Corporate Finance
By: Dr. Veerma Puri
•   https://tradebrains.in/biggest-bankruptcies-in-india/
•   Bhushan Steel (US$6.2 billion) – Biggest Bankruptcies in India
•   Alok Industries – US$4.1 billion
•   Jet Airways – US$2 billion
                 What is Financial Management?
• Every decision that a business makes has financial implications, and any
  decision which affects the finances of a business is a corporate finance
  decision
• Defined broadly, everything that a business does fits under the rubric of
  corporate finance
• Financial Management is the study of techniques & markets for managing
  & understanding the creation of value for owners in a risky environments.
                What is Financial Management
Shareholders’
                         Financial
                                               Capital
   Wealth               Management
    Rs.                                         Rs.
                         Decisions
            Major Financial Management Functions
                       (2)          Financial               (1)      Financial
   Firm's                           manager
 operations                                                          markets
                                                                   (Raising capital in
   (Evaluating
 investments in                                     (4)            multiple currencies
                                                                     from multiple
multiple countries )
                                                                      markets via
                                                                   multiple avenues)
                         (3)                              (5)
                       (1) Cash raised from investors
                        (2) Cash invested in firm’ s real assets
                       (3) Running operations
                       (4) Cash from operations is reinvested
                       (5) Cash returned to investors
            Major Financial Management Functions
                        (2)                                 (1)
   Firm's                           Financial                       Financial
                                                    (4)
 operations                         manager                         markets
   (Evaluating                                                    (Raising capital in
 investments in                                                   multiple currencies
multiple countries )                                                from multiple
                          (3)                             (5)        markets via
                                                                  multiple avenues)
                       (1) Cash raised from investors
                       (2) Cash invested in firm’ s real assets
                       (3) Running operations
                       (4) Cash from operations & reinvested
                       (5) Cash returned to investors
            Major Financial Management Functions
                        (2)                                 (1)
                                                                    Minimize the
                                                                    cost of capital
   Firm's                           Financial                       Financial
                                                    (4)
 operations                         manager                         markets
   (Evaluating                                                    (Raising capital in
 investments in                                                   multiple currencies
multiple countries )                                                from multiple
                          (3)                             (5)        markets via
                                                                  multiple avenues)
                       (1) Financing decision
                       (2) Cash invested in firm’ s real assets
                       (3) Running operations
                       (4) Cash from operations & reinvested
                       (5) Cash returned to investors
                 Major Financial Management Functions
                     (2)                                 (1)
                                                                 Minimize the
                                                                 cost of capital
  Firm's                         Financial                       Financial
                                                 (4)
operations                       manager                          markets
  (Evaluating                                                  (Raising capital
investments in                                                    in multiple
                                                               currencies from
    multiple           (3)                             (5)     multiple markets
  countries )
                                                                 via multiple
                                                                   avenues)
                    (1) Financing decision
                    (2) Cash invested in firm’ s real assets
                    (3) Running operations
                    (4) Cash from operations & reinvested
                    (5) Cash returned to investors
          Major Financial Management Functions
Invest in Value
                  (2)                              (1)    Minimize the
  maximizing                                              cost of capital
   projects
                             Financial                     Financial
  Firm's                                   (5)             markets
                             manager
operations                                               (Raising capital
                                                            in multiple
  (Evaluating                                            currencies from
investments in                                           multiple markets
    multiple                                               via multiple
  countries )       (3)                          (5)         avenues)
                   (1) Financing decision
                   (2) Investing decision
                   (3) Running operations
                   (4) Cash from operations & reinvested
                   (5) Cash returned to investors
            Major Financial Management Functions
  Invest in Value      (2)                               (1)    Minimize the
    maximizing                                                  cost of capital
     projects
                                                                Financial
   Firm's                         Financial                      markets
                                                 (4)
 operations                       manager                      (Raising capital
                                                                  in multiple
   (Evaluating                                                 currencies from
 investments in                                                multiple markets
multiple countries )                                             via multiple
                         (3)                           (5)         avenues)
                         (1) Financing decision
                         (2) Investing decision
                        (3) Running operations
                        (4) Cash from operations & reinvested
                        (5) Cash returned to investors
            Major Financial Management Functions
  Invest in Value      (2)                              (1)
    maximizing                                                 Minimize the
