《公司理财 精要版 英文版 第12版》斯蒂芬 A. 罗斯（Stephen A. Ross），伦道夫 W. 威斯特菲尔|(epub+azw3+mobi+pdf)电子书下载

图书名称：《公司理财 精要版 英文版 第12版》

【作　者】斯蒂芬 A. 罗斯（Stephen A. Ross），伦道夫 W. 威斯特菲尔

【丛书名】高等学校经济管理英语版教材

【页 数】 732

【出版社】 北京：机械工业出版社 , 2020.07

【ISBN号】978-7-111-65678-4

【价 格】119.00

【分 类】公司-财务管理-英文

【参考文献】 斯蒂芬 A. 罗斯（Stephen A. Ross），伦道夫 W. 威斯特菲尔. 公司理财 精要版 英文版 第12版. 北京：机械工业出版社, 2020.07.

图书封面：

图书目录：

《公司理财 精要版 英文版 第12版》内容提要：

《公司理财 精要版 英文版 第12版》内容试读

Part 1 Overview of Corporate Finance

Introduction to

Corporate Finance

1Chapter

THE CONTROL of a corporation typically rests with its shareholders,who receive one vote for each shareof stock they own.However,Alphabet(the parent company of Google)and Facebook are two well-known compa-nies with unusual voting rights.Both companies originally had two classes of stock:Class A,with 1 vote per share,and Class B,with 10 votes per share.The B shares were mostly held by the founding shareholders,so the votingstructure meant that Mark Zuckerberg (Facebook)and Sergey Brin and Larry Page(Alphabet)retained control ofthe companies they started.

In 2016,Facebook announced that it would create Class C shares,similar to what Google had done in 2014.

The Class C shares would have the same economic benefit as Class A and B shares,but no voting rights.So whywould these two companies create shares of stock with different voting rights,and in the case of Class C stock,novoting rights?The answer leads us to the corporate form of organization,corporate goals,and corporate control,all of which we discuss in this chapter.

Learning Objectives

After studying this chapter,you should be able to:LO1 Define the basic types of financial

LO3 Articulate the financial implications of the

management decisions and the role

different forms of business organization.

of the financial manager.

LO4 Explain the conflicts of interest that

LO2 Explain the goal of financial

can arise between managers and

management.

owners.

To begin our study of modern corporate finance and financial management,we needto address two central issues.First,what is corporate finance and what is the role of thefinancial manager in the corporation?Second,what is the goal of financial management?

To describe the financial management environment,we consider the corporate form oforganization and discuss some conflicts that can arise within the corporation.We also takea brief look at financial markets in the United States.

PART 1 Overview of Corporate Finance

1.1 Corporate Finance and the Financial Manager

In this section,we discuss where the financial manager fits in the corporation.We start bydefining corporate finance and the financial manager's job.

WHAT IS CORPORATE FINANCE?

Imagine that you were to start your own business.No matter what type you started,youwould have to answer the following three questions in some form or another:

1.What long-term investments should you take on?That is,what lines of business willyou be in and what sorts of buildings,machinery,and equipment will you need?

2.Where will you get the long-term financing to pay for your investment?Will you bringin other owners or will you borrow the money?

3.How will you manage your everyday financial activities such as collecting from cus-tomers and paying suppliers?

These are not the only questions by any means,but they are among the most important.

Corporate finance,broadly speaking,is the study of ways to answer these three questions.

Accordingly,we'll be looking at each of them in the chapters ahead.

THE FINANCIAL MANAGER

A striking feature of large corporations is that the owners (the stockholders)are usuallynot directly involved in making business decisions,particularly on a day-to-day basis.

Instead,the corporation employs managers to represent the owners'interests and makedecisions on their behalf.In a large corporation,the financial manager would be in chargeof answering the three questions we raised in the preceding section.

