This document provides an overview and summary of key topics from chapters 13-15 of the textbook "Principles of Corporate Finance" relating to financing decisions and market efficiency. Specifically, it discusses efficient market theory, behavioral finance, patterns of corporate financing including the use of equity and debt, and how corporations issue securities such as through initial public offerings, private placements, and public offerings. The overall summary is that the document outlines different theories, evidence, and methods related to corporate financing decisions and evaluating market efficiency.

1. 1
Principles of Corporate Finance
Part 4
Financing Decisions and Market Efficiency

2. 2
Financing Decisions and Markets Efficinecy
Chapter13 Efficient Markets and Behaviral Finance
Chapter14 An Overview of Corporate Finance
Chapter15 How Corprations Issue Securities

3. 3
Chapter13 Efficient Marktets and Behavioral Finance
13-1 We always come back to NPV
13-2 What is an efficient market?
13-3 The evidence against market efficiency
13-4 Behavioral finance
13-5 The six lessons of market efficiency

4. 4
13-1 We always come back to NPV
• In both investments and financing decisions,we end up
computing net present value(NPV).
• The one difference is that the first cash flow is positive and
the sequent flows are negative.
NPV=amount borrowed
－PV of interest payments
－PV of loan payments
• It is more difficult to find positive NPV financing strategies
than positive NPV investment strategies.
→money never sleeps(more competitive)
→efficient capital markets

5. 5
13-2 What is an efficient Market?
random walk
• The prices of stocks and commodities seemed follow a
random walk.
• It implies that the price changes are independent of one
another.
• Today's price change gave investors almost no clue as to
the likely change tomorrow.

6. 6
Three forms of market efficiency
• Weak market efficiency
-It is impossible to make consistently superior profits by
studying past returns.Prices wil follow a random walk.
• Semi strong market efficieny
-Prices will adjust immediately to public information.
• Strong market efficiency
-Prices reflects all the information that can be acquired by
painstaking analysis of the company and economy.

7. 7
13-3 The evidence against market efficiency
• SInce 1926 the stocks of the firms with the lowest markets
capotalizations have performed substantially better than those with
the highest capitalizations.
• The earings announcement puzzle
• The new issue puzzle(the book to market ratio puzzle)
• Bubbles
-The boom in Japanese stock prices and real estates
-dot.com bubbles

8. 8
13-4 Behavioral Finance
• Investors' attitudes to risk
→Prospect theory
（a）the value investors place on a particular outcome is determined by the
gains or losses that they have made since the asset was acquired or
the holding last reviwed.
(b)investors are particularly averse to the possibility of even a very small
loss and need a high return to compensate for it.
• limit to arbitrage
-example of LTCM
• Incentive Problem and the subprime crisis
-banks,credit rating agencies,and other financial institutions
all had distorted incentives.

9. 9
13-5 The six lessons of market efficiency
• Lesson1:Markets have no memory
• Lesson2:Trust market prices
• Lesson3:Read the entrails
• Lesson4:There are no financial illusions
• Lesson5:The Do-it-yourself alternative
• Lesson6:Seen one stock,seen them all

10. 10
Chapter14 An overview of corporate financing
14-1 Patterns of corporate financing
14-2 Common stock
14-3 Debt
14-4 Financial markets and institutions

11. 11
14-1 Patterns of corporate financing
• Most of the cash is generated internally.
→Internal cash flow makes up more than two-thirds of
corproate financing in Germany,Japan,and the UK as well as
U.S.
• How much do firms borrow?
→In book value terms the debt ratio crept stedily upward until
1990.
Booming stock prices until 1999 ensured that for many years
the amount of long term debt grew less rapidly than the
market value of equity.
However, this trend reversed in the stock market declines of
2000-2003 and 2008.

