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Chapter 5 – The Financial System, Corporate Governance, and Interest

Chapter 5 – The Financial System, Corporate Governance, and Interest. The Financial System. The economy is divided into sectors Consumption Production (includes government) Services, products, and money flow between the sectors every day Producers pay wages Workers spend incomes

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Chapter 5 – The Financial System, Corporate Governance, and Interest

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  1. Chapter 5 – The Financial System, Corporate Governance, and Interest

  2. The Financial System • The economy is divided into sectors • Consumption • Production (includes government) • Services, products, and money flow between the sectors every day • Producers pay wages • Workers spend incomes • Producers spend revenues • Creates a cyclical flowof money

  3. Figure 5-1 Cash Flows Between Sectors

  4. Diagram Omits Two Things • Consumption sector • Most people do not consume all of their income—they deposit savings and earn a return • Production sector • Companies need to raise money to finance large, infrequent projects • Economy has a need for and a source of $

  5. Savings and Investment • Financial markets channel consumer savings to companies through the sale of financial assets • Companies issue securities • Consumers purchase securities

  6. Figure 5- 2 Flows Between Sectors

  7. The Term “Invest” • Individuals invest by putting savings into financial assets: stocks, bonds, etc. • This makes funds available for business investment • Hence: SAVINGS = INVESTMENT (Consumer) Savings = (Business) Investment

  8. Raising and Spending Money in Business Firms spend two kinds of money • Day-to-day funds • Large sums needed for major projects

  9. Raising and Spending Money in Business Firms to raise money by: • Borrowing money: Debt Financing • Selling stock: Equity Financing

  10. Term • The length of time between now and the end (or termination) of something • Long-term projects • last over 5-10 years • financed with debt (bonds) and equity (earnings/stocks) • Short-term projects • last less than 1 year • financed with short-term funds (bank loans) • Process is known as maturity matching

  11. Financial Markets • Capital Markets • Trade in stocks and long-term debt • Money Markets • Trade in short term debt securities • Federal government issues a great deal of short-term debt

  12. Financial Markets: Primary and Secondary Markets • Primary Market: Initial sale of a security • Proceeds go to the issuer • Secondary Market: Subsequent sales of the security • Between investors • Company not involved

  13. Primary and Secondary Markets • Corporations care about a stock’s price in the secondary market • Influences how much money can be raised in future stock issues • Senior management’s compensation is usually tied to stock price

  14. Direct and Indirect Transfers, Financial Intermediaries Directly • Issuer sells directly to buyers or through an investment bank • Investment bank lines up investors and functions as a broker Indirectly • Financial intermediary sells shares in itself and invests the funds collectively on behalf of investors • Mutual fund is an example • Portfolio is collectively owned Primary market transactions can occur

  15. Figure 5-3 Transfer of Funds

  16. Direct and Indirect Transfers, Financial Intermediaries • Institutional investors play a major role in today’s financial markets • Own ¼ of all stocks, make over ¾ of all trades • Examples include: • Mutual funds • Pension funds • Insurance companies • Banks

  17. The Stock Market and Stock Exchanges • Stock market—a network of exchanges and brokers • Exchange—a marketplace such as NYSE, AMEX, NASDAQ, & regional exchanges • Brokerage houses employ licensed brokers to make securities transactions for investors

  18. Trading—The Role of Brokers • What brokers do… • An investor opens an account with a broker and place trades via phone or online • Local broker forwards order to floor broker on the exchange trading floor • Trade confirmation is forwarded to local broker and investor

  19. Figure 5-4 Schematic Representation of a Stock Market Transaction

  20. Exchanges • New York Stock Exchange (NYSE) • NYSE MKT (Previously AMEX) • (NASDAQ) • Regional stock exchanges (Philadelphia, Chicago, San Francisco, etc.) • Exchanges are linked electronically

  21. Stock Market and Exchanges • Stock Market refers to the entire interconnected set of places, organizations and processes involved in trading stocks • Regulation • Securities Act of 1933 • Required companies to disclose certain information • Securities Exchange Act of 1934 • Set up Securities and Exchange Commission (SEC) • Securities law is primarily aimed at disclosure

  22. Private, Public, and Listed Companies, and the OTCBB Market Privately Held Companies • Can’t sell securities to the general public • Sale of securities is strictly regulated Publicly Traded Companies • Received approval from SEC to offer securities to the general public • Process of obtaining approval and registration is known as ‘going public’

  23. Private, Public, and Listed Companies, and the NASDAQ Market • Public Companies • Use an investment banking firm to “go public” • Prospectus—provides detailed information about company • SEC reviews prospectus • Red Herring - an unapproved, or preliminary, prospectus

  24. Private, Public, and Listed Companies, and the OTC Market • The IPO • Initial public offering (IPO) is the initial sale • Investment banks usually line up institutional buyers prior to the actual securities sale • IPO occurs in primary market, then trading begins in the secondary market • IPOs are discussed in detail in Chapter 8

  25. The OTCBB Market • After a company goes public, its shares can trade in the over-the-counter (OTC) market • Firms not listed on an exchange trade through the OTCBB overseen by the NASD • Eventually a firm may list on an exchange

