Corporate finance is an area offinance that deals with the sources of funding, and thecapital structure of businesses, the actions that managers take to increase thevalue of the firm to theshareholders, and the tools and analysis used to allocate financial resources. The primary goal of corporate finance is tomaximize or increaseshareholder value.[1]
Correspondingly, corporate finance comprises two main sub-disciplines.[citation needed]Capital budgeting is concerned with the setting of criteria about which value-addingprojects should receive investmentfunding, and whether to finance that investment withequity ordebt capital.Working capital management is the management of the company's monetary funds that deal with the short-term operating balance ofcurrent assets andcurrent liabilities; the focus here is on managing cash,inventories, and short-term borrowing and lending (such as the terms on credit extended to customers).
The terms corporate finance andcorporate financier are also associated withinvestment banking. The typical role of an investment bank is to evaluate the company's financial needs and raise the appropriate type of capital that best fits those needs. Thus, the terms "corporate finance" and "corporate financier" may be associated with transactions in which capital is raised in order to create, develop, grow or acquire businesses.[2]
Although it is in principle different frommanagerial finance which studies the financial management of all firms, rather thancorporations alone, the main concepts in the study of corporate finance are applicable to the financial problems of all kinds of firms.Financial management overlaps with the financial function of theaccounting profession. However,financial accounting is the reporting of historical financial information, while financial management is concerned with the deployment of capital resources to increase a firm's value to the shareholders.
Corporate finance for the pre-industrial world began to emerge in theItalian city-states and thelow countries of Europe from the 15th century.
The Dutch East India Company (also known by the abbreviation "VOC" in Dutch) was the firstpublicly listed company ever to pay regulardividends.[3][4][5] The VOC was also the first recordedjoint-stock company to get a fixedcapital stock. Public markets for investment securities developed in theDutch Republic during the 17th century.[6][7][8]
By the early 1800s,London acted as a center of corporate finance for companies around the world, which innovated new forms of lending and investment; seeCity of London § Economy. The twentieth century brought the rise ofmanagerial capitalism and common stock finance, withshare capital raised throughlistings, in preference to othersources of capital.
Modern corporate finance, alongsideinvestment management, developed in the second half of the 20th century, particularly driven by innovations in theory and practice in theUnited States and Britain.[9][10][11][12][13][14]Here, see the later sections ofHistory of banking in the United States and ofHistory of private equity and venture capital.
The primary goal of Corporate Finance[15] is to maximize or to continually increase shareholder value (seeFisher separation theorem).[a]Here, the three main questions that financial managers addresses are:what long-term investments should we make?What methods should we employ to finance the investment?How do we manage our day-to-day financial activities? These three questions lead to the primary areas of concern in corporate finance: capital budgeting, capital structure, and working capital management.[19][20]This then requires that managers find an appropriate balance between: investments in"projects" that increase the firm's long term profitability; and paying excess cash in the form of dividends to shareholders; short term considerations, such as paying back creditor-related debt, will also feature.[15][21]
Choosing between investment projects will thus be based upon several inter-related criteria.[1](1) Corporate management seeks to maximize the value of the firm by investing in projects which yield a positive net present value when valued using an appropriate discount rate -"hurdle rate" - in consideration of risk. (2) These projects must also be financed appropriately. (3) If no growth is possible by the company and excess cash surplus is not needed to the firm, then financial theory suggests that management should return some or all of the excess cash to shareholders (i.e., distribution via dividends).[22]
The first two criteria concern "capital budgeting", the planning of value-adding, long-term corporate financial projects relating to investments funded through and affecting the firm'scapital structure, and where management must allocate the firm's limited resources between competing opportunities ("projects").[23]Capital budgeting is thus also concerned with the setting of criteria about which projects should receive investment funding to increase the value of the firm, and whether to finance that investment with equity or debt capital.[24] Investments should be made on the basis of value-added to the future of the corporation. Projects that increase a firm's value may include a wide variety of different types of investments, including but not limited to, expansion policies, ormergers and acquisitions.
