corporate Finance 17
Table 1.2 ranks Canada’s top six chartered banks by total assets as of the second fiscal quarter of
2017. Because they are allowed to diversify by operating in all provinces, Canada’s chartered banks
are good sized on an international scale.
Chartered banks operate under federal regulation, accepting deposits from suppliers of funds; mak-
ing commercial loans to mid-sized businesses, corporate loans to large companies, and personal loans
to individuals; and granting mortgages to individuals. Banks derive the majority of their income from
the spread between the interest paid on deposits and the higher rate earned on loans. This process is
called indirect finance because banks receive funds in the form of deposits and engage in a separate
lending contract with funds demanders. The top panel of Figure 1.6 illustrates indirect finance.
FIGURE 1.6
Two Types of Finance
Financial Funds
Funds suppliers Direct finance
intermediaries demanders
Chartered banks also provide other services that generate fees instead of earning spread income.
For example, a large corporate customer seeking short-term debt funding can borrow directly from
another large corporation with funds to supply through a banker’s acceptance. This is an interest-
bearing IOU that is stamped by a bank guaranteeing the borrower’s credit. Instead of spread income,
the bank receives a stamping fee. Banker’s acceptances are an example of direct finance, as illus-
trated in the lower panel of Figure 1.6. Notice that in this case, funds do not pass through the bank’s
balance sheet in the form of a deposit and loan. This is often called securitization because a security
(the banker’s acceptance) is created.
Trust companies also accept deposits and make loans. In addition, trust companies engage in fidu-
ciary activities—managing assets for estates, registered retirement savings plans, and so on. Banks own
all the major trust companies. Like trust companies, credit unions also accept deposits and make loans.
Investment dealers are non-depository institutions that assist firms in issuing new securities
in exchange for fee income. Investment dealers also aid investors in buying and selling securities.
Chartered banks own majority stakes in Canada’s top investment dealers.
Insurance companies include property and casualty insurance as well as health and life insur-
ance companies. Life insurance companies make loans and accept funds in a form similar to deposits.
Pension funds invest contributions from employers and employees in securities offered by finan-
cial markets. Mutual funds pool individual investments to purchase a diversified portfolio of securities.
We base this survey of the principal activities of financial institutions on their main activities
today. Recent deregulation allows chartered banks, insurance companies, and investment dealers to
engage in most activities of the others with one exception: chartered banks are not allowed to sell life
18 Part 1 Overview
insurance through their branch networks. Currently, banks sell insurance through their subsidiaries,
which use a variety of permitted channels, such as the Internet. In August 2009, the Bank of Nova
Scotia established a separate subsidiary, Scotia Life Financial, which then set up an office next to
one of the bank branches in order to sell insurance products. The federal government intends, how-
ever, to stop banks from using the Internet to promote and sell insurance products on their websites.
Although not every institution plans to become a one-stop financial supermarket, the different types
of institutions will likely continue to become more alike.
Like financial institutions, financial markets differ. Principal differences concern the types of
securities that are traded, how trading is conducted, and who the buyers and sellers are. Some of
these differences are discussed next.
Primary Markets In a primary market transaction, the corporation is the seller and raises money
through the transaction. For example, in 1999 and early 2000, many untested dot-com companies
issued public shares for the first time in initial public offerings (IPOs). Corporations engage in two
types of primary market transactions: public offerings and private placements. A public offering, as
the name suggests, involves selling securities to the general public, while a private placement is a
negotiated sale involving a specific buyer. These topics are detailed in Chapters 20 and 21, so we only
introduce the bare essentials here.
Most publicly offered debt and equity securities are underwritten. In Canada, underwriting
is conducted by investment dealers specializing in marketing securities. Three of Canada’s largest
underwriters are RBC Dominion, CIBC World Markets, and TD Securities Inc.
When a public offering is underwritten, an investment dealer or a group of investment dealers (called
a syndicate) typically purchases the securities from the firm and markets them to the public. The underwrit-
ers hope to profit by reselling the securities to investors at a higher price than they paid the firm for them.
By law, public offerings of debt and equity must be registered with provincial authorities, the
most important being the Ontario Securities Commission (OSC). Registration requires the firm
to disclose a great deal of information before selling any securities. The accounting, legal, and
underwriting costs of public offerings can be considerable.
Partly to avoid the various regulatory requirements and the expense of public offerings, debt
and equity are often sold privately to large financial institutions such as life insurance companies and
pension funds. Such private placements do not have to be registered with the OSC and do not require
the involvement of underwriters.
Secondary Markets A secondary market transaction involves one owner or creditor selling to
another. It is therefore the secondary markets that provide the means for transferring ownership of
corporate securities. There are two kinds of secondary markets: auction markets and dealer markets.