  26. Figure 5-7 Stock Market Quotation for Microsoft Corp.

  27. Corporate Governance • Corporate governance refers to the relationships, rules and procedures under which businesses are organized and run. • Focused on ethics and legality of financial relationships between top managers and the corporations they serve. • The idea is connected to the agency problem, which refers to a conflict of interest between executives and stockholders • Two major financial crises thus far in the 21st century • Stock market crash of 2000 caused by financial reporting fraud • Financial crisis of 2008 caused by the subprime mortgage market

  28. Corporate Governance: Executive Compensation • The personal wealth of corporate executives is closely tied to stock price • The stock market bids prices up and down • Current financial performance is the best indication of future performance

  29. Concept Connection Example 5-1 Executive Stock Options Harry Johnson, CEO • Salary $2,500,000 • Bonus 1,500,000 $4,000,000 Plus: Stock option: • 200,000 shares @ $20, Market Price now $48.65 • Option Value: • 200,000 x ($48.65 - $20.00) = $5,730,000 • Total comp = $9,730,000; 59% from options

  30. Moral Hazard A situation that tempts people to act in immoral or unethical ways

  31. Concept Connection Example 5-1Moral Hazard of Stock Based Compensation • What if Harry can’t exercise his option for another six months? • AND some disturbing financial information comes up that will cause the stock’s price to drop by $10. • If released, that info will cost Harry $2,000,000 • Harry is motivated to hold stock price up at any cost until he can exercise his option. • Usually means suppressing the damaging information while ordinary investors buy in at inflated price

  32. Holding Performance Up • Company financial statements - Income Statement and Balance Sheet are actually easy to manipulate by “bending” accounting rules

  33. Responsibility for Financial Statements • Responsibility for the contents of financial statements primarily falls to top management • Top execs have the power to enhance their own wealth by cheating on financial reporting

  34. Events of the 1990s • Stock prices skyrocketed • Top management was willing to bend rules • Some accountants partnered with unethical executives in deceiving the public • Enron

  35. Public Accounting ReformRegulation • SOX (§§101-109) creates the Public Accounting Oversight Board (PCAOB) to oversee and regulate the accounting industry • Accounting will never be self-regulated again • Requires firms to register • Sets standards of performance & compliance • Inspections and disciplinary procedures

  36. Events of the 1990s • Resulted in the Sarbanes-Oxley (SOX)Act: • Title I: Oversight of the Public Accounting Industry. • Title II: Auditor Independence. • Title III: Corporate Responsibility. • Title IV: Enhanced Financial Disclosure. • Title V: Wall Street Reforms—Securities Analyst Conflicts of Interest.

  37. Executives Profit While Others Go Broke • Executives often received huge incentive compensation while the stock tanked and investors/employees lost everything • SOX (§304) requires CEOs & CFOs to repay such gains to corporation

  38. Stock Analyst Conflicts • SOX (§501) directs the SEC to issue rules insulating analysts from investment banking pressure • SEC adopted Regulation Analyst Certification (Reg AC): Analysts must certify: • They actually believe in their recommendations • Their compensation is not linked to specific recommendations

  39. The Financial Crisis of 2008 • Home Ownership, Mortgages, and Risk • Securitization • Subprime markets • Credit Default Swap (CDS)

  40. Home Ownership, Mortgages, and Risk • Loans are secured by a House • Failure to make payment leads to Foreclosure

  41. Securitization • Bundle of Loans and Securitization • Collateralized debt obligations (CDO) • CDO tranche • Flaw in Risk Allocation Method

  42. Subprime Mortgage Market • Institutions borrowed at short-term rates to invest in CDOs • Needed money to invest • Banks ran out of qualified borrowers

  43. Subprime Loans • Loans made to unqualified borrowers • Types of loans • Zero down • Adjustable Rate Mortgages (ARM) • Negative Amortization (NegAm) • Alt-A loans

  44. Credit Default Swaps (CDS) • Contract between buyer and seller in which the seller agrees to repay losses the buyer suffers

  45. The Trigger- Interest Rates Rise In 2004 - 2006 • Concern about inflation • Federal reserve raised rates • Resulting in mortgage rates going up and an end to rising real estate prices

  46. Effect on CDO Market and CDO Owners • CDO market froze • 2008 staggering losses and equity reductions by financial institutions • Bailouts arrived

  47. Federal Government Actions in 2008 • Intervention • Government takeover • Officials brokered merger of at risk institutions • Bail outs by the federal government

  48. Federal Government Actions in 2008 Two actions were particularly important to the financial crisis • Bear- Stearns • Lehman Brothers

  49. The Crisis is a Governance Issue • The financial system created an incentive for dishonesty • Make loans regardless of ability to pay • The “too big to fail” concept creates a Moral Hazard in banking • Executives are rewarded if high risk projects go well • But government (taxpayers) pay for failures

  50. The Dodd-Frank Act • Signed in 2010 • Designed to fix the problem through legislation • Governs conduct on more than 240 issues

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