The financial management function is usually associated with a top officer of the firm,such as a vice president of finance or some other chief financial officer(CFO).Figure 1.1is a simplified organizational chart that highlights the finance activity in a large firm.Asshown,the vice president of finance coordinates the activities of the treasurer and thecontroller.The controller's office handles cost and financial accounting,tax payments,andmanagement information systems.The treasurer's office is responsible for managing thefirm's cash and credit,its financial planning,and its capital expenditures.These treasuryactivities are all related to the three general questions raised earlier,and the chapters aheaddeal primarily with these issues.Our study thus bears mostly on activities usually associ-ated with the treasurer's office.

FINANCIAL MANAGEMENT DECISIONS

As the preceding discussion suggests,the financial manager must be concerned with threebasic types of questions.We consider these in greater detail next.

Capital Budgeting The first question concerns the firm's long-term investments.

capital budgeting

The process of planning and managing a firm's long-term investments is called capital

The process of planning and

budgeting.In capital budgeting,the financial manager tries to identify investment op-

managing a firm's long-term

portunities that are worth more to the firm than they cost to acquire.Loosely speaking,

investments.

this means that the value of the cash flow generated by an asset exceeds the cost of thatasset.

The types of investment opportunities that would typically be considered depend in parton the nature of the firm's business.For a large retailer such as Walmart,deciding whetherto open another store would be an important capital budgeting decision.Similarly,for a

Chapter 1

Introduction to Corporate Finance

3

FIGURE 1.1

Board of directors

A Sample Simplified

Organizational Chart

Chairman of the board andchief executive officer

(CEO)

President and chiefoperations officer (COO)

Vice

Vice president

Vice president

president

marketing

finance(CFO)

production

Treasurer

Controller

Cost

Cash manager

Credit manager

Tax manager

accounting

manager

Capital

Financial

Data

Financial

accounting

processing

expenditures

planning

manager

manager

software company such as Oracle or Microsoft,the decision to develop and market a newspreadsheet program would be a major capital budgeting decision.Some decisions,such aswhat type of computer system to purchase,might not depend so much on a particular lineof business.

Regardless of the specific nature of an opportunity under consideration,financialmanagers must be concerned not only with how much cash they expect to receive,butalso with when they expect to receive it and how likely they are to receive it.Evaluat-ing the size,timing,and risk of future cash flows is the essence of capital budgeting.Infact,as we will see in the chapters ahead,whenever we evaluate a business decision,thesize,timing,and risk of the cash flows will be by far the most important things we willconsider.

Capital Structure The second question for the financial manager concerns ways inwhich the firm obtains and manages the long-term financing it needs to support its long-term investments.A firm's capital structure (or financial structure)is the specific mixture

capital structure

of long-term debt and equity the firm uses to finance its operations.The financial managerThe mixture of debt and equityhas two concerns in this area.First,how much should the firm borrow?That is,what mix-

maintained by a firm.

ture of debt and equity is best?The mixture chosen will affect both the risk and the value ofthe firm.Second,what are the least expensive sources of funds for the firm?

4

PART 1 Overview of Corporate Finance

If we picture the firm as a pie,then the firm's capital structure determines how that pieis sliced-in other words,what percentage of the firm's cash flow goes to creditors andwhat percentage goes to shareholders.Firms have a great deal of flexibility in choosinga financial structure.The question of whether one structure is better than any other for aparticular firm is the heart of the capital structure issue.

In addition to deciding on the financing mix,the financial manager has to decide ex-actly how and where to raise the money.The expenses associated with raising long-termfinancing can be considerable,so different possibilities must be carefully evaluated.Also,corporations borrow money from a variety of lenders in a number of different,and some-times exotic,ways.Choosing among lenders and among loan types is another job handledby the financial manager.

working capital

Working Capital Management The third question concerns working capital

A firm's short-term assets and

management.The term working capital refers to a firm's short-term assets,such as inven-

liabilities.

tory,and its short-term liabilities,such as money owed to suppliers.Managing the firm'sworking capital is a day-to-day activity that ensures that the firm has sufficient resources tocontinue its operations and avoid costly interruptions.This involves a number of activitiesrelated to the firm's receipt and disbursement of cash.

