A
abnormal stock price returns, 96–99
absolute performance standards, 126–127
accounting
auditing versus consulting fees, 54, 55
creative accounting practices, 51–53, 134–136
financial reporting rules, 53–54
generally accepted accounting principles (GAAP), 197–198
in short-term compensation plans, 125–126
Agribrands International, 167–168
Airbus, 86
Altera Corporation, 47
antitrust legislation, 7
AOL-Time Warner, 160
ArrowPoint Communications Inc., 46
Arthur Andersen, 52
Arvin Industries, 108
Associates First Capital Corporation, 163
AT&T, 160
Australia, investor protection laws and, 111–112
Aventis, 197
B
Bank of Tokyo-Mitsubishi, 199
banks
in Germany, 23, 188–189, 191–196, 205
public debt versus debt of, 101–104
regulation of, 11
syndicates of, 103
Berle, Adolf, 2–3, 12, 14, 29–31
best practices, of board of directors, 171
Black-Scholes option pricing model, 128–129
board of directors, 19, 25–26, 54, 169–186
CEO and, 178
historical perspective on, 170–172
independent directors and, 25, 171–173
relationship with management, 170–172
role of, 170
shareholder rights and, 178–183
supermajority rules and, 183–185
voting rights of shareholders and, 24–25, 179–183
Boston Chicken, 53
budgets, in short-term compensation plans, 126–127
C
Calpers (California Public Employees Retirement System), 172, 185
Campbell Soup, 186
Canada, investor protection laws and, 111–112
capital asset pricing model (CAPM), 62–65, 70
cash dividends, see dividends
cash flows
incremental, 83
Chan, Su, 80
chief executive officer (CEO), 19, 26–27, 31–32, 54
board chair and, 178
long-term incentive plans, 121, 128–142
short-term incentive plans, 121, 123–128
CIT Group, 177
growth of corporation and, 6–7
liberalism versus, 5
classes of common stock, 24, 180
class warfare, 7
collateral, 95
common stock
see also dividends; efficient markets; valuation
Compaq Computer Corporation, 158–160
compensation
management, 21, 79, 101, 110, 117–148
competitive analysis approach (CAA), 85–87
confidentiality issues, 180–181
conflicts of interest
between banks and public bondholders, 103
of the board of directors, 25–26, 172
corporate social responsibility and, 9, 29–31
between creditors and shareholders, 27, 93–96, 191–193
between management and shareholders, 26, 27, 43–45, 96–101, 107–112, 131
in MBOs, 166
ownership, 23
consensus budgets, 126
constant growth rate policy, 105–106
contracts, 19
contractual shareholder model, 14–16, 18
Cooper Industries, 108
corporate control market, 149–168
mergers and acquisitions in, 23, 155–162
corporate governance
American versus German approach to, 197–199
board of directors in, 19, 25–26, 54, 169–186
corporate executives and senior managers in, 26–27
creditors in, 27
financing decisions and, 64, 89–104
investment decisions and, 48–51, 64, 73–87
management compensation and, 21, 79, 110, 117–148
in other countries, 13
professional managers in, 2, 3–4, 8–16
relationships with suppliers and customers, 25, 28–29
voting rights and, 24–25, 179–183
see also board of directors; governance structure; management
corporate social responsibility, 9, 29–31
corporation
creative accounting practices, 51–53, 134–136
creditors, 27
bank debt versus public debt, 101–104
conflicts of interest between shareholders and, 27, 93–96, 191–193
conflicts of interest between types of, 103
protective covenants of, 95–96
Credit Suisse Boston, 136
Critical Path, Incorporated, 52
cross-ownership, 203
customers
financing decision and, 99–100
D
democratic political process, 7–8
Denne, Karen, 177
Derrick, James V., Jr., 177
Digital Equipment, 160
discounted cash flow model, 57–62
cash dividends and earnings in, 59
investors’ required rate of return in, 59–62
diversification
of funding sources, 102
of investments, 61, 65, 156–157, 164
