Application Test: Who’s on board?

20

¨ Look at the board of directors for your firm.

¤ How many of the directors are inside directors (Employees of the firm,
ex-managers)?
¤ Is there any information on how independent the directors in the firm
are from the managers?
¨ Are there any external measures of the quality of corporate
governance of your firm?
¤ Yahoo! Finance now reports on a corporate governance score for firms,
where it ranks firms against the rest of the market and against their
sectors.
¨ Is there tangible evidence that your board acts independently
of management?
¤ Check news stories to see if there are actions that the CEO has wanted
to take that the board has stopped him or her from taking or at least
slowed him or her down.
Aswath Damodaran
20
 So, what next? When the cat is idle, the mice
will play ....
21

¨ When managers do not fear stockholders, they will often put

their interests over stockholder interests
No stockholder approval needed….. Stockholder Approval needed

¤ Greenmail: The (managers of ) target of a hostile takeover buy out the

potential acquirer's existing stake, at a price much greater than the
price paid by the raider, in return for the signing of a 'standstill'
agreement.
¤ Golden Parachutes: Provisions in employment contracts, that allows
for the payment of a lump-sum or cash flows over a period, if
managers covered by these contracts lose their jobs in a takeover.
¤ Poison Pills: A security, the rights or cashflows on which are triggered
by an outside event, generally a hostile takeover, is called a poison pill.
¤ Shark Repellents: Anti-takeover amendments are also aimed at
dissuading hostile takeovers but differ on one very important count.
They require the assent of stockholders to be instituted.
¤ Overpaying on takeovers: Acquisitions often are driven by
management interests rather than stockholder interests.
Aswath Damodaran
21
 Managerial Self Interest or Stockholder
Wealth? Overpaying on takeovers!
22

¨ The quickest and perhaps the most decisive way to

impoverish stockholders is to overpay on a takeover.
¨ The stockholders in acquiring firms do not seem to share
the enthusiasm of the managers in these firms. Stock
prices of bidding firms decline on the takeover
announcements a significant proportion of the time.
¨ Many mergers do not work, as evidenced by a number of
measures:
¤ The profitability of merged firms relative to their peer groups,
does not increase after mergers.
¤ An even more damning indictment is that a large number of
mergers are reversed within a few years, which is a clear
admission that the acquisitions did not work.

Aswath Damodaran
22
A case study in value destruction:
Eastman Kodak & Sterling Drugs

Kodak enters bidding war Kodak wins!!!!

¨ In late 1987, Eastman Kodak
entered into a bidding war with
Hoffman La Roche for Sterling
Drugs, a pharmaceutical
company.
¨ The bidding war started with
Sterling Drugs trading at about
$40/share.
¨ At $72/share, Hoffman dropped
out of the bidding war, but Kodak
kept bidding.
¨ At $89.50/share, Kodak won and
claimed potential synergies
explained the premium.
!
 Earnings and Revenues at Sterling Drugs
24

Sterling Drug under Eastman Kodak: Where is the synergy?

5,000
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
1988 1989 1990 1991 1992

Revenue Operating Earnings

Aswath Damodaran
24
 Kodak Says Drug Unit Is Not for Sale … but…
25

¨ An article in the NY Times in August of 1993 suggested that Kodak was eager to
shed its drug unit.
¤ In response, Eastman Kodak officials say they have no plans to sell Kodak’s Sterling Winthrop
drug unit.
¤ Louis Mattis, Chairman of Sterling Winthrop, dismissed the rumors as “massive speculation,
which flies in the face of the stated intent of Kodak that it is committed to be in the health
business.”
¨ A few months later…Taking a stride out of the drug business, Eastman Kodak said
that the Sanofi Group, a French pharmaceutical company, agreed to buy the
prescription drug business of Sterling Winthrop for $1.68 billion.
¤ Shares of Eastman Kodak rose 75 cents yesterday, closing at $47.50 on the New York Stock
Exchange.
¤ Samuel D. Isaly an analyst , said the announcement was “very good for Sanofi and very good
for Kodak.”
¤ “When the divestitures are complete, Kodak will be entirely focused on imaging,” said George
M. C. Fisher, the company's chief executive.
¤ The rest of the Sterling Winthrop was sold to Smithkline for $2.9 billion.

