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CorpFin 1
CorpFin 1
The shareholders are not the managers – therefore there is a conflict of interest between
1. Owners & Management
2. Directors, Creditors, Employees, Customers, and other stakeholders
To ensure that the interest of the shareholders is not compromised, there are various things put in place to
ensure this.
Etiquette
Code of Conduct
Discipline
Checks & balances (Internal Control)
Charter of responsibilities
An effective and sustained channel of communication with the shareholders is at the core of corporate
governance
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Meaning of Corporate Governance (Contd.)
Corporate Governance: the system of internal controls and procedures by which companies ensure
transparency in working and communicate effectively with all the stakeholders.
It provides framework that defines the rights, roles and responsibilities of different groups –
1. Management
2. Controlling shareholders and
3. Minority or non controlling shareholders.
4. Board
Minimizes and manages the conflicting interests between insiders and external shareholders.
1. Shareholders
2. Creditors
3. Managers and Employees
4. Board of directors
5. Customers
6. Suppliers
7. Governments/Regulators
Shareholders
(Owners)
Directors
(Representative of owners to control employees)
Management
(Employees of company)
Includes recognizing, organizing, and understanding the interests of stakeholder groups and on that
premise dealing with the organization's associations with these groups.
Mechanism:-
• General meetings
• Board of director mechanisms
• The Audit function
• Reporting and transparency
• Policies on related-party-transactions
• Remuneration policies
• Say on Pay
• Contractual agreement with creditors, Customers and suppliers
• Laws and regulations
These are the representatives of the owners which are appointed at ensure the proper corporate governance
The duty of the board is to act in the long term interest of the shareholders
Three characteristics of BOD
1. Independence
2. Experience
3. Resources
Things to be considered
1. Shareowners may elect board members
a) Every year or for
b) staggered multiple-year terms
2. The board has filled a vacancy for the remainder of a board member’s term without receiving shareowner
approval at the next annual general meeting
3. Shareowners can vote to remove a board member under certain circumstances
4. The board is appropriate size for the facts and circumstances of the company.
1. Audit Committee:- To Ensure that financial information reported by the company to the shareholders is
complete, accurate, reliable, relevant and timely.
2. Governance Committee:- The essential part of the governance board of trustees is to guarantee that the
organization embraces good corporate governance practices.
3. Remuneration Committee:-
• Its responsible for ensuring that compensation and other awards encourage executive management to act in
ways that enhance the company’s long term profitability and value.
• Include only independent board members on the committee
• Linking executive compensation to the long term profitability of the company
4. Nominations Committee:- To distinguish candidates who are met all requirements to serve as directors and
suggests their nomination for election by shareholders
5. Risk Committee:- The committee oversees establishing enterprise risk management plans and monitors
their implementation.
6. Investment Committee:- The board surveys material investment opportunities proposed by administration
and considers their suitability for the organization
Market factors:-
Shareholder engagement
Shareholder activism
Competition and takeovers
Non-market factors:-
Legal environment
The Media
The corporate governance industry
Shortcomings in stakeholder management systems or the appropriation of poor administration structures can
make various risks for stakeholders and an organization.
Weak control system
Ineffective decision making
Legal, Regulatory, and Reputational Risks
Default and Bankruptcy risk
A good governance structure can be reflected in operational efficiency, improved control forms, better monetary
execution, and lower levels of risk.
Operational efficiency
Improved Control
Better Operating and Financial Performance
Lower Default Risk and cost of debt
ESG integration is the act of considering ecological, social, and administration elements in the speculation
procedure.
Negative screening is the most common ESG investment strategy. It refers to the practice of excluding
certain sectors, such as companies engaged in fossil fuel extraction or production, or excluding companies
that violate accepted standards in such areas as human rights or environmental concerns.
Positive screening intends to distinguish organizations that grasp strong ESG-related standards in their
operations and procedures.
Thematic investing strategies commonly consider a single factor, for example, vitality productivity or
environmental change.