The third criterion relates todividend policy.In general, managers ofgrowth companies (i.e. firms that earn high rates of return on invested capital) will use most of the firm's capital resources and surplus cash on investments and projects so the company can continue to expand its business operations into the future. Whencompanies reach maturity levels within their industry (i.e. companies that earn approximately average or lower returns on invested capital), managers of these companies will use surplus cash to payout dividends to shareholders. Thus, when no growth or expansion is likely, and excess cash surplus exists and is not needed, then management is expected to pay out some or all of those surplus earnings in the form of cash dividends or to repurchase the company's stock through a share buyback program.[25][26]
Achieving the goals of corporate finance requires that any corporate investment be financed appropriately.[27] The sources of financing are, generically,capital self-generated by the firm and capital from external funders, obtained by issuing newdebt andequity (andhybrid- orconvertible securities). However, as above, since both hurdle rate and cash flows (and hence the riskiness of the firm) will be affected, the financing mix will impact the valuation of the firm, and a considered decision[28]is required here. SeeBalance sheet,WACC.Finally, there is much theoretical discussion as to other considerations that management might weigh.
Corporations, as outlined, may rely on borrowed funds (debt capital orcredit) as sources of investment to sustain ongoing business operations or to fund future growth. Debt comes in several forms, such as through bank loans, notes payable, orbonds issued to the public. Bonds require the corporation to make regularinterest payments (interest expenses) on the borrowed capital until the debt reaches its maturity date, therein the firm must pay back the obligation in full. (An exception iszero-coupon bonds - or "zeros"). Debt payments can also be made in the form of asinking fund provision, whereby the corporation pays annual installments of the borrowed debt above regular interest charges. Corporations that issuecallable bonds are entitled to pay back the obligation in full whenever the company feels it is in their best interest to pay off the debt payments. If interest expenses cannot be made by the corporation through cash payments, the firm may also usecollateral assets as a form of repaying their debt obligations (or through the process ofliquidation).Especially re debt funded corporations, seeBankruptcy andFinancial distress.Under some treatments (especially for valuation)leases are regarded as debt: the payments are set; they are tax deductible; failing to make them results in the loss of the asset.[29]
Corporations can alternatively sellshares of the company to investors to raise capital. Investors, orshareholders, expect that there will be an upward trend in value of the company (shares appreciate in value) over time to make their investment a profitable purchase. As outlined:Shareholder value is increased when corporations invest equity capital and other funds into projects (or investments) that earn a positive rate of return for the owners. Investors then prefer to buy shares of stock in companies that will consistently earn a positive rate ofreturn on capital (on equity) in the future, thus increasing the market value of the stock of that corporation. Shareholder value may also be increased when corporations payout excess cash surplus (funds that are not needed for business) in the form ofdividends.Internal financing, often, is constituted ofretained earnings, i.e. those remaining after dividends; this provides,per some measures, the cheapest form of funding.
Preferred stock[30] is a specialized form of financing which combines properties of common stock and debt instruments, and may then be considered ahybrid security. Preferreds are senior (i.e. higher ranking) tocommon stock, but subordinate tobonds in terms of claim (or rights to their share of the assets of the company).[31]Preferred stock is usuallyNonvoting, i.e. carries novoting rights,[32] but may carry adividend and may have priority over common stock in the payment of dividends and uponliquidation. Similar to bonds, preferred stocks are rated by the major credit-rating companies. The rating for preferreds is generally lower, since preferred dividends do not carry the same guarantees as interest payments from bonds and they are junior to all creditors.[33]Other features may includeConvertibility to common stock andCallability at the option of the corporation.Terms of the preferred stock are stated in a "Certificate of Designation".
As outlined, the financing "mix" will impact the valuation (as well as the cashflows) of the firm, and must therefore be structured appropriately: there are then two interrelated considerations[28] here:
The above, are the primary objectives in deciding on the firm's capitalization structure. Parallel considerations, also, will factor into management's thinking.The starting point for discussion here is theModigliani–Miller theorem.This states, through two connected Propositions, that in a "perfect market" how a firm is financed is irrelevant to its value:(i) the value of a company is independent of its capital structure; (ii) the cost of equity will be the same for a leveraged firm and an unleveraged firm."Modigliani and Miller", however,is generally viewed as a theoretical result, and in practice, management will here too focus on enhacing firm value and / or reducing the cost of funding.
