上海CMA新P2 5

MODULE 34
PART 2_Corporate TAXES:

Finance
TRANSACTIONS IN PROPERTY
Contents
• Learning outcome statements
• Level A: knowledge, comprehension
• Level B: application, analysis plus Level A
• Level C: synthesis, evaluation plus Level B
• Financial statement analysis 25% Level C

• Corporate finance 25% Level C
• Decision analysis and risk management
25% Level C
• Investment decisions 20% Level C
• Professional ethics 5% Level C
CMA-Part2 Copyright 高才国际教育集

团
Corporate finance
• Investment Risk &Portfolio Management
• Financial Instruments & Cost of Capital
• Managing Current Assets
• Raising Capital, Corporate Restructuring, &
International Finance

团
International
Financial
Corporate
Restructuring
– Exchange rates
Raising Capital
– Financing
– M&A international
– Divestures trade
– Financial Market – Bankruptcy – Transfer pricing
– IPO – Political risk
– Dividend
– Lease
– etc

团
Financial markets

团
Financial markets
• Financial markets can be classified as money market,
capital or derivative market
– Capital market
• Trade long-term debt and equity securities
• Long term debts
• Equity securities
– Derivative market
• Futures
• Options
• Swap

团
Financial markets
• Financial markets can also be classified as primary
market or secondary market
– Primary market
• Corporations and governments raise new capital
by making initial offerings of their securities
– Secondary market
• Provide trading of previously issued securities
• Auction market: stock exchange
• Over-the-counter (OTC) market: dealer market

团
Financial markets
• Financial intermediaries are specialized firms that help
create and exchange the instruments of financial markets.
Financial intermediaries increase the efficiency of financial
markets through better allocation of financial resources:
• Financial intermediaries include:
– Commercial banks
– Life insurance companies
– Private pension funds
– State and local pension funds
– Mutual funds
– Finance companies
– Investment bankers

团
Efficient markets hypothesis
• Efficient markets hypothesis (EMH) states that current
stock prices immediately and fully reflect all relevant
information. Hence, the market is continuously adjusting
to new information and acting to correct pricing errors.
• Under EMH, it is impossible to obtain abnormal returns

by fundamental or technical analysis

团
Efficient markets hypothesis
• EMH has three forms
– Weak form
• Current securities prices reflect all recent past
price movement data, technical analysis will not
provide a basis for abnormal returns.
– Semistrong form
• Only public are disclosed, insider trading can have
abnormal return with private information
– Strong form
• All public and private information are disclosed,
insider trading has no abnormal return

团
Rating agencies
• Rating agencies
• Ratings are based on the probability of default and the
protection for investors in case of default.
• Ratings are determined based on financial statement
analysis, which will be affected by cash flow stability
and amount of debt already issued.
• The higher the ratings, the lower required rate of return
and lower interest costs to issuing firm.

团
Rating agencies
• Rating agencies
• Standard & Poor’s rates bonds from high to poor quality:
– AAA and AA: highest quality and little chance of
default
– A and BBB: investment grade, lowest-rated securities
that many institutional investors are permitted to hold
– BB and below: speculative, junk bonds
– CCC and D: very poor quality, significant likelihood of
default

团
Investment banking
• Investment banking: help to sell new securities, assist in
business combination, act as brokers in secondary
markets and trade for their own accounts
– Best efforts sales of securities: no guarantee
– Underwritten deal or firm commitment: provide a
guarantee
• Flotation costs: costs of issuing new securities
– Underwriting spread=price paid-amount received
– Filing fee, accountant’s and attorney’s fee
– Green Shoe option, allows underwriter to buy
additional shares to compensate for oversubscriptions.
It is exercised only when the offer price is lower than
the market price.
团
Initial public offering
• Initial public offering (IPO)
• Advantage of IPO
– Raise additional funds
– Increase reputation
– Increase in liquidity of the shares
• Disadvantage of IPO
– Reporting requirement of SEC
– Operating data disclosed to competing firms
– Networth information disclosed to shareholders
– Limitations on self-dealing by corporate insiders
– Loss of control
– Pressures for earnings growth
团
• IPO Process
– Preregistration decisions
• Determine the underwriter and other intermediaries
• Determine the amount to be raised
• Determine the type of securities to sell (debt or
common shares)