Investing
Financing
Dividend
Step 4
Monitoring and Post-auditing
Compare expected and realized results and explain any deviations
Project Sequencing:
Sequenced through time, so that investing in a project creates the option to invest in the future projec
Example: A chemical company can first select a project to establish the chemical plant and then to use the
excess heat of chemicals it can establish a chemical power plant.
2. Independent Projects:
• These projects can be selected irrespective of the other project.
• Acceptance of one project DOES NOT mean the rejection of the other.
• DO NOT Compete directly with each other:
a) Entering a new market – South Africa and Egypt – BOTH can be done at the same time;
b) Purchase of CDs – Moser Baer and Sony – BOTH can be done at the same time.
The methods which are used to evaluate the project based on its cash flows are known as the techniques of
capital budgeting.
There are five main techniques of capital budgeting:
1. Payback Period (PBP)/(DPBP);
2. Net Present value (NPV);
3. Profitability Index (PI);
4. Internal Rate of Return (IRR) and
5. Average Accounting Rate.
Each technique has a different mathematical construct to evaluate the project. Each of these have their
limitations and advantages, vis-à-vis other techniques.
Due to a difference in the basic construct, the evaluation result may be DIFFERENT.
The discounted payback method uses the present value of the project's estimated cash flows.
It is the number of years it takes a project to recover its initial investment in the present value terms.
It is always greater than the payback period without discounting.
Limitations:
• Cash flows post the DPBP are not considered.
• Profitability of the project is ignored (unlike NPV).
Project A Project B
Discounted Discounted
Year CFAT Year CFAT
CF @ 6% CF @ 6%
0 -3000 -3000 0 -3000 -3000
1 1,500 1415 1 600 566
2 1,200 1068 2 900 801
3 900 756 3 1,200 1008
4 600 475 4 1,500 1188
5 1000 747 5 1000 747
Initial Investment - 3,000 ; Cost of capital is
6%
DPBP ? ?
A firm invests project for $100000 with 5 years life. The asset is depreciated on a straight line basis and is
expected to produce the following net income for the firm:
Year PAT
1 20000
2 30000
3 10000
4 15000
5 25000
ARR ?
(20000+30000+10000+15000+25000)/ 5
AAR= =40%
(10000−0)/2
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Tech 3 – Net Present Value (NPV)
NPV is the profitability of the project on a present value basis. Few discount all the CFs to PV and then
compare them.
As the name suggests, it is the NET difference between the present value of Cash inflows and the present
value of cash outflows discounted at the required rate of return.
NPV = PVCI – PVCO
As a conventional pattern of cash flow, PVCI can be expressed as:
Where,
• CFt = after tax cash flow at time t;
• k = required rate of return for project.
Decision criteria:
IF… DECISION
NPV > 0 The project may be accepted.
NPV < 0 The project should be rejected.
The Company is indifferent to the acceptance or rejection of the project.
NPV = 0
The project does not add any value to the shareholder.
Project A Project B
Year CFAT Year CFAT
0 -3000 0 -3000
1 1,500 1 600
2 1,200 2 900
3 900 3 1,200
4 600 4 1,500
5 1000 5 1000
NPV ? ?
Where:
CF0 = initial investment outlay (a negative cash flow)
CFt = after-tax cash flow at time t
k = required rate of return for project
Choosing the correct rate of discount is crucial for effective project evaluation process.
Project C
Year CFAT
1 10,000
2 11,000
3 10,500
4 14,000
5 12,500
Initial Investment – 48,000
WACC is 6%, NPV = ?
WACC is 10%, NPV = ?
Answer 1:
1,820.91 5,563.20
Answer 2:
Observation: As the cost of capital (discount rate) increases, NPV reduces because cash flows are
discounted at a higher rate, and hence have lesser present value.
2. Cash flows are analysed on an after-tax basis, because shareholders get the benefit from profit after tax
only. Please note that:
Cash flows After Tax is NOT EQUAL to Net Income. (PAT from Income Statement).