Aswath Damodaran
25
 Application Test: Who owns/runs your firm?
26

¨ Look at: Bloomberg printout HDS for your firm

¨ Who are the top stockholders in your firm?
¨ What are the potential conflicts of interests that you see
emerging from this stockholding structure?
Government
Outside stockholders Managers
- Size of holding - Length of tenure
- Active or Passive? - Links to insiders
- Short or Long term? Control of the firm

Employees Lenders

Inside stockholders
% of stock held
Voting and non-voting shares
Control structure
Aswath Damodaran
26
Case 1: Splintering of Stockholders
Disney’s top stockholders in 2003

Aswath Damodaran
27
Case 2: Voting versus Non-voting Shares &
Golden Shares: Vale

Valespar(ownership Brazilian(Govt.( Valespar(

4%( 1%(
Brazilian(retail(
5%(
Brazilian(
Litel&Participaço 49.00%
Brazilian(Ins=tu=onal(
6%(
Govt.(
6%(
Eletron&S.A. 0.03%
Bradespar&S.A. 21.21%
Mitsui&&&Co. 18.24% Brazilian(retail(
18%(
BNDESPAR 11.51%

Valespar( Golden (veto)

Non/Brazilian( 54%( Brazilian(Ins<tu<onal( Non.Brazilian(
(ADR&Bovespa)( shares owned 18%( (ADR&Bovespa)(
29%( 59%(
by Brazilian govt

Common (voting) shares Preferred (non-voting)

3,172 million 1,933 million
Vale Equity

Vale has eleven members on its board of directors, ten of

whom were nominated by Valespar and the board was
chaired by Don Conrado, the CEO of Valepar.
Aswath Damodaran
28
Case 3: Cross and Pyramid Holdings
Tata Motor’s top stockholders in 2013

Aswath Damodaran
29
But it is a benevolent family!

Aswath Damodaran
30
Case 4: Legal rights and Corporate
Structures: Baidu
¨ The Board: The company has six directors, one of whom is Robin Li,
who is the founder/CEO of Baidu. Mr. Li also owns a majority stake
of Class B shares, which have ten times the voting rights of Class A
shares, granting him effective control of the company.
¨ The structure: Baidu is a Chinese company, but it is incorporated in
the Cayman Islands, its primary stock listing is on the NASDAQ and
the listed company is structured as a shell company, to get around
Chinese government restrictions of foreign investors holding shares
in Chinese corporations.
¨ The legal system: Baidu’s operating counterpart in China is
structured as a Variable Interest Entity (VIE), and it is unclear how
much legal power the shareholders in the shell company have to
enforce changes at the VIE.

Aswath Damodaran
31
 Things change.. Disney’s top stockholders in 2009
32

Aswath Damodaran
32
 II. Stockholders' objectives vs. Bondholders'
objectives
33

¨ In theory: there is no conflict of interests between

stockholders and bondholders.
¨ In practice: Stockholder and bondholders have
different objectives. Bondholders are concerned
most about safety and ensuring that they get paid
their claims. Stockholders are more likely to think
about upside potential

Aswath Damodaran
33
 Examples of the conflict..
34

¨ A dividend/buyback surge: When firms pay cash out as

dividends, lenders to the firm are hurt and stockholders
may be helped. This is because the firm becomes riskier
without the cash.
¨ Risk shifting: When a firm takes riskier projects than
those agreed to at the outset, lenders are hurt. Lenders
base interest rates on their perceptions of how risky a
firm’s investments are. If stockholders then take on
riskier investments, lenders will be hurt.
¨ Borrowing more on the same assets: If lenders do not
protect themselves, a firm can borrow more money and
make all existing lenders worse off.

Aswath Damodaran
34
 An Extreme Example: Unprotected Lenders?
35

Aswath Damodaran
35
 III. Firms and Financial Markets
36

¨ In theory: Financial markets are efficient. Managers

convey information honestly and and in a timely manner
to financial markets, and financial markets make
reasoned judgments of the effects of this information on
'true value'. As a consequence-
¤ A company that invests in good long-term projects will be
rewarded.
¤ Short term accounting gimmicks will not lead to increases in
market value.
¤ Stock price performance is a good measure of company
performance.
¨ In practice: There are some holes in the 'Efficient
Markets' assumption.