dividend payout ratios, 112
conflicts of interest and, 110–112, 131
discounted cash flow model and, 59
free cash flows and, 110–112, 115–116
information asymmetry problems and, 107–110
NPV rule and, 106–107, 110–111, 193
share repurchases and, 113–116
dividend valuation model, 57–62
cash dividends and earnings in, 59
investors’ required rate of return in, 59–62
opportunity cost of capital and, 66–70
Dow Jones, 24
due diligence, 170
duty of loyalty, 170
dynamic competition, 208
E
earnings before interest and taxes (EBIT), 123
earnings guidance, 135
earnings per share
dividend valuation model and, 59
earnings announcements and, 46–47
estimates of, 70
opportunity cost of capital and, 66–70
economic self-determination, 4
as class levelers, 4
liberalism and, 6
market inefficiencies and anomalies, 45–48
Electronic Data Systems Corporation, 163
employees
financing decisions and, 100–101
see also management
Enron, 27, 52, 53, 131, 143–147, 170, 177–178
ERISA (Employee Retirement Income Security Act of 1974), 181
EVA (Economic Value Added) model, 79, 136–141
exercise price, option, 128
exit strategy, 164–165, 195–196
expected future returns, 34
F
Federal Deposit Insurance Corporation (FDIC), 11
fiduciary responsibility, 10, 181
Financial Accounting Standards Board (FASB), 53
financial agency theory, 15–16
financial leverage, 90
financial market efficiency, see efficient markets financial plutocracy, 8
financing decisions, 64, 89–104
bank debt versus public debt, 101–104
defined, 89
shareholder/bondholder conflicts of interest and, 93–96
shareholder/management conflicts of interest and, 96–100
firm-specific investments, 85
First Bank of the United States, 24–25
First Call, 70
First Virginia Banks, 122, 124–125, 130, 184
Ford Motor Company, 24, 35–36, 58–59, 114–115, 163–164
France
investor protection laws and, 112
ownership of corporations in, 22–23
free cash flow, 96–99, 110–112, 115–116
Fresenius Medical Care, 197
G
Galbraith, John Kenneth, 11–13
General Electric (GE), 10, 154–155
generally accepted accounting principles (GAAP), 197–198
General Motors (GM), 163
Genuine Parts Company, 108–110, 116, 122, 125
George Mason University, 178
Georgia-Pacific Corporation, 31–32, 98–99, 115–116, 136
bank ownership of stocks, 23, 188–189, 191–196, 205
corporate governance in, 13, 189–190
financial performance versus the U.S., 196–199
governing boards in, 13, 189–190
investor protection laws and, 112
lack of corporate control market in, 190–191
market capitalization in, 188
ownership of corporations in, 22–23
role of banks in, 188–189, 191–196, 205
Ghosn, Carlos, 29
Gillette, 186
Glass-Steagall Act, 11
Global Crossing, 53
globalization, 208
Goldman Sachs, 136
in foreign corporations, 22–23, 197–199
institutional investors in, 21
see also board of directors; corporate governance; management
government bonds, and risk-free nominal interest rate, 61–65
government regulation, 11, 15, 83
GPC, 130
Gramm, Wendy, 178
growth
assets in place versus opportunities for, 65–70
constant growth rate policy, 105–106
Grumman, 160
H
Hartmann, Ulrich, 104
Harvard Business School, 10
Hertz Corporation, 163
Hewlett-Packard Company, 158–159
H.J. Heinz Company, 31, 80, 175, 176, 182
hostile takeovers, 154, 171, 182–183, 184, 190
in Japan, 201
House of Morgan, 8
I
incremental cash flows, 83
independent directors, 25, 171–173
information asymmetry
strong-form market efficiency and, 43–45
initial public offerings (IPOs), see IPOs (initial public offerings)
insiders
control by, 9
defined, 15
information asymmetry and, 43–45, 107–110
strong-form market efficiency and, 43–45
institutional investors, 21–22, 170–172, 180, 183
Intel Corporation, 47
Internal Revenue Service (IRS), 91–93
International Monetary Fund (IMF), 209
