CFA brainscape Flashcards
Residual Dividend Model
- Calc cap needs
- Pick cap structure
- Calc new cap needs from equity
- (Earnings - equity cap investment needed) = div
5 reasons to repurchase shares
- Tax advantage
- Share price support / signaling
- Added flexibility (vs. div)
- Offsetting dilution from employee stock options
- Increasing financial leverage , change cap structure
Is it good to repurchase shares
- earnings yld = EPS / stock price
- EPS after buyback = (earnings - cost of borrowing) / (existing shares - buy back shares)
- Is New EPS > old EPS, then repurchase good
- Good if borrowing cost < earnings yld
- Div payout ratio
- Div coverage ration
- FCFE coverage ratio
- Div payout ratio = divs / NI
- Div coverage ratio = NI / divs
- FCFE coverage ratio = FCFE / (divs + repurchases)
3 Investor div preference theories
- MM’s div irrelevance
- ‘Bird in the hand’
- Tax aversion
2 Goals of corporate governance
- Eliminate/reduce conflicts of interest, especially between management and shareholders
- Use company’s assets in best interest of investors and shareholders
4 Elements of a good corporate governance system (core attributes)
- Defined rights of shareholders/stakeholders
- Defined ovesight responibilities of managers/directors
- Fair treatment between managers/directors/shareholders
- Transparency of operations, risk, performance
Corporations: proportion of all businesses, proportion of revenue
20% of businesses
90% of revenue
Board of directors risk as agents of shareholders
- Lack of independence
- Personal relationships w/management
- Director has business relationship with firm
- Interlinked boards
- Over compensation
Good corp governance traits for board (8/14)
- > 75% BOD are independent
- Chairman & CEO split
- Good qualifications
- Annual, non-staggered elections
- BOD self assessments
- BOD only meetings (no mng)
- Independent audit cmmtt
- Independent nominating cmmtt
Good corp governance traits for board (6/14)
- Compensation cmmtt (?)
- Independent BOD legal consel
- Statement of governance policies
- Disclosure & transparency
- Insider transactions approved by BOD
- Responsiveness to shareholder proxy votes
4 risks from bad corporate goverance
- Financial disclosure risk
- Asset risk
- Liability risk
4.
M&A | merger
one company buys ALL of another company
acquirer and target
2 dimensions of M&A
- Forms of integration: how companies physically come together
- Type of merger: how the companies’ businesse activities relate to each other
M&A | 3 forms of integration
- Statutory merger: one company ceases to exit
- Subsidiary merger: parent + subsidiary
- Consolidation: both companies cease to exist >> completely new company
M&A | 3 types of mergers
- Horizontal: similar businesses
- Vertical: along supply chain (raw materitals/backwards, consumer/forwards)
- Conglomerate: separate industries
Reasons for M&A
- Synergy
- Rapid growth
- Market power
- Gain unique capabilities
- Diversification
- Bootstrapping EPS
- Personal benefits to mng
- Tax benefits
- Hidden value
- Int’l business goals
M&A | Bootstrapping
- Increasing EPS by M&A wo/ increase in earnings
- High PE co. buys low PE co.
- No new economic value
- EPS increase b/c per dollar of mkt cap you get more earnings
M&A and industry life cycle
- prioneer/dev: congomerate, horizontal
- rapid growth: conglomerate, horizontal
- mature: horizontal, vertical
- stabilization: horizontal
- decline: all 3
2 technical forms of acquisition
- Stock purchase
- Asset purchase
M&A | Stock purchase and asset purchase
SP|AP - 1. Payment: sharehoder|company
- Approval: maj of shareholders|company unless > 50% of assets
- Taxes: shareholder pay cap gains| co. pays cap gains
- Liabities: buyer assumes liabilities|does not assume liabilities
- Notes: buy 100% of co. | buy some assets
M&A | Anti-trust & HHI
HHI past merger|Change|Anti-trust action - 1. < 1000 | doesn’t matter | no action
- 1000-1500 | > 100 | possible
- > 1500 | > 50 | yes
M&A | Post offer defense mechanism
- Just say no
- Litigation
- Greenmail
- Share repurchase
- Leveraged recapitalization
- Crown jewel defense: possibly legal
- Pac-man
- White knight: winner’s curse
- White squire
Herfindahl - Hirschmann Index
- If change > 100, then anti-trust issue
- HHI = ∑ (MS x 100)2 from 1 to n, MS = mkt share, n = firms in industry
- < 1800 is competitive