Chapter 1 Learning Objectives 1. Give examples of the investment and financing decisions that financial managers make. 2. Distinguish between real and financial assets. 3. Cite some of the advantages and disadvantages of organizing a business as a corporation. 4. Describe the responsibilities of the CFO, treasurer, and controller. 5. Explain why maximizing market value is the logical financial goal of the corporation. 6. Explain why value maximization is not inconsistent with ethical behavior. 7. Explain how corporations mitigate conflicts and encourage cooperative behavior.

本章介紹公司、公司的目標和財務經理人的角色 目標與公司治理 本章介紹公司、公司的目標和財務經理人的角色 Chapter 1 Outline Investment and Financing Decisions The Corporation The Financial Managers Goals of the Corporation Value Maximization Corporate Governance Note: What are the primary differences among the various legal forms of business? 資料來源Ｎ：U.S. Census 2008 SUSB Annual Data 5 5 5 6 5 5

投資決策與融資決策 投資決策 The Investment Decision 融資決策 The Financing Decision 實質資產 Real Assets 融資決策 The Financing Decision 金融資產 Financial Assets The Investment Decision – Decision to invest in tangible or intangible assets. Also known as the “capital budgeting” or “CAPEX” decision. The Financing Decision – The form and amount of financing of a firm’s investments. Real Assets – Assets used to produce goods and services. Financial Assets – Financial claims to the income generated by the firm’s real assets. 5 5 5 6 5 5

投資決策與融資決策 以下是資本預算或融資決策？ Apple公司決定花費$500百萬發展新型的iPhone GE公司從債券投資者借入$400百萬 Microsoft公司發行100百萬股買入一家小型科技公司 When Apple spends $500 million to develop a new iPhone it is investing in real assets and is making a capital budgeting decision. When GE borrows $400 million from bond investors it is investing in financial assets and is making a financing decision. When Microsoft issues 100 million shares to buy a smaller company it is investing in both financial and real assets. It is making both a capital budgeting and financing decision.

公司是什麼？ 公司： 公司的組成是一個分離的法律個體，為股東所擁有。 公司型態： 公開發行公司 私人公司 公司： 公司的組成是一個分離的法律個體，為股東所擁有。 公司型態： 公開發行公司 私人公司 Corporation – A business organized as a separate legal entity owned by stockholders. Public Company – A corporation whose shares are traded in public markets such as the New York Stock Exchange or NASDAQ. Private Corporation – A corporation whose shares are not traded publicly.

公司的優點 有限責任 無限的生命 容易籌措資金 Limited Liability – The owners of a corporation are not personally liable for its obligation.

公司的缺點 公司面對 雙重課稅的問題double taxation 不適當的公司結構可能導致代理問題 “Agency Problems” Double Taxation – Corporations pay taxes on their profits and the shareholders are taxed again when they receive dividends or realize capital gains. Agency Problem – Managers are agents of the shareholders, but the managers may act in their own interests rather than maximize value.

公司的目標 股東要求財富極大化 財富極大化vs.利潤極大化 缺點：來自哪一期間的利潤？ 缺點：削減股利以增加現金準備 The ideal goal of any firm is simple: Maximize the current market value of shareholders’ investment in the firm; not simply to maximize profits. Potential pitfalls in profit maximization: Which period’s profits should be maximized? A corporation can make short term wasteful investments to increase profits, but long-term profits and value will be damaged. Cut dividends to increase cash reserves? A company may increase future profits by cutting today’s dividend and reinvesting the cash in the firm. In most cases, this decreases the value of shareholder investment in the firm. 17

極大化價值的倫理 近年的案例： 安隆公司Enron 世界通訊公司WorldCom 麥道夫Bernard Madoff 極大化價值是否可以做出違反倫理的行為？ 近年的案例： 安隆公司Enron 世界通訊公司WorldCom 麥道夫Bernard Madoff 18

代理問題 經理人確實極大化價值嗎？ 代理問題 Agency Problems 經理人是股東的代理人，但是經理人可能依照自己的利益行事而非極大化價值 股東(Shareholders)vs.利害關係人(Stakeholders) Agency Problem – Managers are agents for stockholders, but the managers may act in their own interests rather than maximizing value. Stakeholder – anyone with a financial interest in the firm. Note: Managers may act in ways that are not in the best interests of shareholders. This is known as an “agency problem.” Note: Shareholders want managers to maximize the market value of the firm. However, managers are often obliged to appease not only the shareholders but all of the stakeholders as well. 3 3 3 4 3 3

代理問題 不同的資訊 股票價格vs.報酬 股利政策 融資決策 不同的目標 經理人vs.股東 高層經理人vs.基層經理人

代理問題的解決 薪資報償計畫 董事會 大股東 Potential agency problem solutions: Compensation plans – Provide managers with incentive schemes that produce big returns if shareholders gain but little or nothing if they do not. Board of directors – The Sarbanes-Oxley Act has led to more independent control of corporation Boards. Through a vote, the board of directors gives shareholders an opportunity to have a say in the operations of a firm. Blockholders – Individual investors who hold 5% or more of the company. These blockholders may offer some solutions to agency problems by closely monitoring the firm. Takeovers - Poorly performing companies are more likely to be taken over by another firm. The further a company’s stock price falls, the easier it is for another company to buy up a majority of its shares. Specialist monitoring - Managers are subject to the scrutiny of specialists. Their actions are monitored by the security analysts who advise investors to buy, hold, or sell the company’s shares. Regulatory requirements - CEOs and financial managers have a legal duty to act responsibly and in the interests of investors. 18

代理問題的解決 接管 特別監督 法律和管制的要求 Potential agency problem solutions: Compensation plans – Provide managers with incentive schemes that produce big returns if shareholders gain but little or nothing if they do not. Board of directors – The Sarbanes-Oxley Act has led to more independent control of corporation Boards. Through a vote, the board of directors gives shareholders an opportunity to have a say in the operations of a firm. Blockholders – Individual investors who hold 5% or more of the company. These blockholders may offer some solutions to agency problems by closely monitoring the firm. Takeovers - Poorly performing companies are more likely to be taken over by another firm. The further a company’s stock price falls, the easier it is for another company to buy up a majority of its shares. Specialist monitoring - Managers are subject to the scrutiny of specialists. Their actions are monitored by the security analysts who advise investors to buy, hold, or sell the company’s shares. Regulatory requirements - CEOs and financial managers have a legal duty to act responsibly and in the interests of investors. 18

財務經理人的角色 投資者 公司營業 財務 經理人 資融資產 實質資產 從投資者籌措現金 (如何做？) 現金投資在公司 營業產生的現金 (1) (2) (3) (4a) (4b) 實質資產 投資者 資融資產 公司營業 從投資者籌措現金 (如何做？) 現金投資在公司 營業產生的現金 4A. 現金再投資到公司 4B. 現金返還給投資者 6 6 6 11 10 6

財務經理人 大多數的大型公司有三種財務經理人 Chief financial officer (CFO) Oversees the treasurer and controller. Responsible for setting the overall financial strategy of the firm. Treasurer Responsible for financing, cash management, and maintaining relationships with banks and other financial institutions. Controller Responsible for budgeting, accounting, and taxes. 3 3 3 4 3 3

附錄：財務職業生涯