Dealer markets in stocks and long-term debt are called over-the-counter (OTC) markets. Today,
like the money market, a significant fraction of the market for stocks and all of the market for long-
term debt has no central location; the many dealers are connected electronically. NASDAQ in the
Chapter 1 Introduction to Corporate Finance 19
United States is a well-known OTC market. As Table 1.3 shows, it is the second-largest stock mar-
ket in the world. The name comes from the National Association of Securities Dealers (NASD),
which sets up the automated quotation (AQ) system. Many smaller technology stocks are listed on
NASDAQ, and the NASDAQ 100 index reflects the rise and fall of tech stocks.
Source: © 2017 WFE - The World Federation of Exchanges. All Rights Reserved. http://www.world-exchanges.org/statistics
/monthly-reports. Used with permission.
The equity shares of most large firms in Canada trade in organized auction and dealer markets.
The largest stock market in Canada is the Toronto Stock Exchange (TSX). Table 1.3 shows the top
10 stock exchanges in the world in 2017. The TMX, which owns and operates the TSX, ranked ninth.
Smaller exchanges in Canada include the Montreal Exchange and the TSX Venture, which consists
primarily of small oil and gas, mining, IT, and biotechnology companies that do not have the market
capitalization to list on the TSX.
Auction markets differ from dealer markets in two ways. First, an auction market or exchange,
unlike a dealer market, has a physical location (like Bay Street or Wall Street). Second, in a dealer mar-
ket, most buying and selling is done by the dealer. The primary purpose of an auction market, on the
other hand, is to match those who wish to sell with those who wish to buy. Dealers play a limited role.
For example, the TSX has computerized its floor trading, replacing the trading floor with a wide-area
computer network. This technological shift makes the TSX a hybrid of auction and dealer markets.
Listing
Stocks that trade on an organized exchange are said to be listed on that exchange. Companies seek
exchange listing in order to enhance the liquidity of their shares, making them more attractive to
investors by facilitating raising equity.16 To enhance liquidity benefits, companies can engage in cross-
listing—the act of listing on domestic and foreign exchanges—which generally provides for higher
security valuations. This effect is most notably seen with foreign firms that cross-list in the United
States.17 To be listed, firms must meet certain minimum criteria concerning, for example, the number
of shares and shareholders and the market value. These criteria differ for different exchanges. To be
listed on the TSX, a company must have at least 1 million shares trading, at least 300 public share-
holders, and a market value of $4 million. Smaller companies may list on the TSX Venture Exchange,
which has less stringent requirements while offering access to the benefits of exchange listing.
Listed companies face significant disclosure requirements. Particularly relevant for Canadian
companies listing in the United States is the Sarbanes-Oxley Act of 2002. The act, better known as
“Sarbox” or “SOX,” is intended to protect investors from corporate abuses. For example, one sec-
tion of Sarbox prohibits personal loans from a company to its officers, such as the loans that were
received by WorldCom CEO Bernie Ebbers.
16
Two relevant studies of Canadian companies listing in the United States are S. R. Foerster and G. A. Karolyi, “The Effects of Market
Segmentation and Investor Recognition on Asset Prices: Evidence From Foreign Listings in the U.S.,” Journal of Finance 54 (June
1999), 981–1013, and U. R. Mittoo, “The Winners and Losers of Listings in the U.S.,” Canadian Investment Review (Fall 1998), 13–17.
17
Michael R. King and Dan Segal, “The Long-Term Effects of Cross-Listing, Investor Recognition, and Ownership Structure on
Valuation,” Review of Financial Studies 22 (2009), 2393–2421.
20 Part 1 Overview
Section 404 of Sarbox requires, among other things, that each company’s annual report have an
assessment of the company’s internal control structure and financial reporting. The auditor must then
evaluate and attest to management’s assessment of these issues.
Sarbox contains other key requirements. For example, the officers of the corporation must
review and sign the annual reports. They must explicitly declare that the annual report does not
contain any false statements or material omissions, that the financial statements fairly represent the
financial results, and that they are responsible for all internal controls. Finally, the annual report must
list any deficiencies in internal controls. In essence, Sarbox makes company management responsible
for the accuracy of the company’s financial statements.
Of course, as with any law, there are compliance costs, and Sarbox has increased the cost of
corporate audits, sometimes dramatically. In 2004, the average compliance cost for large firms was
$4.51 million. By 2007, the average compliance cost had fallen to $1.7 million, so the burden seems
to be easing, but it is still not trivial, particularly for a smaller firm.
In Canada, governance follows a comply-or-explain regime, which requires good governance and
disclosure, but does not mandate compliance with the recommendations. In June 2005, Canada intro-
duced National Policy 58-201 and National Instrument 58-101, which enhance disclosure requirements
and require firms to outline areas in which they do not comply and to explain how they plan to reach the
objectives of the recommendation. Similar to the effects of Sarbox, the policies of 2005 have improved
the corporate governance practices of Canadian firms and increased uniformity of compliance.18
In 2011, Canada moved to the IFRS accounting standards used by public enterprises in other
parts of the world. This makes company financial information provided to regulators and sharehold-
ers more comparable and transparent. As a result, Canadian companies should have easier access to
international capital, funding, and investment opportunities.