Investment Advisers Act of 1940, 181
Investment Company Act (1940), 11
investment decisions, 48–51, 64, 73–87
diversification and, 61, 65, 156–157, 164
exit strategy and, 164–165, 195–196
see also valuation
investor protection laws, 15, 111–112, 167, 194–195
IPOs (initial public offerings), 164–165
of companies with banking relationships, 102–103
J
banking crisis of 1998, 206–207
corporate governance in, 13
investor protection laws and, 112
keiretsu system, 28–29, 199–207
ownership of corporations in, 22–23, 200
relational contracting in, 202–204
selective intervention in, 201–202
Johnson, Bill, 31
joint stock companies, 25
K
Kagermann, Henning, 102
keiretsu system, 28–29, 199–207
cross-ownership of shares in, 203
disadvantages of, 205
Kensinger, John, 80
Kraft, 164
L
large-company stocks, historic returns on, 61, 64–65
Lay, Kenneth, 143–147, 177–178
LBOs (leveraged buyouts), 165–168, 171
potential problems for public investors, 167–168
Lesley Fay, 52
leverage, 90
leveraged buyouts, see LBOs (leveraged buyouts)
civic republicanism versus, 5
growth of corporation and, 6–7
liberty, 4
limited liability company, 2–3
Lippman, Walter, 7
Lockheed, 160
long-term incentive plans, 121, 128–142
evidence about pay and performance, 141–142
examples of, 130
M
MacAvoy, Paul W., 185
Malkiel, Burton, 44
management
compensation of, 79, 101, 110, 117–148
conflicts of interest between shareholders and, 26, 27, 43–45, 96–100, 107–112, 131
in corporate governance, 26–27
creative accounting practices and, 51–53, 134–136
decisions of, and stock valuation, 48–51
efficient markets and, 43–45, 48–53
influence of institutional investors and, 21–22, 170–172, 180, 183
managerial capitalism and, 11–13, 170–171
reasons for corporate control market and, 150–155
relationship with board of directors, 170–172
separation from owners/shareholders, 2, 3–4, 8–16
shareholder wealth maximization and, 14–16, 18, 28, 31–32, 34, 93–96, 98, 161–162
trustee approach to, 9–11, 13, 14
see also board of directors management board, 189–190
management buyouts, see MBOs (management buyouts)
management compensation, 79, 110, 117–148
measuring effort and performance for, 119–121
pay for performance systems, 21, 121–148
board of directors and, 170–171
challenges to, 13
Mannesmann, 190
market value added (MVA), 137–140
market-value-to-book-value ratio, 79, 141–142
Martin, John, 80
Martin Marietta, 160
Mattel, 186
MBOs (management buyouts), 165–168
potential problems for public investors, 167–168
McDonnell-Douglas, 160
McGinn, Richard, 143
Means, Gardiner, 2–3, 12, 29–31
mergers and acquisitions, 23, 155–162
impact on shareholder value, 161–162
Millstein, Ira M., 185
Mitsubishi Corporation, 199
Mitsui & Co., 199
Mitsui Mutual Life Insurance, 199
Mitsui O.S.K. Lines, 199
modern corporation
Modern Corporation and Private Property, The (Berle and Means), 14
N
NASDAQ, crash of 2000, 35–36, 47–48, 142–148
National Labor Relations Act, 11
National Recovery Administration (NRA), 10–11
NCR, 160
net income
in long-term incentive plans, 120, 139
net income before taxes, 123
net present value, see NPV rule
Netscape, 46
‘‘new-economy’’ companies, 47–48, 131
New Industrial State, The (Galbraith), 11–13
Northeast Utilities, 70
Northrop Corporation, 160
competitive analysis approach (CAA), 85–87
dividends and, 106–107, 110–111, 193
implication for internal allocation of capital, 81–82
investor behavior predicted by, 79–81
NTT, 207
O
opportunity cost of capital, 65–70, 74
Oracle, 198
Organization for Economic Cooperation and Development (OECD), 209–213
P
pay for performance systems, 21, 121–148
long-term incentive plans in, 121, 128–142
short-term compensation in, 121, 123–128
People’s Heritage Financial Group, Inc., 182–183
perfect capital markets, 90, 106
