Shareholder Value Analysis for Privately Held Corporations

Total Page:16

File Type:pdf, Size:1020Kb

Shareholder Value Analysis for Privately Held Corporations SHAREHOLDER VALUE ANALYSIS FOR PRIVATELY HELD CORPORATIONS What is Shareholder Value? Newbury, Piret Value Audits and Evaluation Shareholder value is the fair market value of the equity Newbury, Piret will estimate the current shareholder value investors’ stake in a corporation. For a privately held of your corporation and create a value driver map which corporation, without a readily available market for shares, illustrates the impact of operating performance parameters, shareholder value is estimated via a thorough valuation of specific to your company and industry, on shareholder the company’s activities. value. A clear description of the forecast shareholder returns under the company’s budget and strategy and a What is a Shareholder Value Analysis (SVA) ? forecast strategic shareholder valuation and IPO value A shareholder value analysis estimates the economic value analysis will be provided and communicated to senior of the equity of a corporation by discounting forecast cash management and the board of directors as requested. flows by the cost of capital. The goals of SVA are: to establish a baseline valuation for measuring managerial Methodology performance; to identify valuation drivers; to assist exit The methodology follows the popular SVA and EVA® strategy considerations; and to provide rate of return approaches to value analysis. Newbury, Piret has adapted targets for strategic planning. these methodologies to suit the concerns of privately held corporations. In particular, the following items are Typical Issues Arising in an SVA analyzed: What operating performance levels are necessary for · The company’s cost of debt, equity, and weighted shareholder value creation? average cost of capital or “hurdle rate”; Approach: Establish targets and guidelines for sales · A full financial model of the company and projected volume, incremental operating profits, returns on capital requirements to support growth; capital investments, etc. which result in value creation. · The free cash flow generated by current operations When does an acquisition add value? and potential cash flow; Approach: Evaluate the exploitable synergies from the · The current implied return on investment to acquisition and estimate the maximum acquisition shareholders (Shareholder ROI); premium which leads to value creation. Structure · Financial measures of performance, e.g. ROE, ROA, payments to align with value creation. Forecast value Turnover ratios, etc.; creation for incentive plans and shareholder · Recent trends in value creation, identification of the communications. major drivers of value creation; · Industry trends and public company comparables What is the difference between Shareholder analysis (valuation benchmarks); Value and Strategic Shareholder Value? · Typical industry acquisition premiums and IPO Shareholder value estimates the fair market value of the valuations, with implications for corporate planning. equity in the corporation. This is analogous to the stock market value of a publicly traded corporation. A strategic Insight and Experience shareholder value analysis (SSVA) forecasts the likely An SVA provides insight beyond the static measure of acquisition premium and corresponding acquisition value of value provided by a typical valuation. Of particular interest the company from a strategic acquirer’s point of view. to many companies are the cost of capital analysis and Similarly, an IPO value analysis (IVA) forecasts the value implications for strategic planning, the identification of realizable in a monetization of the equity shareholder’s value drivers and free cash flow sensitivity analysis, and investment through an IPO. As part of the audit and the overview of acquisition and public market activity in evaluation, Newbury, Piret will provide SSVA and IVA the company’s industry. Most significantly, Newbury, Piret information if suitable to the company’s plans. draws upon our Managing Directors’ experiences with corporate financings and mergers and acquisitions to provide insight into important valuation considerations. ® EVA is a trademark of Stern Stewart & Company Newbury, Piret & Co., Inc. is a leading Boston investment bank which provides corporate finance services to technology- based and growth-oriented corporations. Contact John Piret, Executive Vice President, for more information on our shareholder value analysis services. John can be reached at 617 367 7300 or via e-mail at [email protected]..
Recommended publications
  • The Relation Between Shareholder Value
    To Maria Acknowledgments I am very grateful to the advisor of this doctoral thesis, Prof. Dr. Mª Antonia Tarrazón Rodón, for her support during the research period. During that time we spent countless hours discussing the numerous issues concerning shareholder value that are covered by this thesis. Prof. Tarrazón read the text with great care and attention, raising many thought-provoking questions and always offering the most insightful of comments. I also owe a debt of gratitude to Prof. Dr. Joan Montllor i Serrats who made many excellent and very useful suggestions. It is finally a pleasure to thank my father, Ludger Hecking, for his careful revi- sion of the text. The relation between shareholder value orientation and shareholder value creation · Table of contents TABLE OF CONTENTS I. TABLE OF CONTENTS I. Table of contents ........................................................................................1 1. Motivation of this doctoral thesis.................................................................... 5 2. The theoretical fundament of this research: the roots of value creation .. 17 2.1. The value of shareholders’ investment in a firm................................................... 21 2.2. Performance measurement ................................................................................. 27 2.2.1. Some traditional metrics.................................................................................. 28 2.2.1.1. Stock prices ...........................................................................................