1. Importers converting their domestic currency to foreign currency to pay for goods from
foreign countries.
2. Exporters receiving foreign currency and wanting to convert to the domestic currency.
3. Portfolio managers buying and selling foreign stocks and bonds.
4. Foreign exchange brokers matching buy and sell orders.
5. Traders making the market in foreign exchange.
18
Additional readings: K. MacAulay, S. Dutta, M. Oxner, and T. Hynes, “The Impact of a Change in Corporate Governance
Regulations on Firms in Canada,” Quarterly Journal of Finance and Accounting 48:4 (2009), 29–52.
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come will never more see an epic. One race may grow feeble and
decrepit and be unable to do any more work; but another may take
its place. After a time the Greek and Latin writers found that they had
no more to say; and a critic belonging to either nationality might have
shaken his head and said that all the great themes had been used
up and all the great ideas expressed; nevertheless, Dante,
Cervantes, Molière, Schiller, Chaucer, and Scott, then all lay in the
future.
Again, Mr. Pearson speaks of statecraft at the present day as
offering fewer prizes, and prizes of less worth than formerly, and as
giving no chance for the development of men like Augustus Cæsar,
Richelieu, or Chatham. It is difficult to perceive how these men can
be considered to belong to a different class from Bismarck, who is
yet alive; nor do we see why any English-speaking people should
regard a statesman like Chatham, or far greater that Chatham, as an
impossibility nowadays or in the future. We Americans at least will
with difficulty be persuaded that there has ever been a time when a
nobler prize of achievement, suffering, and success was offered to
any statesman than was offered both to Washington and to Lincoln.
So, when Mr. Pearson speaks of the warfare of civilized countries
offering less chance to the individual than the warfare of savage and
barbarous times, and of its being far less possible now than in old
days for a man to make his personal influence felt in warfare, we can
only express our disagreement. No world-conqueror can arise save
in or next to highly civilized States. There never has been a
barbarian Alexander or Cæsar, Hannibal or Napoleon. Sitting Bull
and Rain-in-the-Face compare but ill with Von Moltke; and no Norse
king of all the heroic viking age even so much as began to exercise
the influence upon the warfare of his generation that Frederick the
Great exercised on his.
It is not true that character of necessity decays with the growth of
civilization. It may, of course, be true in some cases. Civilization may
tend to develop upon the lines of Byzantine, Hindoo, and Inca; and
there are sections of Europe and sections of the United States where
we now tend to pay heed exclusively to the peaceful virtues and to
develop only a race of merchants, lawyers, and professors, who will
lack the virile qualities that have made our race great and splendid.
This development may come, but it need not come necessarily, and,
on the whole, the probabilities are against its coming at all.
Mr. Pearson is essentially a man of strength and courage. Looking
into the future, the future seems to him gray and unattractive; but he
does not preach any unmanly gospel of despair. He thinks that in
time to come, though life will be freer than in the past from dangers
and vicissitudes, yet it will contain fewer of the strong pleasures and
of the opportunities for doing great deeds that are so dear to mighty
souls. Nevertheless, he advises us all to front it bravely whether our
hope be great or little; and he ends his book with these fine
sentences: “Even so, there will still remain to us ourselves. Simply to
do our work in life, and to abide the issue, if we stand erect before
the eternal calm as cheerfully as our fathers faced the eternal unrest,
may be nobler training for our souls than the faith in progress.”
We do not agree with him that there will be only this eternal calm
to face; we do not agree with him that the future holds for us a time
when we shall ask nothing from the day but to live, nor from the
future but that we may not deteriorate. We do not agree with him that
there is a day approaching when the lower races will predominate in
the world and the higher races will have lost their noblest elements.
But after all, it matters little what view we take of the future if, in our
practice, we but do as he preaches, and face resolutely whatever
fate may have in store. We, ourselves, are not certain that progress
is assured; we only assert that it may be assured if we but live wise,
brave, and upright lives. We do not know whether the future has in
store for us calm or unrest. We cannot know beyond peradventure
whether we can prevent the higher races from losing their nobler
traits and from being overwhelmed by the lower races. On the whole,
we think that the greatest victories are yet to be won, the greatest
deeds yet to be done, and that there are yet in store for our peoples
and for the causes that we uphold grander triumphs than have ever
yet been scored. But be this as it may, we gladly agree that the one
plain duty of every man is to face the future as he faces the present,
regardless of what it may have in store for him, and, turning toward
the light as he sees the light, to play his part manfully, as a man
among men.
FOOTNOTES:
[21] The Sewanee Review, August, 1894.
XIV
“SOCIAL EVOLUTION”[22]
FOOTNOTES:
[22] North American Review, July, 1895.