Pfeiffer Vacuum, 85, 104, 197–198
Philip Morris, 164
political process, democratic, 7–8
Porter, Michael, 171
present value, NPV rule and, 77–78
price-earnings (P/E) ratio, 68–71
profit margins, in long-term incentive plans, 120
property ownership
unification of security ownership, 166
proxy fights, 151, 171, 180–181
proxy voting, 26
public debt, bank debt versus, 101–104
Pujo committee, 8
put options, 128
Q
quasi rents, 85
R
Ralcorp Holdings, 167
relational contracting, 202–204
Renault, 207
required rate of return
in capital asset pricing model, 62–65
in discounted cash flow model, 59–62
residual theory of cash dividends, 107
restricted stock
compensation based on, 128–136
return on assets
in long-term incentive plans, 120
in short-term compensation plans, 124
return on equity, in long-term incentive plans, 120
Rhone-Poulenc, 197
risk-adjusted required rate of return, 64–70, 74
risk-free nominal interest rate (RF), 59–65
risk management decisions, 50–51, 64
risk shifting, 94
Roosevelt, Franklin D., 10–11, 30
S
Sakura Bank, 199
SAP, 100, 102, 103–104, 197, 198
Schoenberger, Robert G., 31
Schrempp, Juergen, 197
Schroeder, Gerhard, 190
scientific management, 7–8, 10
Second Bank of the United States, 24–25
Securities and Exchange Commission (SEC), 11, 15, 54, 177
selective intervention, 201–202
semistrong-form market efficiency, 37–43
SGL Carbon, 197
electing board of directors, 181–183
shareholders
conflicts of interest between creditors and, 27, 93–96, 191–193
conflicts of interest between management and, 26, 27, 43–45, 96–100, 107–112, 131
in governance structure of corporation, 19–23
maximizing wealth of, 14–16, 18, 28, 31–32, 34, 93–96, 98, 161–162
separation of management from, 2, 3–4, 8–16
short-term incentive plans, 121, 123–128
Sirena Apparel, 52
small-company stocks, historic returns on, 61, 64–65
Smith, Adam, 186
Smith, Clifford W., Jr., 97
social utility, 13
sogo shosha (general trading company), 199
South Korea, investor protection laws and, 112
standard deviation, 61
Standard Oil Trust, 2
Stern Stewart & Company, 136
stock options
compensation based on, 101, 128–136
strong-form market efficiency, 43–45
Sumitomo Bank, 199
supplier relationships, 25, 28–29
Sweden, 188
T
taking the money and running, 94–95
target company, impact of merger on, 160–161
taxes
financing decisions and, 91–93
on incentive compensation, 148
tax-efficient distributions and, 115–116
technical default, 96
Thatcher, David, 52
TIAA-CREF (Teachers Insurance and Annuity Association—College Retirement Equity Fund), 21, 171–172, 176, 184–185
transaction costs, 162
transparency, efficient markets and, 53–54
Trotman, Alex, 163
trustee approach to management, 9–11, 13, 14
U
United Industrial Corporation, 175, 176
United Kingdom
investor protection laws and, 111–112
market capitalization in, 188
ownership of corporations in, 22–23
United States
financial performance of, versus Germany, 196–199
market capitalization in, 188
ownership of corporations in, 19–23, 173
Unitil Corporation, 31
universal banking, 23, 188–189, 191–196, 205
V
assets in place versus growth opportunities, 65–70
capital asset pricing model (CAPM), 62–65, 70
creative accounting practices and, 51–53, 134–136
discounted cash flow model, 57–62
financing decisions and, 50–51
management decisions and, 48–50
risk management decisions and, 50–51, 64
see also investment decisions
venture capitalists, 164–165, 196
Vodafone Air Touch, 190
volatility, of stock price, 129, 131
Volkswagen, 191
voter registration, 26
confidentiality issues and, 180–181
votes per shareholder, 179–180
W
Wagner Act, 11
weak-form market efficiency, 35–37
Wellman, Brush, 130
Willamette Industries, 107, 108, 109–110
William M. Mercer, Inc., 143
World Bank, 209
World War II, 11
Y
Young, Owen, 10