Corporate Governance and Corporate Finance

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Corporate Governance and Corporate Finance Spring semester 2009/2010 academic year Instructor: Alexander Bukhvalov, PricewaterhouseCoopers Professor of Finance, Department of Finance and Accounting E-mail: bukhvalov@gsom.pu.ru Web site: http://bukhvalov.som.pu.ru Contact hours: Tuesday, 16.30-18.00, room 217

Corporate Governance Corporate Governance (CG) is a discipline, which examines the performance/organization of the power in a company. It is a mixture of economics (motivation) law (legal fiction) management (how-to-do).

Corporate Governance: Contents Agency Problem Executive Incentives Transparency, Accounting, External Auditing The Board of Directors Investment Banks, IPO Creditors Shareholders: big and minority, dividends, voting Restructuring: IPO, LBO, M&A, divestiture Securities and Exchange Comission Stakeholders

Corporate Finance Valuation Discounted Cash Flow (DCF): Income Approach Tobin’s Q: Cost Approach Multiples: Comparables Approach (Stock) Market Approach: Capitalization

Corporate Finance Risk (CAPM – Capital Asset Pricing Model) Systematic Specific

Case: XYZ company Actors: Engineer X (innovative project, $200K life savings Mrs Y (doing nothing, wealthy, has fortunate inheritance $830K) Mr Z (a legal company partner, has bonus of $250K)

Case: XYZ company Project needs $1M for implementation. Actors behavior: Engineer X does not wish to spend any penny from his life savings Mrs Y is light-minded about her unexpected inheritance Mr Z as a professional thinks about investment thoroughly

Case: XYZ company Solution: Engineer X: CEO, $100K investment in equity, 50% ownership Mrs Y: $700K investment in equity, 50% ownership Mr Z: $200K investment as a credit.

The Role of Financial Assets Transfer of capital Allocation of risks

Home Assignment Jensen M.C., Mekling W.H. Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure // Journal of Financial Economics 3 (4), 1976, 305-360. Also available at http://www.ssrn.com

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