5. A project must earn equal to, or more than, its opportunity Cost to be accepted (like a benchmark).
• Opportunity Costs is the profit that would have earned through the next best project.
• E.g.: Investment in Stocks versus Interest Income in an FD
PI is the INDEXED return earned by the project over its initial cash outflow.
PI is the present value of a project's future cash flows divided by the initial cash outlay.
Decision criteria:
• If PI > 1.0, accept the project or
If NPV is >0, PI >1
• If PI < 1.0, reject the project.
If NPV is <0, PI <1
Project A Project B
Year CFAT Year CFAT
0 -3000 0 -3000
1 1,500 1 600
2 1,200 2 900
3 900 3 1,200
4 600 4 1,500
5 1000 5 1000
Initial Investment -3,000; Cost of capital is 6%
PI ? ?
Project A Project B
Year CFAT Year CFAT
0 -3000 0 -3000
1 1,500 1 600
2 1,200 2 900
3 900 3 1,200
4 600 4 1,500
5 1000 5 1000
Initial Investment -3,000; Cost of capital is 6%
From a mathematical perspective, IRR is the discount rate that equals the present value of the incremental
after-tax cash inflows to the initial cost of the project.
Decision Criteria:
• If IRR > the required rate of return, accept the project.
• If IRR < the required rate of return, reject the project.
Project A Project B
Year CFAT Year CFAT
0 -3000 0 -3000
1 1,500 1 600
2 1,200 2 900
3 900 3 1,200
4 600 4 1,500
5 1000 5 1000
IRR ? ?
Cfo = -3000, CF1 = 1500, CF2 = 1200, CF3 = 900, CF4 = 600, CF5 = 1000
IRR CPT
NPV Profile is the graph that shows a project’s NPV as a function of various discount rates.
• NPV on Y-axis and Discount Rate on X-axis.
The discount rate where NPV is 0, is the IRR.
When discount rate = 0, NPV reflects the undiscounted difference between inflows and outflows.
NPV
A preferred
over B
A
B preferred
Crossover Rate over A
B
IRR of B
IRR of A
Rate
A is preferable B is preferable
For conventional projects, the NPV and IRR will yield the same result on whether to invest or not to invest.
NPV and IRR may give conflicting results for different project sizes. Thus, choose NPV.
NPV is theoretically the best method. However, a limitation is that it does not include any consideration to the
size of the project. For example, an NPV of $100 is good for project costing $1000, but not so great for a
project costing $1 million.
Advantage of IRR is that it measures profitability as a percentage of the return on the investment.
Limitations of IRR:
• IRR might give conflicting project ranking as compared to NPV for mutually exclusive project.
• Multiple IRR may be there in case of unconventional cash flow pattern.
• No IRR may be there in a few cases.
• IRR assumes that yearly returns are invested at the IRR. This may not always be possible.
Gist:
1) In terms of consistency with owners’ wealth maximization, NPV and IRR are preferred over other methods.
2) Larger companies tend to prefer NPV and IRR over the payback period method.
3) The payback period is still used, despite its failings.
4) The NPV is the estimated added value from investing in the project; therefore, this added value should be
reflected in the company’s stock price.
NPV is the addition to shareholders’ wealth (at To) by taking an action and discounting its CFs using WACC.
Wealth of the shareholders is measured by the share price.
Therefore by Fundamental Analysis, NPV is an addition in the Market capitalization at To.
The value of the company is the value of the existing investments, plus the NPV of all future investments.
If a project has an NPV of $250 Mn and the current value of the company is $5,000 Mn (100 Mn outstanding
shares), the total market cap will increase by $250 Mn.
• Share price should increase by $2.5 ($250 Mn divided by 100Mn).
• New share price will be $50 + $2.5 = $52.5.
Profitability Index is used to rank projects on the basis of their relative returns.
Which of the following is the least accurate about discounted payback period?