团
• IPO Process (cont)
– Registration
• In order to sell securities to the public, the issuer of
the securities must register with the SEC. There
are a number of different registration forms,
depending upon the situation of the company.
• A registration statement is a complete disclosure to
the SEC providing financial and other pertinent
information.
– SEC does not make any judgment on the financial health
of an investment or guarantee the accuracy of the
information.
– Registration does not insure investors against loss.
– For small businesses, forms are simpler.
团
– Registration has three distinct periods:
• Prefiling period: preliminary negotiation and
agreements with underwriters. Offers to buy and
sell are prohibited
• Waiting period: oral offer is allowed based on
preliminary/red herring prospectus
– Information may be published in tombstone
ads during waiting period.SEC has 20 days to
review and comment and may issue bedbug
letter for poor disclosure or failure to disclose
adequately.
• Post-effective period: registration statement
becomes effective and securities can be sold
团
– Prospectus
• The prospectus is used to provide investors with
the necessary information to make an informed
decision
• Issuer can modify by filing 10 copies
• Information should be updated to ensure it is not
more than 16 months old for those prospectus still
in use more than 9 mths.
• Information should be updated if developed to be
misleading without regard to 9 mths restrictions.

团
– Entire allotment of securities is made available for
purchase on the effective date of registration
statement. Exception: Shelf registration
• Shelf registration: A company may make shelf
registration with the SEC. This is essentially a pre-
registration of securities that the company is
planning to issue. The shelf registration is valid for
two years and the company can then immediately
issue the securities when the time is right.
– Respond quickly in volatile markets and reduce
flotation costs
• Large companies who often make issuances of
securities usually use shelf registrations.
团
• IPO vs seasoned issues
– Cash offer: IPO and seasoned issues and debt sold
– Rights offer: seasoned issues (preemptive right)
– Pricing
• seasoned issues: based on recent market price
• IPO: difference between issuer(high to raise funds)
and investment banker (low to facilitate sales)
• External audit opinion: Unqualified opinion

团
Private Placement
• Nonpublic offering
• To a small number of private investors
• Subject to Securities Act of 1933
• The purchasing is for investment, not for RESALE!

团
Dividend policy
• Factors influence dividend policy
– Legal restriction
• Can not be paid out of paid-in-capital
– Stability of earnings
• Companies with fluctuate earnings will pay out a smaller
dividend during good years
– Rate of growth
• Internal equity financing is cheaper and convenient
– Cash position
– Restrictions in debt agreements
– Tax position of shareholders
• Prefer future capital gain to dividend with high tax bracket
• Accumulated earnings tax will be posed on a corporation
团
Dividend policy
• Dividend policy
– High dividend rate means lower rate of growth
– High growth rate means lower dividend rate
– Maintain a stable level of dividend
• Attract investor with expectation of receiving
certain dividend every year
• Indicate the stable business growth of the
company
– Change in dividend policy is a signal of management
forecast of future earnings

团
Dividend policy
• Important dates on dividend
• Date of declaration
– Becomes a liability of the company (Dr: RE, Cr: dividend
payable)
• Date of record
– Determine the shareholders who will receive the declared
dividend
• Date of distribution
– Actual dividend pay out (Dr: dividend payable, Cr: cash)
• Ex-dividend date
– Only investors who own the stock before/on EX-dividend date
will receive the dividend
– Shareholder register is caused during period from EX-dividend
date to date of record
– Stock price is dropped on EX-dividend date by the dividend
团
Dividend policy
• Types of dividend
• Cash dividend
– Dr: RE, Cr: dividend payable
• Stock dividend
– Dr: RE, Cr: paid in capital
• Stock split
– No accounting entry
• Advantages of stock dividend and stock split
– Cash is saved for business development
– Price per share is lower by more share outstanding,
which attract more smaller investors and increase the
price accordingly
– Investors have a good opinion of the company as they
CMA-Part2 believe they are something in value. Copyright 高才国际教育集
团
Financial markets
• A share repurchase
– Buy back common stock on the open market.
– Called treasury shares
– Purpose: share option, stock dividend, prevent hostile takeover
• Dividend reinvestment plan (DRP)
– Dividend are reinvested in common stock
– Broker’s fee is zero or little
– A source of financing that the company can issue stock at
current market value without underwriting cost
• Inside trading
– Purchase or sell a security while in possession of material
nonpublic information