Re value, much of the discussion falls under the umbrella of theTrade-Off Theory in which firms are assumed to trade-off thetax benefits of debt with thebankruptcy costs of debt when choosing how to allocate the company's resources, finding an optimum re firm value. Thecapital structure substitution theory hypothesizes that management manipulates the capital structure such thatearnings per share (EPS) are maximized.
Re cost of funds, thePecking Order Theory (Stewart Myers) suggests that firms avoidexternal financing while they haveinternal financing available and avoid new equity financing while they can engage in new debt financing at reasonably lowinterest rates.One of the more recent innovations in this area from a theoretical point of view is themarket timing hypothesis. This hypothesis, inspired by thebehavioral finance literature, states that firms look for the cheaper type of financing regardless of their current levels of internal resources, debt and equity.(See alsobelow recorporate governance.)
The process of allocating financial resources to majorinvestment- orcapital expenditure is known ascapital budgeting.[38][23]Consistent with the overall goal of increasingfirm value, the decisioning here focuses on whether the investment in question is worthy of funding through the firm's capitalization structures (debt, equity or retained earnings as above). To be considered acceptable, the investment must bevalue additive re: (i) improvedoperating profit andcash flows; as combined with (ii) anynew funding commitments and capital implications.Re the latter: if the investment is large in the context of the firm as a whole, so the discount rate applied by outside investors to the (private) firm's equity may be adjusted upwards to reflect the new level of risk,[39] thus impacting future financing activities andoverall valuation.More sophisticated treatments will thus produce accompanyingsensitivity- andrisk metrics, and will incorporate anyinherent contingencies.The focus of capital budgeting is on major "projects" - ofteninvestments in other firms, or expansion into new marketsor geographies - but may extend also tonew plants, new / replacement machinery,new products, andresearch and development programs;day to dayoperational expenditure is the realm offinancial management asbelow.
DCF valuation formula, where thevalue of the firm or project is the sum of its forecastedfree cash flows discounted to the present using theweighted average cost of capital, i.e.cost of equity andcost of debt, with the former (often) derived using the CAPM. The final part is theterminal value, aggregating all cash flows beyond theexplicitforecast period, for anappropriate long-term growth in earnings. |
In general,[40] each "project's" value will be estimated using adiscounted cash flow (DCF) valuation, and the opportunity with the highest value, as measured by the resultantnet present value (NPV) will be selected (first applied in a corporate finance setting byJoel Dean in 1951). This requires estimating the size and timing of all of theincrementalcash flows resulting from the project. Such future cash flows are thendiscounted to determine theirpresent value (seeTime value of money). These present values are then summed, and this sum net of the initial investment outlay is theNPV. SeeFinancial modeling § Accounting for general discussion, andValuation using discounted cash flows for the mechanics, with discussion re modifications for corporate finance.
The NPV is greatly affected by thediscount rate. Thus, identifying the proper discount rate – often termed, the project "hurdle rate"[41] – is critical to choosing appropriate projects and investments for the firm. The hurdle rate is the minimum acceptablereturn on an investment – i.e., theproject appropriate discount rate. The hurdle rate should reflect the riskiness of the investment, typically measured byvolatility of cash flows, and must take into account the project-relevant financing mix.[42] Managers use models such as theCAPM or theAPT to estimate a discount rate appropriate for a particular project, and use theweighted average cost of capital (WACC) to reflect the financing mix selected. (A common error in choosing a discount rate for a project is to apply a WACC that applies to the entire firm. Such an approach may not be appropriate where the risk of a particular project differs markedly from that of the firm's existing portfolio of assets.)
In conjunction with NPV, there are several other measures used as (secondary)selection criteria in corporate finance; seeCapital budgeting § Ranked projects. These are visible from the DCF and includediscounted payback period,IRR,Modified IRR,equivalent annuity,capital efficiency, andROI.
Alternatives (complements) to the standard DCF, modeleconomic profit as opposed tofree cash flow; these includeresidual income valuation,MVA /EVA (Joel Stern,Stern Stewart & Co) andAPV (Stewart Myers). With the cost of capital correctly and correspondingly adjusted, these valuations should yield the same result as the DCF. These may, however, be considered more appropriate for projects with negative free cash flow several years out, but which are expected to generate positive cash flow thereafter (and may also be less sensitive to terminal value).