12. 12
14-2 Common stock
• A corporation is owned by its common stockholders.
• They have residual cash flow rights and residual control
rights of the company.
Asset
Debt
Equity

13. 13
Holdings corporate equities by investors
source:http://www.tse.or.jp/market/data/examination/distribute/
b7gje6000000508d-att/bunpu2009.pdf

14. 14
Various typs of equities
• Dual class shares and private benefits
• Partnerships
• Trusts and REITS
• Preferred stock

15. 15
14-3 Debt
• When companies borrow money,they promise to make
regular interest payments and to repay the principal.
• Because lenders are not considered to be owners of
firms,they do not nomally have any voting power.
Asset
Debt
Equity
http://www.boj.or.jp/research/wps_rev/rev_2010/data/rev10j19.pdf

16. 16
Holdings corporate bonds by investors
in Japan

17. 17
Each company issues reflects the financial manager's
response to a number of questions
1. Shuold the comapnay borrow short term or long term?
2. Should the debt be fixed or floating rate?
3. Should you borrow dollars or some currency?
4. What promises should you make to the lender?
5. Should you issue straight or convertible bond?

18. 18
14-4 Financial markets and institutions
• Financial Markets
-primary markets:
Corporations raise money by selling financial assets
such as stocks and bonds.
-secondary markets:
A transfer of owership from one person to another.
This has no effects on the company's cash,asset,or
operations.

19. 19
The financial crisis of 2007-2009
• Factors of the financial crisis
q Easy money policies adopted by the U.S. Federal Reserve and other
central banks after collapse of the technology stock bubble in 2000.
q Large balance-of-payments surpluses in Asia economies
• influence of financial crisis
q Lehman's bankruptcy meant major losses for investors and other
financial institutuions.
→The investors and institutions now feared that new risks could be
lurking in every balance sheet.
q Bailing out AIG cost the US. Tresury about $85 billion.
→main causes of financial deficit problem

20. 20
The role of financial institutions
Financial institutions act as financial
intermediaries.
• The payment mechanism
• Borrowing and lending
• Pooling Risk
If you want to know the role of financial intermediariews in detail,
read "Gendai no kinyu nyumon"written by professor Ikeo

21. 21
Chapter15 How corporations issue securities
15-1 Venture capital
15-2 The initial public offering
15-3 Alternative issue procedures for IPOs
15-4 Securities sales by public companies
15-5 Private placements and public issues

22. 22
15-1 Venture capital
【The venture capital Market】
• family funds
• bank loans
• angel investor
• corporate venture
• limited partnership,general partnership
• Nasdaq（specialize in trading the shares of young,rapidly growing firms）

23. 23
15-2 The initial public offering
• 【The underwriters】
They act as financial midwives to a new issue.
role:They provide the company with procedural and financial advice
They buy the issue
They resell it to the public
• 【Arrangin an initial public offering】
regitration statement（登録届出書）
prospectus（目論見書）
• 【sale of stock】
road show
institutional investors(managers of mutual funds and pension funds)

24. 24

25. 25
15-3 Alternative issue procedures for IPOs
【IPOs method】
Book building method：
The underwriter builds a book of likely orders and uses this information to set the
issue price.
Open auction：
Investors are invited to submit their bids,stating how many shares they wish to buy
and price.The securities are then sold their to the highest bidders.
【types of auction】
discriminatory auction:
Every winner is required to pay the price that he or she bid
uniform price auction:
Winner is required to pay the price of the lowest winning bidder

26. 26
15-4 Securities sales by public companies
• General cash offers(一般公募)
The SEC's Rule 415 allows large companies to file a single
regstration statement covering financing plans for up to three
years into the future(shelf registration).
• Rights issues（株主割当増資）
Companies sometimes give their exiting shareholders the right of
first refusal(privileged subscription,or rigth issues).
In U.S： confined to closed end investment companies
In Europe and Asia：common

27. 27
15-5 Private placements and public issues
• It could be avoid costly process,to register the issue with
the SEC, by selling the securities by privately.
• 【problem】
One of the draw backs of a private placement is that the
investor cannot easily resell the security.
• 【treatment】
There has also been an increasing volume of secondary
trading in Rule 144A issues.

28. 28
Implications for the financial manager who
must decide how to raise financing
• Larger is cheaper
• Watch out for underpricing
• The winner's curse may be a serious problem with IPOs
• New stock issues may depress the price
• Shelf registration often makes sense for debt issues by
blue-chip firms.