Some questions about working capital that must be answered are the following:(1)Howmuch cash and inventory should we keep on hand?(2)Should we sell on credit?If so,whatterms will we offer,and to whom will we extend them?(3)How will we obtain any neededshort-term financing?Will we purchase on credit,or will we borrow in the short term andpay cash?If we borrow in the short term,how and where should we do it?These are just asmall sample of the issues that arise in managing a firm's working capital.

Conclusion The three areas of corporate financial management we have described-capital budgeting,capital structure,and working capital management-are very broad cat-egories.Each includes a rich variety of topics,and we have indicated only a few questionsthat arise in the different areas.The chapters ahead contain greater detail.

Concept Questions

1.1a

What is the capital budgeting decision?

1.1b

What do you call the specific mixture of long-term debt and equity that a firmchooses to use?

1.1c

Into what category of financial management does cash management fall?

1.2Forms of Business Organization

Large firms in the United States,such as Ford and Microsoft,are almost all organized ascorporations.We examine the three different legal forms of business organization-soleproprietorship,partnership,and corporation-to see why this is so.Each form has distinctadvantages and disadvantages for the life of the business,the ability of the business to raisecash,and taxes.A key observation is that as a firm grows,the advantages of the corporateform may come to outweigh the disadvantages.

SOLE PROPRIETORSHIP

sole proprietorship

A sole proprietorship is a business owned by one person.This is the simplest type of

A business owned by a single

business to start and is the least regulated form of organization.Depending on where you

individual.

live,you might be able to start a proprietorship by doing little more than getting a business

Chapter 1Introduction to Corporate Finance

5

license and opening your doors.For this reason,there are more proprietorships than anyother type of business,and many businesses that later become large corporations start outas small proprietorships.

The owner of a sole proprietorship keeps all the profits.That's the good news.The bad newsis that the owner has unlimited liabiliry for business debts.This means that creditors can lookbeyond business assets to the proprietor's personal assets for payment.Similarly,there is nodistinction between personal and business income,so all business income is taxed as personalincome.However,with the passage of the Tax Cuts and Jobs Act of 2017,up to 20 percent ofbusiness income may be exempt from taxation (the specific rules are too complex to cover here).

The life of a sole proprietorship is limited to the owner's life span,and the amount ofequity that can be raised is limited to the amount of the proprietor's personal wealth.Thislimitation often means that the business is unable to exploit new opportunities because ofinsufficient capital.Ownership of a sole proprietorship may be difficult to transfer becausethis transfer requires the sale of the entire business to a new owner.

PARTNERSHIP

A partnership is similar to a proprietorship except that there are two or more owners (partners).

partnership

In a general parmnership,all the partners share in gains or losses,and all have unlimited liability

A business formed by two or

for all partnership debts,not just some particular share.The way partnership gains(and losses)

more individuals or entities.

are divided is described in the partnership agreement.This agreement can be an informal oralagreement,such as"let's start a lawn mowing business,"or a lengthy,formal written document.

In a limited partnership,one or more general partners will run the business and haveunlimited liability,but there will be one or more limited partners who will not activelyparticipate in the business.A limited partner's liability for business debts is limited to theamount that partner contributes to the partnership.This form of organization is common inreal estate ventures.for example.

The advantages and disadvantages of a partnership are basically the same as those of aproprietorship.Partnerships based on a relatively informal agreement are easy and inex-pensive to form.General partners have unlimited liability for partnership debts,and thepartnership terminates when a general partner wishes to sell out or dies.All income is taxedas personal income to the partners,and the amount of equity that can be raised is limitedto the partners'combined wealth.As with sole proprietorships,beginning in 2018,up to20 percent of a partner's income may be exempt depending on various rules spelled out inthe Tax Cuts and Jobs Act of 2017.Ownership of a general partnership is not easily trans-ferred because a transfer requires that a new partnership be formed.A limited partner'sinterest can be sold without dissolving the partnership,but finding a buyer may be difficult.

Because a partner in a general partnership can be held responsible for all partnershipdebts,having a written agreement is very important.Failure to spell out the rights andduties of the partners frequently leads to misunderstandings later on.Also,if you are alimited partner,you must not become deeply involved in business decisions unless you arewilling to assume the obligations of a general partner.The reason is that if things go badly,you may be deemed to be a general partner even though you say you are a limited partner.