A. It ignores the terminal value
B. It is shorter than the regular payback period
C. It is the time taken by the present value of cash flows to equal the initial investment
Ans. (C) If the cost of capital > IRR then NPV can be negative, whatever is the value of IRR.
Cash flows should include opportunity costs.
Discounted payback period is larger than the normal payback period, because future cash flows are discounted
and their PV is less than the undiscounted value.
A company X bought a machinery for $100 and expects to give the following cash inflow – Year 1: 50, Year 2: 40,
Year 3: 10, Year 4: 15.
The Required rate of return is 4%. Calculate the Payback Period and Discounted Payback Period.
A. 3 and 3.47
B. 3.47 and 3
C. 3 and 4
Sigma Tech has a net worth of $4 million and Global Inc has a net worth of $500 million. Which of the following
methods of capital budgeting is the most likely to be used by these companies?
A. Sigma should use the NPV method
B. Global should use the discounted payback method
C. Sigma should follow the discounted payback method
Ans. (C) Sigma is a smaller company as compared to Global, and hence is more likely to follow the discounted
payback method.
Ans. (A) Capital budgeting has 4 steps. In none of the steps, capital is raised in the capital budgeting process.
Which of the following costs is the least likely to be used in capital budgeting analysis?
A. Fees paid to a marketing research firm to estimate the demand for a new product prior to a decision on the
project
B. Cannibalization of its existing product market due to the launch of another product by a firm
C. The tax saving affect of depreciation cost
Ans. (A) Fees paid to a marketing research firm to estimate the demand for a new product prior to a decision on
the project is a sunk cost and should not be included in the capital budgeting analysis.
With regards to capital budgeting, an appropriate estimate of the incremental cash flows from a project is the
least likely to include:
A. Interest Costs
B. Externalities
C. Opportunity Costs
The effects that the acceptance of a project may have on firm’s other cash flows is known as:
A. Opportunity Cost
B. Externalities
C. Sunk Cost
Ans. (B) Opportunity Cost: Cash flows that a firm will lose by undertaking the project is the effect that the
acceptance of a project may have on firm’s other cash flows. While the Sunk Cost are costs that cannot be
avoided, even if the project is not undertaken.
k. Describe the marginal cost of capital schedule, explain why it may be upward-sloping with respect to
additional capital, and calculate and interpret its break points;
l. Explain and demonstrate the correct treatment of flotation costs.
The three main decisions to be taken by a Finance Manager are: Common Objective:
• Financing Decision: How to raise the most optimum finance; To maximize
• Investment Decision: How to make the most optimum investments and Shareholders’ wealth
• Dividend Decision: How to distribute profits in the most optimum manner.
Financing and Investing decisions are independent: There is no one-to-one relationship between every
action of the two decisions.
In evaluating the investing decisions, there is the need for an opportunity cost against which the returns from
the project/asset can be compared with.
• This opportunity cost is the genesis of Cost of Capital.
Amount of Certainty of
Source of capital
return payment
Costs of
Capital
Cost of Cost of
Cost of Debt Preferred Common
Equity Equity
Variations
Return on Capital Asset Dividend Bond Yield
Yield to because of
Debt Rating Preferred Pricing Discount plus Risk
Maturity Callability,
Stock Model Model Premium
etc.
A. Company perspective:
• Interest rate at which firms can issue new debt (Kd) (this is generally used for perpetual debt):
Interest expense on the debt capital is an allowable expenditure for tax purposes >> results into tax savings.
After-tax cost of debt = interest rate - tax savings = Kd - Kd(t) = Kd(1 - t)
3. Non-rated Debt:
• If the company does not have any outstanding debt or rated bonds, then yields on the existing debt is not
available (YTM model fails).
• In such a case: Researchers arrive at a synthetic debt rating based on the financial ratios.
• It is inaccurate, since the information about the particular bond issues are not captured by the synthetic rating.
The organisation Greenwich Co., issued preferred stock which are now trading at $152 while the face value is
$100. The dividend rate is 5% and the tax rate is 30%.