    [Show full text]
  • Shareholder Capitalism a System in Crisis New Economics Foundation Shareholder Capitalism
    SHAREHOLDER CAPITALISM A SYSTEM IN CRISIS NEW ECONOMICS FOUNDATION SHAREHOLDER CAPITALISM SUMMARY Our current, highly financialised, form of shareholder capitalism is not Shareholder capitalism just failing to provide new capital for – a system driven by investment, it is actively undermining the ability of listed companies to the interests of reinvest their own profits. The stock shareholder-backed market has become a vehicle for and market-fixated extracting value from companies, not companies – is broken. for injecting it. No wonder that Andy Haldane, Chief Economist of the Bank of England, recently suggested that shareholder capitalism is ‘eating itself.’1 Corporate governance has become dominated by the need to maximise short-term shareholder returns. At the same time, financial markets have grown more complex, highly intermediated, and similarly short- termist, with shares increasingly seen as paper assets to be traded rather than long-term investments in sound businesses. This kind of trading is a zero-sum game with no new wealth, let alone social value, created. For one person to win, another must lose – and increasingly, the only real winners appear to be the army of financial intermediaries who control and perpetuate the merry-go- round. There is nothing natural or inevitable about the shareholder-owned corporation as it currently exists. Like all economic institutions, it is a product of political and economic choices which can and should be remade if they no longer serve our economy, society, or environment. Here’s the impact
    [Show full text]
  • Linking Marketing Activities to Shareholder Value: Philosophical and Methodological Issues
    Journal of Management and Marketing Research Linking marketing activities to shareholder value: philosophical and methodological issues Jin-Woo Kim University of Texas at Arlington Michael Richarme University of Texas at Arlington ABSTRACT The stream of marketing-finance interface has provided justification for marketing’s important value in the business world. However, little attention has been paid to address philosophical and methodological issues and to provide scientific rationales of marketing-finance. Therefore, the authors strive to address several philosophical and methodological issues in the marketing-finance interface research stream. The marketing-finance interface research appears to adopt a relativistic approach, seeking to apply rigorous empirical methods and secondary large-scale archival data for higher external validity. Recommendations for solidification of philosophical and methodological foundations are provided. Keywords – Marketing-Finance interface, Marketing Metric, Firm valuation, Research Methodology, External validity Linking marketing activities, Page 1 Journal of Management and Marketing Research INTRODUCTION Prior marketing research has focused on the relationship between firm capabilities and actual consumption market performance measures such as market share, brand awareness, and customer satisfaction. For example, if a firm changes its advertising strategy in an effort to improve advertising effectiveness, it generally seeks consumer based brand awareness or market share as a positive outcome (Lovett and MacDonald, 2005). In recent years, as there has been a call for more financial accountability in marketing, many scholars have focused on the marketing-finance interface (Hyman and Mathur, 2005). The marketing-finance interface approach, a relatively new research stream, is a macro-level focus that examines the relationship between firm level advertising spending and firm level financial performance.
    [Show full text]
  • Beyond Greed and Fear Financial Management Association Survey and Synthesis Series
    Beyond Greed and Fear Financial Management Association Survey and Synthesis Series The Search for Value: Measuring the Company's Cost of Capital Michael C. Ehrhardt Managing Pension Plans: A Comprehensive Guide to Improving Plan Performance Dennis E. Logue and Jack S. Rader Efficient Asset Management: A Practical Guide to Stock Portfolio Optimization and Asset Allocation Richard O. Michaud Real Options: Managing Strategic Investment in an Uncertain World Martha Amram and Nalin Kulatilaka Beyond Greed and Fear: Understanding Behavioral Finance and the Psychology of Investing Hersh Shefrin Dividend Policy: Its Impact on Form Value Ronald C. Lease, Kose John, Avner Kalay, Uri Loewenstein, and Oded H. Sarig Value Based Management: The Corporate Response to Shareholder Revolution John D. Martin and J. William Petty Debt Management: A Practitioner's Guide John D. Finnerty and Douglas R. Emery Real Estate Investment Trusts: Structure, Performance, and Investment Opportunities Su Han Chan, John Erickson, and Ko Wang Trading and Exchanges: Market Microstructure for Practitioners Larry Harris Beyond Greed and Fear Understanding Behavioral Finance and the Psychology of Investing Hersh Shefrin 2002 198 Madison Avenue, New York, New York 10016 Oxford University Press is a department of the University of Oxford It furthers the University's objective of excellence in research, scholarship, and education by publishing worldwide in Oxford New York Auckland Bangkok Buenos Aires Cape Town Chennai Dar es Salaam Delhi Hong Kong Istanbul Karachi Kolkata Kuala Lumpur Madrid Melbourne Mexico City Mumbai Nairobi São Paulo Shanghai Taipei Tokyo Toronto Oxford is a registered trade mark of Oxford University Press in the UK and in certain other countries Copyright © 2002 by Oxford University Press, Inc.