团
Lease
• Sale-leaseback
• Capital lease
– Purchase of an asset in reality
– Ownership is transferred
• Operating lease
– Ownership is not transferred
• Criteria in judging a capital lease
– Title reverts to the lessee at the end of the lease
– There is a bargain purchase option
– The lease term is 75% or more of the useful economic
life
– PV of minimum lease payments equal 90% or more of
the FV of the lease property
团
International
Financial
Corporate
Restructuring
– Exchange rates
Raising Capital
– Financing
– Dividend
– Lease
– etc

团
Merger and acquisition
• Merger is a business transaction in which an acquiring
firm absorbs a second firm.
• A consolidation is similar to merger, but a new entity is
formed and neither of the merging entities survive.
• Four types of merger
– Horizontal merger: two firms are in the same line of
business
– Vertical merger: combine a firm with supplier or
customer
• Forward Integration & Backward Integration
– Congeneric merger: combine with a firm of related
products to pursuit of leader in certain aspect
– Conglomerate merger: combine two unrelated firms
in different industries
团
Merger and acquisition
• Acquisition is the purchase of all of another firm’s
assets or a controlling interest in its stock.
– Acquisition of a firm’s assets require a vote of the
shareholders.
– Acquisition of a firm’s stock
• Friendly, require a vote of the shareholders
• Hostile or rejected by BOD
– A tender offer is made directly to all the shareholders
to tender their shares for a specified price.

团
Takeover
• Takeover: the transfer of control from one ownership
group to another, incl. not only M&A, but also proxy
contests and going private.
• Proxy contest - A battle for the control of a firm in which
a dissident group seeks, from the firm's other shareholde
rs, the right to vote those shareholders' shares in favor of
the dissident group's slate of directors. Also called proxy
fights.
• Going private - The repurchasing of all of a company's
outstanding stock by employees or a private investor.
– Stock to be delisted
– Transaction is usually structured as a leveraged
buyout (LBO).

团
Corporate Restructuring
• Opposition to the Combination
• Greenmail - is the practice of purchasing enough shares
in a firm to threaten a takeover and thereby forcing the
acquiring firm to buy those shares back at a premium in
order to suspend the takeover
• Staggered election of directors requires new
shareholders to wait several years before being able to
place their own people on the board. (e.g 1/3 annually)
• Golden parachutes are provisions passed by a board of
directors require a payments to specified executives if
their employment is terminated by the acquiring firm
following a takeover

团
• Poison pill – A strategy used by corporations to
discourage hostile takeovers, attempting to make its
stock less attractive to the acquirer. There are two basic
types of poison pills:
– A "flip-in" allows existing shareholders (except the
acquirer) to buy more shares at a discount.
– A "flip-over" allows stockholders to buy the acquirer's
shares at a discounted price after the merger.

团
• Reverse tender – The target corporation may respond
with a tender offer to acquire control of the tender offeror.
• ESOP – Employee stock ownership plan (favorable to
current management)
• White knight merger
• Crown jewel transfer – sells or disposes of one or
more assets that made it a desirable target
• Legal action

团
• Other Restructurings
• Spin-off – creation of a new separate entity from
another entity, with the new entity’s shares being
distributed on a pro rata basis to existing shareholders of
the parent entity
• Divestiture – the sale of an operating unit of a firm to a
third party
• Leveraged cash-out (LCO) – borrowing heavily to issue
a very large dividend which acts as poison pill