Given theuncertainty inherent in project forecasting and valuation,[43][44][45]analysts will wish to assess thesensitivity of project NPV to the various inputs (i.e. assumptions) to the DCFmodel. In a typicalsensitivity analysis the analyst will vary one key factor while holding all other inputs constant,ceteris paribus. The sensitivity of NPV to a change in that factor is then observed, and is calculated as a "slope": ΔNPV / Δfactor. For example, the analyst will determine NPV at variousgrowth rates inannual revenue as specified (usually at set increments, e.g. -10%, -5%, 0%, 5%...), and then determine the sensitivity using this formula. Often, several variables may be of interest, and their various combinations produce a "value-surface"[46] (or even a "value-space"), where NPV is then afunction of several variables. See alsoStress testing.
Using a related technique, analysts also runscenario based forecasts of NPV. Here, a scenario comprises a particular outcome for economy-wide, "global" factors (demand for the product,exchange rates,commodity prices, etc.)as well as for company-specific factors (unit costs, etc.). As an example, the analyst may specify various revenue growth scenarios (e.g. -5% for "Worst Case", +5% for "Likely Case" and +15% for "Best Case"), where all key inputs are adjusted so as to be consistent with the growth assumptions, and calculate the NPV for each. Note that for scenario based analysis, the various combinations of inputs must beinternally consistent (seediscussion atFinancial modeling), whereas for the sensitivity approach these need not be so. An application of this methodology is to determine an "unbiased" NPV, where management determines a (subjective) probability for each scenario – the NPV for the project is then theprobability-weighted average of the various scenarios; seeFirst Chicago Method. (See alsorNPV, where cash flows, as opposed to scenarios, are probability-weighted.)
A further advancement which "overcomes the limitations of sensitivity and scenario analyses by examining the effects of all possible combinations of variables and their realizations"[47] is to constructstochastic[48] orprobabilistic financial models – as opposed to the traditional static anddeterministic models as above.[44] For this purpose, the most common method is to useMonte Carlo simulation to analyze the project's NPV. This method was introduced to finance byDavid B. Hertz in 1964, although it has only recently become common: today analysts are even able to run simulations inspreadsheet based DCF models, typically using a risk-analysisadd-in, such as@Risk orCrystal Ball. Here, the cash flow components that are (heavily) impacted by uncertainty are simulated, mathematically reflecting their "random characteristics". In contrast to the scenario approach above, the simulation produces severalthousandrandom but possible outcomes, or trials, "covering all conceivable real world contingencies in proportion to their likelihood;"[49] seeMonte Carlo Simulation versus "What If" Scenarios. The output is then ahistogram of project NPV, and the average NPV of the potential investment – as well as itsvolatility and other sensitivities – is then observed. This histogram provides information not visible from the static DCF: for example, it allows for an estimate of the probability that a project has a net present value greater than zero (or any other value).
Continuing the above example: instead of assigning three discrete values to revenue growth, and to the other relevant variables, the analyst would assign an appropriateprobability distribution to each variable (commonlytriangular orbeta), and, where possible, specify the observed or supposedcorrelation between the variables. These distributions would then be "sampled" repeatedly –incorporating this correlation – so as to generate several thousand random but possible scenarios, with corresponding valuations, which are then used to generate the NPV histogram. The resultant statistics (average NPV andstandard deviation of NPV) will be a more accurate mirror of the project's "randomness" than the variance observed under the scenario based approach. (These are often used as estimates of theunderlying "spot price" and volatility for the real option valuation below; seeReal options valuation § Valuation inputs.) A more robust Monte Carlo model would include the possible occurrence of risk events - e.g., acredit crunch - that drive variations in one or more of the DCF model inputs.
Often - for exampleR&D projects - a project may open (or close) various paths of action to the company, but this reality will not (typically) be captured in a strict NPV approach.[50] Some analysts account for this uncertainty by[43] adjusting the discount rate (e.g. by increasing thecost of capital) or the cash flows (usingcertainty equivalents, or applying (subjective) "haircuts" to the forecast numbers; seePenalized present value).[51][52] Even when employed, however, these latter methods do not normally properly account for changes in risk over the project's lifecycle and hence fail to appropriately adapt the risk adjustment.[53][54] Management will therefore (sometimes) employ tools which place an explicit value on these options. So, whereas in a DCF valuation themost likely or average orscenario specific cash flows are discounted, here the "flexible and staged nature" of the investment ismodelled, and hence "all" potentialpayoffs are considered. Seefurther underReal options valuation. The difference between the two valuations is the "value of flexibility" inherent in the project.