    [Show full text]
  • Prosocial Managers, Employee Motivation, and the Creation of Shareholder Value
    DISCUSSION PAPER SERIES IZA DP No. 11789 Prosocial Managers, Employee Motivation, and the Creation of Shareholder Value Agne Kajackaite Dirk Sliwka AUGUST 2018 DISCUSSION PAPER SERIES IZA DP No. 11789 Prosocial Managers, Employee Motivation, and the Creation of Shareholder Value Agne Kajackaite WZB Berlin Social Science Center Dirk Sliwka University of Cologne, CESifo and IZA AUGUST 2018 Any opinions expressed in this paper are those of the author(s) and not those of IZA. Research published in this series may include views on policy, but IZA takes no institutional policy positions. The IZA research network is committed to the IZA Guiding Principles of Research Integrity. The IZA Institute of Labor Economics is an independent economic research institute that conducts research in labor economics and offers evidence-based policy advice on labor market issues. Supported by the Deutsche Post Foundation, IZA runs the world’s largest network of economists, whose research aims to provide answers to the global labor market challenges of our time. Our key objective is to build bridges between academic research, policymakers and society. IZA Discussion Papers often represent preliminary work and are circulated to encourage discussion. Citation of such a paper should account for its provisional character. A revised version may be available directly from the author. IZA – Institute of Labor Economics Schaumburg-Lippe-Straße 5–9 Phone: +49-228-3894-0 53113 Bonn, Germany Email: [email protected] www.iza.org IZA DP No. 11789 AUGUST 2018 ABSTRACT Prosocial Managers, Employee Motivation, and the Creation of Shareholder Value Milton Friedman has famously claimed that the responsibility of a manager who is not the owner of a firm is “to conduct the business in accordance with their [the shareholders’] desires, which generally will be to make as much money as possible.” In this paper we argue that when contracts are incomplete it is not necessarily in the interest even of money maximizing shareholders to pick a manager who pursues this goal.
    [Show full text]
  • Behavioral Corporate Finance: the Life Cycle of a CEO Career
    Behavioral Corporate Finance: The Life Cycle of a CEO Career Marius Guenzely Ulrike Malmendierz June 18, 2020 Summary One of the fastest-growing areas of finance research is the study of managerial biases and their implications for firm outcomes. Since the mid 2000s, this strand of Behavioral Corporate Finance has provided theoretical and empirical evidence on the influence of biases in the corporate realm, such as overconfidence, experience effects, and the sunk-cost fallacy. The field has been a leading force in dismantling the argument that traditional economic mechanisms— selection, learning, and market discipline—would suffice to uphold the rational manager paradigm. Instead, the evidence reveals behavioral forces to exert a significant influence at every stage of a CEO’s career. First, at the appointment stage, selection does not impede the promotion of behavioral managers. Instead, competitive environments oftentimes promote their advancement, even under value-maximizing selection mechanisms. Second, while at the helm of the company, learning opportunities are limited since many managerial decisions occur at low frequency, and their causal effect is clouded by self-attribution bias and difficult to disentangle from that of concurrent events. Third, at the dismissal stage, market discipline does not ensure the firing of biased decision-makers as board members themselves are subject to biases in their evaluation of CEOs. By documenting how biases affect even the most educated and influential decision-makers, such as CEOs, the field has generated important insights into the hard-wiring of biases. Biases y The Wharton School, University of Pennsylvania. [email protected]. z Department of Economics and Haas School of Business, UC Berkeley; NBER, CEPR, briq, IZA.