团
• Synergy: value of the combined firm exceed sum of
separate
• Operational synergy
– Revenue↑ Cost ↓
– Operational synergy come from
• Horizontal merger->more balanced product line
and stronger distribution system ->cost reduction
due to economies of scale in production
• Vertical merger->improved coordination of
successive activities in the production process
• Financial synergy
– Cost of capital ↓ for larger firms (low risk)
– Better cash flow->liquidity ↑ -> ↓ probability of bankruptcy
团
• Synergy
• Market power
• Competition ↓
• Antitrust restrictions!
• Strategic position
• Tax benefits
• If acquired firm has an unusual net operating loss and
the acquiring firm is profitable
• Best use of surplus cash (capital gains from a
combination are not taxed until the shares are sold)

团
Bankruptcy
• A firm may be either insolvent when its debt exceed its
assets or illiquid when cash flows are insufficient to met
maturing obligations.
• Respond to insolvency include: combing with another
firm, selling assets, reducing cost and issuing new debt,
etc. however, these may not succeed or have already
failed.
• Consequently, a formal bankruptcy is declared, voluntary
or involuntary.

团
Bankruptcy
• There are two options in bankruptcy
• Liquidation (trustee)
– Under Chapter 7 of the Bankruptcy Reform Act of 1978
– Creditor’s collection is ceased after filing and issuance of relief
– Order of claims in liquidation
• Trustee compensation
• Claim of secured creditors
• Expense for preserving and collecting the estate
• Wages and employee benefit
• Unsecured claims for customer deposits
• Taxes
• Unfunded pension plan
• Claim of general or unsecured creditors
• Claim of preferred shareholders
• Claim of common shareholders
团
Bankruptcy
• Reorganization (operate own business as debtor-in-
possession, under examination)
– Under Chapter 11 of the Bankruptcy Reform Act of
1978
– It’s purpose is continuation of the business
– it’s a process of negotiation with creditors for
adjustment and discharge of debt
– Partnerships, corporations and any person who may
be a debtor under Chapter 7 (except stock and
commodity brokers) are eligible debtors
– Divide creditors' claims and shareholder’s interest into
classes, claims in each class must be treated equally

团
International
Financial
Corporate
Restructuring
– Exchange rates
Raising Capital
– Financing
– Dividend
– Lease
– etc

团
Foreign exchange
• Exchange rate is the price of one country’ currency in
terms of another country’s currency
• Demand for a country’s merchandise, capital assets,
finance instruments ↑-> Demand for its currency ↑

团
Foreign exchange
• Exchange rates may be stated in terms of the number of
units of foreign currency for $1, or the number of dollars
for 1 unit of foreign currency.
• When currency A appreciates against currency B, it
buys more of currency B than it had in the past.
• When currency A depreciates against currency B, it
buys less of currency B than it had in the past.
• Because these two currencies are linked, the
appreciation of either currency will always result in the
depreciation of the other currency.

团
Foreign exchange
• Effect of Appreciation
• When a currency appreciates, because it buys more of
the foreign currency, imports become relatively cheaper
and exports of the country will become relatively more
expensive for citizens of the other country.
– As a currency appreciates, imports will increase and
exports will decrease, and the trade balance will
become more negative (deficit)

团
Foreign exchange
• Effect of Depreciation
• When a currency depreciates, because it buys fewer of
the foreign currency, imports become relatively more
expensive and the country’s exports become relatively
cheaper for citizens of the other country.
– As a currency depreciates, the opposite will occur and
the trade balance will become more positive (surplus)

团
Foreign exchange
• Foreign exchange Rate
• From 1876 to 1913, Gold Standard, fixed FX
– Currencies peg to a specific amount of gold
• From 1944 to 1971, Bretton Woods System, also fixed
FX
– Currencies peg to US $, which guaranteed can be
converted into gold
• From 1973, establishment of floating exchange rate
• A managed float exchange rate is somewhere between a
fixed and floating exchange rate.

团
Foreign exchange
• There are four main ways in which an exchange rate is
determined:
– Floating exchange rate
– Fixed exchange rate
– Managed float exchange rate
– Gold standard
• The gold standard is a monetary system in which the
standard economic unit of account is a fixed weight of gold.