Aswath Damodaran
36
 Managers control the release of information to
the general public
37

¨ Information management (timing and spin):

Information (especially negative) is sometimes
suppressed or delayed by managers seeking a better
time to release it. When the information is released,
firms find ways to “spin” or “frame” it to put
themselves in the best possible light.
¨ Outright fraud: In some cases, firms release
intentionally misleading information about their
current conditions and future prospects to financial
markets.
Aswath Damodaran
37
 Evidence that managers delay bad news?
38

DO MANAGERS DELAY BAD NEWS?: EPS and DPS Changes- by

Weekday

8.00%

6.00%

4.00%

2.00%

0.00%

-2.00%

-4.00%

-6.00%
Monday Tuesday Wednesday Thursday Friday

% Chg(EPS) % Chg(DPS)

Aswath Damodaran
38
 Some critiques of market efficiency..
39

¨ Investor irrationality: The base argument is that investors

are irrational, and prices often move for no reason at all.
As a consequence, prices are much more volatile than
justified by the underlying fundamentals. Earnings and
dividends are much less volatile than stock prices.
¨ Manifestations of irrationality
¨ Reaction to news: Some believe that investors overreact to
news, both good and bad. Others believe that investors
sometimes under react to big news stories.
¨ An insider conspiracy: Financial markets are manipulated by
insiders; Prices do not have any relationship to value.
¨ Short termism: Investors are short-sighted, and do not consider
the long-term implications of actions taken by the firm

Aswath Damodaran
39
 Are markets short sighted and too focused
on the near term? What do you think?
40

¨ Focusing on market prices will lead companies towards short term

decisions at the expense of long-term value.
a. I agree with the statement
b. I do not agree with this statement
¨ Allowing managers to make decisions without having to worry
about the effect on market prices will lead to better long term
decisions.
a. I agree with this statement
b. I do not agree with this statement
¨ Neither managers nor markets are trustworthy. Regulations/laws
should be written that force firms to make long term decisions.
a. I agree with this statement
b. I do not agree with this statement

Aswath Damodaran
40
 Are markets short term? Some counter (albeit
not conclusive) evidence that they are not..
41

¨ Value of young firms: There are hundreds of start-up and

small firms, with no earnings expected in the near future,
that raise money on financial markets. Why would a myopic
market that cares only about short-term earnings attach high
prices to these firms?
¨ Current earnings vs Future growth: If the evidence suggests
anything, it is that markets do not value current earnings and
cashflows enough and value future earnings and cashflows
too much. After all, studies suggest that low PE stocks are
under priced relative to high PE stocks
¨ Market reaction to investments: The market response to
research and development and investment expenditures is
generally positive.

Aswath Damodaran
41
 If markets are so short term, why do they react to big
investments (that potentially lower short term earnings) so
positively?
42

Aswath Damodaran
42
 But what about market crises?
43

¨ Markets are the problem: Many critics of markets point to market

bubbles and crises as evidence that markets do not work. For
instance, the market turmoil between September and December
2008 is pointed to as backing for the statement that free markets
are the source of the problem and not the solution.
¨ The counter: There are two counter arguments that can be offered:
¤ The 2008 crisis illustrates that we are more dependent on functioning,
liquid markets, with risk taking investors, than ever before in history. As we
saw, no government or other entity (bank, Buffett) was big enough to step
in and save the day.
¤ The firms that caused the market collapse (banks, investment banks) were
among the most regulated businesses in the marketplace. If anything,
their failures can be traced to their attempts to take advantage of
regulatory loopholes (badly designed insurance programs… capital
measurements that miss risky assets, especially derivatives)

Aswath Damodaran
43
 IV. Firms and Society
44

¨ In theory: All costs and benefits associated with a

firm’s decisions can be traced back to the firm.
¨ In practice: Financial decisions can create social costs
and benefits.
¤ A social cost or benefit is a cost or benefit that accrues to society
as a whole and not to the firm making the decision.
n Environmental costs (pollution, health costs, etc..)
n Quality of Life' costs (traffic, housing, safety, etc.)
¤ Examples of social benefits include:
n creating employment in areas with high unemployment
n supporting development in inner cities
n creating access to goods in areas where such access does not
exist

Aswath Damodaran
44
 Social Costs and Benefits are difficult to quantify
because ..
45

¨ Cannot know the unknown: They might not be known at

the time of the decision. In other words, a firm may
think that it is delivering a product that enhances
society, at the time it delivers the product but discover
afterwards that there are very large costs. (Asbestos was
a wonderful product, when it was devised, light and easy
to work with… It is only after decades that the health
consequences came to light)
¨ Eyes of the beholder: They are ‘person-specific’, since
different decision makers can look at the same social
cost and weight them very differently.
¨ Decision paralysis: They can be paralyzing if carried to
extremes.
Aswath Damodaran
45