Based on our discussion,the primary disadvantages of sole proprietorships and partner-ships as forms of business organization are (1)unlimited liability for business debts on thepart of the owners,(2)limited life of the business,and(3)difficulty of transferring own-ership.These three disadvantages add up to a single,central problem:The ability of suchbusinesses to grow can be seriously limited by an inability to raise cash for investment.

CORPORATION

corporation

A business created as a distinct

The corporation is the most important form (in terms of size)of business organization in

legal entity composed of one or

the United States.A corporation is a legal "person,"separate and distinct from its owners,

more individuals or entities.

6

PART 1 Overview of Corporate Finance

and it has many of the rights,duties,and privileges of an actual person.Corporations canborrow money and own property,sue and be sued,and enter into contracts.A corporationcan even be a general partner or a limited partner in a partnership,and a corporation canown stock in another corporation.

Not surprisingly,starting a corporation is somewhat more complicated than starting theother forms of business organization.Forming a corporation involves preparing articles ofincorporation (or a charter)and a set of bylaws.The articles of incorporation must containa number of things,including the corporation's name,its intended life (which can be for-ever),its business purpose,and the number of shares that can be issued.This informationmust normally be supplied to the state in which the firm will be incorporated.For mostlegal purposes,the corporation is a"resident"of that state.

The bylaws are rules describing how the corporation regulates its existence.For exam-ple,the bylaws describe how directors are elected.These bylaws may be a simple statementof a few rules and procedures,or they may be quite extensive for a large corporation.Thebylaws may be amended or extended from time to time by the stockholders.

In a large corporation,the stockholders and the managers are usually separate groups.

The stockholders elect the board of directors,who then select the managers.Managers arecharged with running the corporation's affairs in the stockholders'interests.In principle,stockholders control the corporation because they elect the directors.

As a result of the separation of ownership and management,the corporate form has sev-eral advantages.Ownership (represented by shares of stock)can be readily transferred,andthe life of the corporation is therefore not limited.The corporation borrows money in itsown name.As a result,the stockholders in a corporation have limited liability for corporatedebts.The most they can lose is what they have invested.

The relative ease of transferring ownership,the limited liability for business debts,andthe unlimited life of the business are why the corporate form is superior for raising cash.

If a corporation needs new equity,for example,it can sell new shares of stock and attractnew investors.Apple is an example.The company was a pioneer in the personal computerbusiness.As demand for its products exploded,it had to convert to the corporate form oforganization to raise the capital needed to fund growth and new product development.Thenumber of owners can be huge;larger corporations have many thousands or even millionsof stockholders.For example,in 2017,General Electric Company (better known as GE)had about 440,000 stockholders and about 8.7 billion shares outstanding.In such cases,ownership can change continuously without affecting the continuity of the business

The corporate form has a significant disadvantage.Because a corporation is a legal per-son,it must pay taxes.Moreover,money paid out to stockholders in the form of dividendsis taxed again as income to those stockholders.This is double taxation,meaning that cor-porate profits are taxed twice:First at the corporate level when they are earned and againat the personal level when they are paid out.

Today,all 50 states have enacted laws allowing for the creation of a relatively new formof business organization,the limited liability company (LLC).The goal of this entity is tooperate and be taxed like a partnership but retain limited liability for owners,so an LLC isessentially a hybrid of partnership and corporation.Although states have differing defini-tions for LLCs,the more important scorekeeper is the Internal Revenue Service (IRS).TheIRS will consider an LLC a corporation,thereby subjecting it to double taxation,unless itmeets certain specific criteria.In essence,an LLC cannot be too corporation-like,or it willbe treated as one by the IRS.LLCs have become common.For example,Goldman,Sachsand Co.,one of Wall Street's last remaining partnerships,decided to convert from a private

An S corporation is a special type of small corporation that is essentially taxed like a partnership and thusavoids double taxation.In 2017,the maximum number of shareholders in an S corporation was 100.

···试读结束···