团
Floating Exchange Rate
• Under this system, the market forces of supply and
demand of the currency determine the exchange rate.
– If foreigners want to buy U.S. goods, they must pay in
dollars. This in turn increases the demand for dollars,
which will drive the price of the dollar up.
– If people in the U.S. want to buy foreign goods, they
must pay in foreign currency. To get the foreign
currency they must sell their dollars. This increase in
the supply of dollars decreases the exchange rate of
the dollar.

团
Floating Exchange Rate
• The manner in which the equilibrium point is determined
for an exchange rate depends on the time period that is
considered.
– In the long-term, theoretically, the exchange rate will
be the rate at which each good costs the same in all
countries. This is called “Purchasing Power Parity”.
– In the medium-term the exchange rate is determined
by the state of the local economy compared to other
economies.
– In the short-term the exchange rate is influenced by
the interest rates in the two countries.

团
Fixed Exchange Rate
• In a fixed exchange rate system the exchange rate is set
by the government, or a representative of the
government like a central bank.
• When the exchange rate is above the equilibrium rate
in a free market, there will be a deficit in the balance of
payments.
– This occurs because the currency is overvalued and
therefore imports are very cheap and exports are very
expensive for other countries.
• When the exchange rate is below the equilibrium rate,
there will be a surplus in the balance of payments.
– This occurs because the currency is undervalued and
therefore imports are expensive and exports are
cheap for other countries.
团
Fixed Exchange Rate
• Maintaining a Fixed Exchange Rate
– The government buys or sells its own currency and
other currencies in the market to manipulate the
supply of and demand for its currency against each of
the other nations’ currencies.
– The government needs to accumulate large holdings
of other nations’ currencies in order to use them to
sell as needed in order to buy its own currency.

团
Managed Float Exchange Rate
• A managed float exchange rate is somewhere between
a fixed and floating exchange rate.
• The government allows the exchange rate to fluctuate
freely within a range.
– The government will actively buy and sell its own
currency in order to maintain the exchange rate within
that range.
• A government does this to prevent large fluctuations in
the exchange rate of its currency.

团
Spot Rate versus Forward Rate
• Currency exchange rates can be defined by the time
frame in which the actual transaction takes place.
• The spot rate is the rate that is used for transactions at
the current point in time. It is the current exchange rate.
• The forward rate is a specified exchange rate for a
currency transaction that will be completed at a specified
future date.
• The forward rate is not a predictor of the future spot rate.
• Spot rate>forward rate->selling at a discount in forward
market
• Spot rate<forward rate->selling at a premium in the
forward market
• Annual effect=(Forward-Spot)÷Spot×# forward period a
year
团
Discounts and Premiums
• The U.S. dollar is selling at a premium in the forward
market if its spot exchange rate as expressed in the
number of foreign currency units per U.S. dollar is lower
than the forward exchange rate.
• The U.S. dollar is selling at a discount in the forward
market if its spot exchange rate as expressed in the
number of foreign currency units per U.S. dollar is
greater than its forward exchange rate.

团
Foreign Currency Payables and
Receivables
• The holders of foreign currency denominated payables
and receivables are effected by changes in the exchange
rate.
• If the domestic currency is expected to appreciate in the
future, a company wants to collect its receivables as
soon as possible and delay payment of its payables as
long as possible.
– As the domestic currency appreciates in value, the set number
of units of the foreign currency to be received in the future will
purchase fewer units of the stronger domestic currency.
– Similarly, in a period of appreciation, it will take fewer domestic
units to purchase the required number of foreign currency units
to settle the liability.

团
Foreign Currency Payables and
Receivables
• If the domestic currency is expected to depreciate in the
future, a company wants to collect its receivables as late
as possible and settle its payables as soon as possible.
– As the domestic currency depreciates in value, the set number
of units of the foreign currency to be received in the future will
purchase more nits of the weaker domestic currency.
– Similarly, in a period of depreciation, it will take more domestic
units to purchase the required number of foreign currency units
to settle the liability in the future.