The two most common tools areDecision Tree Analysis (DTA)[43] andreal options valuation (ROV);[55] they may often be used interchangeably:
Dividend policy is concerned with financial policies regarding the payment of a cash dividend in the present, orretaining earnings and then paying an increased dividend at a later stage. The policy will be set based upon the type of company and what management determines is the best use of those dividend resources for the firm and its shareholders.Practical and theoretical considerations - interacting with the above funding and investment decisioning, and re overall firm value - will inform this thinking.[56][57]
In general, whether[58] to issue dividends,[56] and what amount, is determined on the basis of the company's unappropriatedprofit (excess cash) and influenced by the company's long-term earning power. In all instances, as above, the appropriate dividend policy is in parallel directed by that which maximizes long-term shareholder value.
When cash surplus exists and is not needed by the firm, then management is expected to pay out some or all of those surplus earnings in the form of cash dividends or to repurchase the company's stock through a share buyback program.Thus, if there are no NPV positive opportunities, i.e. projects wherereturns exceed the hurdle rate, and excess cash surplus is not needed, then management should return (some or all of) the excess cash to shareholders as dividends.
This is the general case, however the"style" of the stock may also impact the decision. Shareholders of a "growth stock", for example, expect that the company will retain (most of) the excess cash surplus so as to fund future projects internally to help increase the value of the firm. Shareholders ofvalue- or secondary stocks, on the other hand, would prefer management to pay surplus earnings in the form of cash dividends, especially when a positive return cannot be earned through the reinvestment of undistributed earnings; ashare buyback program may be accepted when the value of the stock is greater than the returns to be realized from the reinvestment of undistributed profits.
Management will also choose theform of the dividend distribution, as stated, generally as cashdividends or via ashare buyback. Various factors may be taken into consideration: where shareholders must paytax on dividends, firms may elect to retain earnings or to perform a stock buyback, in both cases increasing the value of shares outstanding. Alternatively, some companies will pay "dividends" fromstock rather than in cash or via ashare buyback as mentioned; seeCorporate action.
As forcapital structure above, there are severalschools of thought on dividends, in particular re their impact on firm value.[56] A key consideration will be whether there are any tax disadvantages associated with dividends: i.e. dividends attract a higher tax rate as compared, e.g., tocapital gains; seedividend tax andRetained earnings § Tax implications.Here, per the abovementionedModigliani–Miller theorem: if there are no such disadvantages - and companies can raise equity finance cheaply, i.e. canissue stock at low cost - then dividend policy is value neutral; if dividends suffer a tax disadvantage, then increasing dividends should reduce firm value.Regardless, but particularly in the second (more realistic) case, other considerations apply.
The first set of these, relates to investor preferences and behavior (seeClientele effect).Investors are seen to prefer a “bird in the hand” - i.e. cash dividends are certain as compared to income from future capital gains - and in fact, commonly employ some form ofdividend valuation model in valuing shares.Relatedly, investors will then prefer astable or "smooth" dividend payout - as far as is reasonable given earnings prospectsand sustainability - which will then positively impact share price; seeLintner model.Cash dividends may also allow management to convey(insider) information about corporate performance; and increasing a company's dividend payout may then predict (or lead to) favorable performance of the company's stock in the future; seeDividend signaling hypothesis
The second set relates to management's thinking re capital structure and earnings, overlappingthe above.Under a"Residual dividend policy" - i.e. as contrasted with a "smoothed" payout policy - the firm will use retained profits to finance capital investments if cheaper than the same via equity financing; see againPecking order theory.Similarly, under theWalter model, dividends are paid only if capital retained will earn a higher return than that available to investors (proxied:ROE >Ke).Management may also want to "manipulate" the capital structure - in this context, by paying or not paying dividends - such thatearnings per share are maximized; see again,Capital structure substitution theory.