     projects                                                  cost of capital
   Firm's                        Financial                     Financial
 operations                      manager        (4)            markets
   (Evaluating                                                (Raising capital
 investments in                                                  in multiple
multiple countries )                                          currencies from
                       (3)                            (5)     multiple markets
Striking balance                                                via multiple
                                                                  avenues)
between liquidity
 & profitability
                        (1) Financing decision
                        (2) Investing decision
                        (3) Working Capital Management
                       (4) Cash from operations & reinvested
                       (5) Cash returned to investors
            Major Financial Management Functions
  Invest in Value      (2)                              (1)
    maximizing                                                 Minimize the
     projects                                                  cost of capital
   Firm's                        Financial                     Financial
 operations                      manager        (4)            markets
   (Evaluating                                                (Raising capital
 investments in                                                  in multiple
multiple countries )                                          currencies from
                       (3)                            (5)     multiple markets
Striking balance                                                via multiple
                                                                  avenues)
between liquidity
 & profitability
                        (1) Financing decision
                        (2) Investing decision
                        (3) Working Capital Management
                        (4) Cash from operations is reinvested
                        (5) Cash returned to investors
               Major Financial Management Functions
                                                              Minimize the
  Invest in Value      (2)                            (1)     cost of capital
    maximizing
     projects                                               Financial
   Firm's                        Financial                   markets
 operations                      manager      (4)
                                                            (Raising capital
                                                               in multiple
   (Evaluating                                              currencies from
 investments in                                             multiple markets
multiple countries )                                          via multiple
                       (3)                          (5)         avenues)
Striking balance
                                                            Do not retain for
between liquidity
 & profitability
                        (1) Financing decision              value destroying
                        (2) Investing decision                prepositions
                        (3) Working Capital Management
                        (4) Dividend Decision
              The finance function manages the cash flow
  Major Corporate Finance Functions- Balance Sheet
                    Perspective
                                                          The Balance Sheet
                                 Assets                                           Liabilities
                                                                   Equity            Equity investment in firm
 Long Lived Real Assets                    Fixed Assets
Assets which are not physical,                                      Debt              Debt obligations of firm
                                          Intangible Assets
 like patents & trademarks
                                                                    Other
Investments in securities &                                         Liabilities       Other long-term obligations
assets of other firms                     Financial Investments
  Short-lived Assets                  Current Assets                Current         Short-term liabilities of the firm
                                                                    Liabilities
       Major Corporate Finance Functions- Balance Sheet
       Perspective
• Asset side decisions                             • Liabilities side decisions
  • In which fixed assets should we invest?          • How much equity should we have in our
    (Capital Budgeting (CAPEX); Mergers &              capital structure, and what forms should it
    Acquisitions; Tangible & Intangible assets)        take (common stock, preferred stock, or
  • How many fixed assets (Property, Plant, &          retained earnings)? (Financial Leverage;
    Equipment) do we need? (Operating                  Cost of Capital; Stock Valuation; Financial
    Leverage)                                          Markets)
  • How much cash, marketable securities,            • How should we design our dividend policy?
    accounts receivable, and inventory do we           (Dividend Policy)
    need?        What should be the relative         • How much long-term debt should we have
    composition of those items?         (Working       in our capital structure, and what forms
    Capital Management)                                should that debt take? (Financial
                                                       Leverage; Cost of Capital; Bond Valuation;
                                                       Leases; Financial Markets)
                                                     • What strategies should we employ with our
                                                       accounts payable and short-term financing?
                                                       (Working Capital Management)
      Major Corporate Finance Functions
1.   Investment (Capital Budgeting) Decision                 Traditional
2.   Financing (Capital Structure & Dividend) Decision       corporate
3.   Working Capital Management                              Finance
                                                             Functions
4.   Growing engagement in the top management decisions (Analysis of
     Mergers, Acquisitions, Divestments, Business Alliances)
5.   Accounting and Control
6.   Emerging Finance Functions
                                     The borders between these areas
                                     are gray, because they are all
                                     interrelated and connected—
                                     through the issue of valuation!
              Other corporate
              Finance Functions
Major Corporate Finance Functions
     Major Corporate Finance Functions
                                                                         Traditional
1.   Investment (Capital Budgeting) Decision                             corporate
2.   Financing (Capital Structure & Dividend) Decision                   Finance
3.   Working Capital Management                                          Functions
4. Growing engagement in the top management decisions
   (Analysis of Mergers, Acquisitions, Divestments, Business Alliance)
5. Accounting and Control
6. Emerging Finance Functions
                                       The borders between these areas
                                       are gray, because they are all
                                       interrelated and connected—
                                       through the issue of valuation!