团
Managing Exchange Rate Risk
• Exchange rate risk is the risk that a company will lose money as a
result of fluctuation in exchange rates while holding foreign currency
in cash or other monetary items.
• This risk may be avoided or reduced by:
• Natural hedges – purchasing materials for production and selling
product in the same market.
• Operational hedges – balancing monetary items: keeping foreign
denominated assets and liabilities equal.
• International financing hedges – borrowing in a foreign currency
to offset a net receivables position in that currency
• Hedging – for example, buying or selling a forward contract:
buying currency that the company will need to make payments on
payables in the future and selling currency that the company
expects to receive in the future.

团
Exercise
• International Finance
The dominant reason countries devalue their currencies
is to
A. Discourage exports without having to impose controls.

B. Curb inflation by increasing imports.
C. Slow what is regarded as too rapid an accumulation
of international reserves.
D. Improve the balance of payments.

团
Exercise
• International Finance
Country R’s currency would tend to depreciate relative to
Country T’s currency when
A. Country T has a rapid rate of growth in income that

causes imports to lag behind exports.
B. Country R switches to a more restrictive monetary
policy.
C. Country R has a rate of inflation that is lower than the
rate of inflation in Country T.
D. Country R has real interest rates that are lower than
real interest rates in Country T.

团
Foreign Investments
• Foreign investments and operations are more difficult to
manage than domestic operations because of the
additional risks.
• These risks include exchange rate risk, political risk and
sovereignty risk as well as all of the business risks that
exist in some countries.
• Benefits include the benefit from diversification. The
lower the correlation coefficient between each set of
projects, the lower the company’s overall risk.
• The company must be certain that the return received
from the foreign investment offsets the additional risks
that are involved.

团
Foreign Investments
• Direct foreign investment
– Lower tax
– Depr. Allowance
– Access to foreign capital source
• Costs
– Exchange rate risk
– Sovereignty (or political) risk
– Local partner requirements
– More difficult to manage (e.g. culture difference)

团
Foreign Investments
• Indirect foreign investment
• Costs
– Exchange rate risk
– Political risk

团
Foreign Investments
• For home country
• Benefits:
– Typical benefits in free trade
– Improve earnings & exports to foreign subsidiary
– Obtain scare resource
• Costs:
– Loss job & tax
– Political risk
– Make domestic rival under disadvantage

团
Foreign Investments
• For the host country
• Benefits
– Gain capital, technology, management ability
– Improving output & efficiency
– Stimulation of competition
– Increasing tax and living standard
• Costs
– Net capital outflow
– Unreasonable transfer price
– MNC’s anticompetitive activities

团
American Depository Receipts
• ADRs are a method by which a foreign company can sell
shares in the U.S. without having to go through the
formal SEC share registration process.
• The foreign company deposits some of its shares with a
bank. The bank then issues certificates called ADRs,
which represent the shares of the foreign company that
the bank holds. The ADRs can be traded in the
secondary market just as stock is.

团
International Tax Considerations
• Treaties: avoid double taxation
• Most countries tax only the domestic income
• U.S. taxes worldwide income of a domestic corporation,
double taxation is avoided by allowing a credit for
income tax paid to foreign countries or by treaty
provisions.
• Transfer pricing
– Tariffs lead to exporters reduce the price
– Non-tax aspect: bypass limits on remittances

团
Transfer pricing
• Transfer pricing refers to the prices charged for goods
or services that are exchanged between the related
units of a multinational corporation.
• A company may set transfer prices such that most of its
profits are booked in the low tax region.
• Transactions between subsidiaries of MNCs are
supposed to be priced as “arm’s-length” transactions -
the prices should be the same as they would be if the
two parties were not related.
• However, some possibilities exist for flexibility in transfer
pricing policies, and MNCs attempt to set transfer prices
that reduce the tax burden while remaining within the
legal guidelines.

团

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MODULE 34

PART 2_Corporate TAXES:

• Financial statement analysis 25% Level C

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

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• Under EMH, it is impossible to obtain abnormal returns

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• External audit opinion: Unqualified opinion

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CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

A. Discourage exports without having to impose controls.

CMA-Part2 Copyright 高才国际教育集

A. Country T has a rapid rate of growth in income that

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

CMA-Part2 Copyright 高才国际教育集

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