Calculate the cost of preferred equity.
Note: Preference dividend is not an allowable expenditure for tax purpose. Hence, the tax shield is not
considered in the calculation of the cost.
Impact of taxes
Common Dividend is NOT an allowable expenditure for tax purposes as it DOES NOT result
into tax savings.
Where:
is the returns sensitivity of stock returns to changes in the market return;
E(Rm) is the expected return on the market (index) and
[ E(Rm)– Rf]is the expected market risk premium (compensation for extra risk taken).
Important points:
1. Historical Equity Risk Premium: Equity risk premium observed over a long period of time is a good
indicator of the expected equity risk premium.
2. Limitations:
• The level of risk of the stock index may change over time.
• The risk aversion of investors may change over time.
• Estimates are sensitive to the method of estimation and the historical period covered.
Where:
Analysts often use an ad hoc approach to estimate the required rate of return on equity.
This is done by adding a risk premium (3–5% for investing in equity compared to debt) to market yield on the
same firm’s long-term debt.
Example: Bond MF v/s Equity MF
Note: Bond yield is before tax (if after tax cost of firm is given, convert it to before tax).
Debt Kd Wd
Equity Stock Ke We
Suppose the Oxford Company has a capital structure composed of the following, in billions:
Debt €10
Common equity €40
If the before-tax cost of debt is 9%, the required rate of return on equity is 15%, and the marginal tax rate is 30%,
what is the Widget’s weighted average cost of capital?
1. Basic Explanation
2. Optimal Capital Budget
3. Break points
4. MCC Schedule
Examples of MCC:
A company wants to raise capital for an expansion plan for setting up new factory.
Although the existing debt is at 12%, any additional debt can be raised at 14%.
New shares will involve an issue cost of $2.5 per share.
The Optimal Capital Budget is that amount of capital raised and invested at which the marginal cost of capital is
equal to the marginal return of investing (similar to MC = MR in Economics).
Investment
Opportunity Marginal
Schedule Cost of
Capital
New Capital
raised($)
Optimal Capital Budget
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Break Points
Break points occur when the cost of any one of the components of a company's cost of capital changes.
Example:
WACC
If we chose to use the company’s WACC as discount rate in the calculation of the NPV of a project, we
assume the following:
a) The project has the same risk as the average-risk project of the company and
b) The project will have a constant target capital structure throughout its useful life.
Companies may use an ad-hoc or a systematic approach for adjusting the WACC to evaluate new projects
with risks different than the risk of companies’ existing projects.
Project: This is a new venture by an existing company which is in addition to its other businesses.
Risk (and Beta) of a new project can be very different than the overall Risk (and Beta) of the firm.
There is a need to evaluate risks (Beta) specific to the particular project to estimate the discount rate
(WACC), which is in turn to evaluate that particular project.
Since each project is not represented by a publicly traded security, it is difficult to calculate the Project Beta.
In order to estimate Beta for the Project, the Pure Play Method is USED.
1. Identify company/group of companies comparable to the project, i.e., engaged ONLY in business similar to
that of the new project.
2. Un-lever the beta in step 1, since the benchmark company will have a different financial structure that also
impacts the Overall asset’s Operational risk. Through this step, we remove the financial risk and only the
operational risk remains. (All figures on RHS are for the benchmark company.)
1
Beta (Asset) = Beta (Equity)
1 + Debt/Equity (I – T)
3. Re-Lever: Now once you have adjusted the beta, then again reload the beta with financial risk of company
evaluating the project. (All figures on RHS are for the main subject company.)
The result is the Equity Beta of the target company, which encompasses its business and financial risk.