Managing the corporation'sworking capital position so as to sustain ongoing business operations is referred to asworking capital management.[59][60] This entails, essentially, managing the relationship between a firm'sshort-term assets and itsshort-term liabilities, conscious of various considerations. Here, as above, the goal of Corporate Finance is the maximization of firm value. In the context of long term, capital budgeting, firm value is enhanced through appropriately selecting and funding NPV positive investments. These investments, in turn, have implications in terms of cash flow andcost of capital.The goal of Working Capital (i.e. short term) management is therefore to ensure that the firm is able tooperate, and that it has sufficient cash flow to service long-term debt, and to satisfy both maturingshort-term debt and upcoming operational expenses. In so doing, firm value is enhanced when, and if, thereturn on capital exceeds the cost of capital; SeeEconomic value added (EVA). Managing short term finance along with long term finance is therefore one task of a modern CFO.
Working capital is the amount of funds that are necessary for an organization to continue its ongoing business operations, until the firm is reimbursed through payments for the goods or services it has delivered to its customers.[61] Working capital is measured through the difference between resources in cash or readily convertible into cash (Current Assets), and cash requirements (Current Liabilities). As a result, capital resource allocations relating to working capital are always current, i.e. short-term.
In addition totime horizon, working capital management differs from capital budgeting in terms ofdiscounting and profitability considerations; decisions here are also "reversible" to a much larger extent. (Considerations as torisk appetite and return targets remain identical, although some constraints – such as those imposed byloan covenants – may be more relevant here).
The (short term) goals of working capital are therefore not approached on the same basis as (long term) profitability, and working capital management applies different criteria in allocating resources: the main considerations are (1) cash flow / liquidity and (2) profitability / return on capital (of which cash flow is probably the most important).
Guided by the above criteria, management will use a combination of policies and techniques for the management of working capital.[62] These policies, as outlined, aim at managing thecurrent assets (generallycash andcash equivalents,inventories anddebtors) and the short term financing, such that cash flows and returns are acceptable.[60]
As discussed, corporate finance comprises the activities, analytical methods, and techniques that deal with the company's long-term investments, finances and capital.Re the latter,when capital must be raised for the corporation or shareholders, the "corporate finance team" will engage[64] itsinvestment bank. The bankwill then facilitate the requiredshare listing (IPO orSEO) orbond issuance, as appropriate giventhe above anaysis.Thereafter the bankwill work closely with the corporatere servicing the new securities, and managing its presence in thecapital markets more generally(offering advisory, financial advisory, deal advisory, and / or transaction advisory[65] services).
Use of the term "corporate finance", correspondingly, varies considerably across the world. In theUnited States, "Corporate Finance" corresponds to the first usage.Aprofessional here may be referred to as a "corporate finance analyst" and will typically be based in theFP&A area, reporting to theCFO.[64][66] SeeFinancial analyst § Financial planning and analysis.In theUnited Kingdom andCommonwealth countries,[65] on the other hand, "corporate finance" and "corporate financier" are associated withinvestment banking.
Financial risk management,[48][67] generally, is focused on measuring and managingmarket risk,credit risk andoperational risk.Within corporates[67] (i.e. as opposed to banks), the scope extends to preserving (and enhancing) the firm'seconomic value.[68] It will then overlap both corporate finance andenterprise risk management: addressing risks to the firm's overallstrategic objectives,by focusing on the financial exposures and opportunities arising from business decisions, and their link to the firm’sappetite for risk, as well as their impact onshare price.(In large firms, Risk Management typically exists as anindependent function, with theCRO consulted on capital-investment and other strategic decisions.)Re corporate finance, both operational and funding issues are addressed; respectively:
Broadly,corporate governance considers the mechanisms, processes, practices, and relations by which corporations are controlled and operated by theirboard of directors, managers,shareholders, and other stakeholders.In the context of corporate finance,[71]a more specific concern will be that executives do not serve their ownvested interests to the detriment of capital providers.[72]There are several interrelated considerations:
In general, here, debt may be seen as "an internal means of controlling management", which has to work hard to ensure that repayments are met,[74]balancing these interests, and also limiting the possibility of overpaying on investments.As a further control, large investments will need the approval of the Board-appointedInvestment committee.GrantingExecutive stock options,[75] alternatively or in parallel, is seen as a mechanism to align management with stockholder interests. A more formal treatment is offered underagency theory,[76] where these problems and approaches can be seen, and hence analysed, asreal options;[77]seePrincipal–agent problem § Options framework for discussion.
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