             Other corporate
             Finance Functions
           Other Corporate Finance Functions
4.   Growing engagement in the top management decisions
           Timely supply of key information and analysis for management decisions
           Improving processes & systems: planning, budgeting and forecasting
           Analysis of M&As, Divestments, Business Alliances
            •   Should we acquire this company? At what price?
            •   At what price we should hive off our business unit?
            •   What takeover defenses should the company apply?
            •   Should it expand in overseas market?
                                                                      Implication:
                                                                      Be good in
                                                                      number
                                                                      crunching
                                                                      but also
                                                                      become a
                                                                      visionary
                   Other Corporate Finance Functions
5.   Accounting and Control
       •   Establishment of accounting policies
       •   Development & reporting of accounting data
       •   Internal auditing
       •   Accounting systems and procedures
       •   Reporting & interpreting operations results
       •   Government reporting
       •   Budgeting
       •   Sales forecasting
       •   Pricing policies
       •   Cost standards
       •   Comparing performance with operating plans and standards
       Other Corporate Finance Functions
6. Emerging Finance Functions in India
   •   Surviving through economic recession
   •   Corporate Governance
   •   Risk Management: Forex Risk Management
   •   Buy Back Decision
   •   Designing innovating financial instruments
   •   Understanding the implications of changes in the tax regimes
Who are the corporate finance specialists?
Who are the corporate finance specialists?
 • Corporate finance specialists (Financial executive) -- a person with
   authority in any one of the following positions:
                  (Banking & investor
                     relationships)
                Fundamental Financial Objective
• The choice of objective is important. There are many plausible alternative
  objectives, and managers would often make very different decisions
  depending on the objective.
• For profit making business “Shareholders’ Wealth Maximization (SWM)”
• To Measure Shareholders’ Wealth
   • Value of Equity (Ve) =Number of issued Equity/Ordinary Shares X Current
     Market Price (Po)
          Fundamental Financial Objective
• Maximize PAT
• Maximize Sales
• Maximize Assets
• Maximize ROA
• Maximize EVA
• Maximize Shareholders’ Wealth
               Fundamental Financial Objective
• Firms may pursue varied objectives. However, the most suitable objective
  for profit making businesses is to “Shareholders’ Wealth Maximization
  (SWM)” in long-run.
• To Measure Shareholders’ Wealth
   • Value of Equity (Ve) =Number of issued Equity/Ordinary Shares X Current
     Market Price (Po)
             Fundamental Financial Objective
• Indicators:
   • Financial indicators pointing towards maximising S/H wealth:
       •   Earning per share(EPS)
       •   Dividend per share(DPS)
       •   Return on Capital Employed(ROCE)
       •   Return on Shareholder Capital(ROSC)
       •   Profit after tax
       •   Revenue
           Fundamental Financial Objective
• Indicators:
   • Non-Financial indicators pointing towards maximising S/H wealth:
       • Market Share
       • Customer Satisfaction
       • Quality Measures
• The above are all Key Performance Indicators (KPI’s) that need to be
  measured and reviewed on a regular basis by the board of directors.
  (Board)
          Fundamental Financial Objective
• Firms may pursue varied objectives. However, the most suitable objective
  for profit making businesses is to “Shareholders’ Wealth Maximization
  (SWM)” in long-run.
• To Measure Shareholders’ Wealth
   • Value of Equity (Ve) =Number of issued Equity/Ordinary Shares X Current
     Market Price (Po)
             Fundamental Financial Objective
• Indicators:
   • Financial indicators pointing towards maximising S/H wealth:
       •   Earning per share(EPS)
       •   Dividend per share(DPS)
       •   Return on Capital Employed(ROCE)
       •   Return on Shareholder Capital(ROSC)
       •   Profit after tax
       •   Revenue
           Fundamental Financial Objective
• Indicators:
   • Non-Financial indicators pointing towards maximising S/H wealth:
       • Market Share
       • Customer Satisfaction
       • Quality Measures
• The above are all Key Performance Indicators (KPI’s) that need to be
  measured and reviewed on a regular basis by the board of directors.
  (Board)
    What ought not to be done in the name of SWM?
• Short-term pursuance of SWM via earnings management and
  misreporting.
• Maximizing returns without any consideration to risk: Financial
  managers should attempt to either maximize the return per unit
  of risk or minimize the risk per unit of return, disclose
  information about risk to the stakeholders.
• Ignoring the interest of other stakeholders
• Focusing on ‘accounting profit’ rather than on ‘cash flows’:
  Frequently used valuation models use cash flows and not the
  accounting profits