Debt (1-T)
Beta (Equity) = Beta (Asset or Project) 1 +
Equity
Consider the following information for the Company A and its comparable, Company B:
Company - A Company - B
Acme Inc. is considering a project in the food distribution business. It has a D/E ratio of 2, a marginal tax rate of
40%, and its debt currently has a yield of 14%. While Balfor, a publicly traded firm that operates only in the food
distribution business, has a marginal tax rate of 30%, a D/E ratio of 1.5 and an equity beta of 0.9. The risk-free
rate is 5% and the expected return on the market portfolio is 12%. Calculate Balfor’s asset beta, the project’s
equity beta, and the appropriate WACC to use in evaluating the project.
To get the weights of debt and equity, use the D/E ratio and give equity a value of 1.
Here, D/E = 2, so if E = 1, D = 2. The weight for debt, D/(D + E), is 2/(2 + 1) = 2/3,
And the weight for equity, E/(D + E), is 1/(2 + 1) = 1/3. The appropriate WACC for the project is therefore:
Calculation of Beta:
1. Arriving at a beta for a publically traded company (to be used under Pure-Play Method) is easy.
2. For companies which are not publically traded, estimating a beta requires making proxy by using the
information on the project or company, combined with a beta of a publically traded company.
Context: ‘β’ does not adequately capture the country risk of an emerging/developing market.
We need to add a Country Risk Premium (CRP) to the market risk premium.
Risk of investing in a developing country is measured by the sovereign yield spread, i.e., the difference in
yields between the developing country’s government bonds (denominated in local currency) and treasury
bonds of similar maturity.
The above mentioned compensates only the bond risk. This is adjusted for the equity market risk by
adjusting it for the relative risk of equity markets to the bond markets.
Ke = Rf + ß [E(Rm) – Rf + CRP]
Out of the $4 Million cash outlay, 60%, that is $2.4 Million, is Equity and $1.6 is Debt.
By adjusting the 4.5% floatation costs to this cast outlay, we have $4M + $2.4*4.5% = $4.108M.
=0.3778 Million
Cost of Equity Capital Approaches: Categories of Projects : PV of future 𝑐𝑎𝑠h 𝑓𝑙𝑜𝑤𝑠 NPV
1. Capital asset pricing model (CAPM): PI = =1+
Replacement projects CF 0 CF 0
Expansion projects
New Product or services 𝑛
2. Dividend Discount Model (DDM): CF1 CF2 CFn CF t
Regulatory, safety and 𝑁𝑃𝑉=𝐶𝐹0+ + +…+ =∑
3. Bond yield plus risk premium environmental projects (1+k)1 (1+k)2 (1+k )n 𝑡=0 (1+k )t
PV of Future C 𝑎𝑠h 𝑓𝑙𝑜𝑤𝑠
The cost of preferred stock (K ps) is: 𝑃𝑟𝑜𝑓𝑖𝑡𝑎𝑏𝑖𝑙𝑖𝑡𝑦 𝑖𝑛𝑑𝑒𝑥=
Internal Rate of Return : PV of Initial Investment
It is the discount rate that equates the
NPV to 0.
WACC = Wd *[(Kd(1-t)] + Wps*Kps + We*Ke
Required interest rate on a security = The payback period: the time period
taken to recover the initial cost of an NPV
nominal risk free rate + default risk
premium + liquidity premium + investment (Real life Example –
Cyclic Industries) A preferred
maturity risk premium A over B
Crossover B preferred
Rate over A
B
IRR of B
Rate
IRR of A
Calculation:
Kd = 8%, Kps = 9%, Kce = 10.5%, Wd = 35%, Wps = 15%, Wce = 50%, Tax rate = 40%
A stock whose market price is $60 is expected to declare a dividend of 60% (Face value $10). What is the Cost of
Equity if the dividends are projected to grow at a rate of 5%?
A. 65%
B. 15%
C. 5%
If the difference between the yields of Govt. bonds in India (developing country) is denominated in Rupee and the
treasury bonds of USA with the same maturity increases, then what will be the effect on the cost of equity of a
firm in India?
A. Increases
B. Decreases
C. No Impact
The correct answer is A. Increases – With the given scenario, the cost of equity of a firm in India increases.
• The relation between Sovereign yield risk and CRP is positive.