1、Topics CoverednWhat Is A Corporation?nThe Role of The Financial ManagernSeparation of Ownership&ManagementnFinancial MarketsnFinancial SystemnMany sets of people have stakes in a firmnThe firm is a nexus of contracts(written and unwritten)The FirmShareholdersGovernmentSuppliersEmployees/ManagersBond
2、holdersCustomersEquityDividendsDebtInterestLaborWagesInputsPriceGoods&ServicesPriceInstitutionsTaxCommunity/EnvironmentSocial MoralityLawWhat is Finance1.What is the definition of the finance as a social science?-Finance is a branch of economics.-Economics is the study of the allocation of scarce re
3、sources among competing ends.-Economics is the science of trade-offs.-Finance is the study of the allocation of scarce resources through time.2.How is technology having a major influence on finance?Characteristics of financeTransforming present dollars into future dollarsStore-put the money under yo
4、ur mattressLend-lend the money to someoneInvest-buy stocks or bondsSpeculate-buy oil futuresTransforming present physical resources into future resourcesProduce-turn labor and material into new goods and servicesTransforming future dollars into present dollars Borrow-borrow from somebody Issue secur
5、ities-sell claims to future cashTwo kinds of financial decisionsInvestment decisions:Which investment projects should be accepted?What are good and bad decision rules?Financing decisions:How should they be financed?How much from debt,equity,or retained earnings?We need to know all the stakeholders o
6、f the firm and the nature of their claims.We need to understand how financial decisions affect the values of their claims.Forms of Business OrganizationThe Sole Proprietorship（独资企业）The Partnership General Partnership（一般合伙制）Limited Partnership（有限合伙制）The Corporation Advantages and Disadvantages Liquid
7、ity and Marketability of Ownership Control Liability Continuity of Existence Tax Considerations Corporate StructureSole ProprietorshipsPartnershipsCorporate StructureSole ProprietorshipsPartnershipsUnlimited LiabilityPersonal tax on profitsCorporate StructureSole ProprietorshipsCorporationsPartnersh
8、ipsUnlimited LiabilityPersonal tax on profitsCorporate StructureSole ProprietorshipsCorporationsPartnershipsUnlimited LiabilityPersonal tax on profitsLimited LiabilityCorporate tax on profits+Personal tax on dividends Comparison of Partnership&CorporationsRole of The Financial ManagerFinancialmanage
9、rFirmsoperationsFinancialmarkets(1)Cash raised from investors(1)Role of The Financial ManagerFinancialmanagerFirmsoperationsFinancialmarkets(1)Cash raised from investors(2)Cash invested in firm(1)(2)Role of The Financial ManagerFinancialmanagerFirmsoperationsFinancialmarkets(1)Cash raised from inves
10、tors(2)Cash invested in firm(3)Cash generated by operations(1)(2)(3)Role of The Financial ManagerFinancialmanagerFirmsoperationsFinancialmarkets(1)Cash raised from investors(2)Cash invested in firm(3)Cash generated by operations(4a)Cash reinvested(1)(2)(3)(4a)Role of The Financial ManagerFinancialma
11、nagerFirmsoperationsFinancialmarkets(1)Cash raised from investors(2)Cash invested in firm(3)Cash generated by operations(4a)Cash reinvested(4b)Cash returned to investors(1)(2)(3)(4a)(4b)Hypothetical Organization Charthandling the funds of the Section,assuring their safety and prudent use chief accou
12、nting officer;analyzing,interpreting,and controlling the organizations accounting and financial records 信贷经理资金管理经理税务经理The Financial Manager To create value,the financial manager should:1.Try to make smart investment decisions.2.Try to make smart financing decisions.Separation of Ownership and Contro
13、l The Set-of-Contracts PerspectiveThe firm can be viewed as a set of contracts.One of these contracts is between shareholders and managers.The managers will usually act in the shareholders interests.The shareholders can devise contracts that align the incentives of the managers with the goals of the
14、 shareholders.The shareholders can monitor the managers behavior.This contracting and monitoring is costly.JM（1976）：Agency CostsDo Shareholders Control Managerial Behavior?Shareholders vote for the board of directors,who in turn hire the management team.Contracts can be carefully constructed to be i
15、ncentive compatible（激励相容）.There is a market for managerial talentthis may provide market discipline to the managersthey can be replaced.If the managers fail to maximize share price,they may be replaced in a hostile takeover.Ownership vs.ManagementDifference in InformationnStock prices and returnsnIs
16、sues of shares and other securitiesnDividendsnFinancingDifferent ObjectivesnManagers vs.stockholdersnTop mgmt vs.operating mgmtnStockholders vs.banks and lendersseparation of ownership of the assets of the corporation from control of those assetsTwo kinds of managerial failures:1.Failures of manager
17、ial competence relate to unwitting mistakes in the discharge of managerial control;2.Failures of managerial integrity relate to wilful behaviors of the part of managers that negatively impact the value of the firms assets.separation of ownership of the assets of the corporation from control of those
18、 assetsShareholders enact ratification,monitoring and sanctioning mechanisms1.Ratification mechanisms are mechanisms for validating the decisions of the agent,of giving final approval or veto for an initiative or directive or actionable plan of the agent.2.Monitoring mechanisms are mechanisms for ob
19、serving,recording and measuring the output of the efforts and strivings of the agent.3.Sanctioning mechanisms are mechanisms for providing selective rewards and punishments(i.e.incentives)to agents for the purpose of motivating them to exert effort in directions that are aligned with the interests o
20、f the shareholders.4.The board of directors of the modern corporation plays a critical role in the enactment of these mechanisms,being fiduciary responsible to the shareholders and having the right to monitor,ratify and sanction the decisions of the managers of the corporation.The Firm and the Finan
21、cial MarketsFinancial MarketsPrimary MarketsMoneyFinancial MarketsPrimary MarketsSecondary MarketsMoneyFinancial MarketsPrimary MarketsSecondary MarketsOTCMarketsMoneyFinancial InstitutionsCompanyIntermediariesBanksInsurance Cos.Brokerage FirmsObligationsFundsFinancial InstitutionsIntermediariesInve
22、storsDepositorsPolicyholdersInvestorsObligationsFundsThe Financial SystemnFunctional Perspective encompasses the markets,intermediaries,service firms.nInstitutional Perspective facilitates the allocation and deployment of economic resources,across time and space,in an uncertain environment.nFinancia
23、l Infrastructure and Regulation trading rules,contract enforcement,accounting systems.Governmental and Quasi-Governmental OrganizationsWhat is Corporate Finance?Corporate Finance addresses the following three questions:1.What long-term investments should the firm engage in?2.How can the firm raise t
24、he money for the required investments?3.How much short-term cash flow does a company need to pay its bills?The Balance-Sheet Model of the Firm The Balance-Sheet Model of the FirmThe Balance-Sheet Model of the FirmThe Balance-Sheet Model of the FirmCapital Structure Corporate Securities as Contingent
25、 Claims on Total Firm ValueThe basic feature of a debt is that it is a promise by the borrowing firm to repay a fixed dollar amount of by a certain date.The shareholders claim on firm value is the residual amount that remains after the debtholders are paid.If the value of the firm is less than the amount promised to the debtholders,the shareholders get nothing.Debt and Equity as Contingent Claims PUTCALLCombined Payoffs to Debt and Equity