    [Show full text]
  • The Role of Corporate Finance in Maximizing Shareholder Value © David T
    The Role of Corporate Finance in Maximizing Shareholder Value © David T. Lupia, CMC The purpose of corporate finance is to increase shareholder value through the pursuit of two separate but related activities: Financing the business at the lowest sustainable after-tax cost; and Allocating capital resources to investments that promise the highest risk-adjusted returns to investors. Financing at the Lowest After-Tax Cost Debt is a contractual obligation of the issuer to make interest and principal payments over a specified period. Consequently, the cash flows payable to debt holders are limited in amount and duration. In contrast, shareholders own the business, so the potential value and duration of their investment is open-ended. Debt is a cheaper source of capital than shareholder equity because it has first call on the borrower's cash flow and, unlike dividends, interest payments are tax deductible. Debt's cost advantage over equity declines as the ratio of debt-to-equity increases, but never really disappears as long as the company remains viable. Despite the inherent cost advantage of debt, additional leverage becomes imprudent at some point along the debt/equity continuum and companies must consider selling more equity. Debt holders are less tolerant of risk than equity investors because their profit potential is contractually limited (they cannot earn more than they are promised by the borrower). The existence of debt in a company's capital structure increases equity's return potential because it is a cheaper financing source. However, debt also increases equity's risk of loss because interest and principle payments are fixed costs that reduce the amount of cash flow available for reinvestment or distribution to equity investors.
    [Show full text]
  • An Analysis of Discounted Cash Flow (DCF) Approach
    An analysis of discounted cash flow (DCF) approach to business valuation in Sri Lanka by Thavamani Thevy Arumugam Matriculation Number: 8029 This dissertation submitted to St Clements University as a requirement for the award of the degree of Doctor of Philosophy in Financial Management September 2007 Table of Contents Chapter 1 Introduction .............................................................................................5 1.1 Background.......................................................................................................5 1.1.1 wealth maximization ...............................................................................5 1.2 Concept of an investment ............................................................................6 1.3 Future/Present value of money ....................................................................7 1.4 Discounted cash flow (DCF)..........................................................................8 1.4.1 History of discounted cash flow (DCF) .................................................9 1.5 Risk in context ................................................................................................ 10 1.6 Valuation of a business................................................................................ 12 1.7 Problem discussion........................................................................................ 13 1.7.1 Why do these valuations differ? ......................................................... 13 1.7.2 How does one know which of these
    [Show full text]
  • Shareholder Value and the Transformation of the U.S. Economy, 1984–20001
    Sociological Forum, Vol. 22, No. 4, December 2007 (Ó 2007) DOI: 10.1111/j.1573-7861.2007.00044.x Shareholder Value and the Transformation of the U.S. Economy, 1984–20001 Neil Fligstein2 and Taekjin Shin2 Using data from 62 U.S. industries for 1984–2000, this article explores the connections between shareholder value strategies, such as mergers and lay- offs, and related industry-level changes, such as de-unionization, computer technology, and profitability. In line with shareholder value arguments, mergers occurred in industries with low profits, and industries where mergers were active subsequently saw an increase in layoffs. Industries with a high level of mergers increased investment in computer technology. This technol- ogy displaced workers through layoffs and was focused on reducing union- ized workforces. Contrary to shareholder value arguments, there is no evidence that mergers or layoffs returned industries to profitability. KEY WORDS: de-unionization; economy; layoffs; mergers; shareholder value; technology. INTRODUCTION Economic sociologists have spent a great deal of energy trying to make sense of how corporations have changed in the past 25 years. These changes are mainly indexed by the idea that corporations were increasingly being managed according to principles of ‘‘maximizing shareholder value.’’ This idea suggested that managers needed to pay more attention to increas- ing the returns on the assets of the firm in order to increase the value of 1 This paper was supported by a grant from the Russell Sage Foundation for a project enti- tled ‘‘The New Inequalities at Work.’’ We benefited from comments at colloquia presented at the Sociology Departments at Cornell University, Columbia University, UCLA, the Harvard Business School, and the Sloan School of Management, MIT.
    [Show full text]
  • The Dangers of Using Discounted Cash Flow Models
    The Dangers of Using Discounted Cash Flow Models The Dangers of using DCF The discounted cash flow model (DCF) is the correct way theoretically of valuing an asset. The problem with theory is that it faces two problems with reality: estimating cash flows and estimating a discount rate. Human beings can’t forecast, but that doesn’t stop them from trying. Read David Dreman’s book, Contrarian Investment Strategies, on how well analysts’ forecast future earnings. Once you pick a candidate, how do you value this candidate to know what you know? This will be the focus of the next Greenwald Class. Feb. 6th there will be a value investing panel at CIMA. Estimating the value of Microsoft. How can you know what will happen to MSFT past 2010? The danger of valuing growth! 2020 2000 2010 Dividends: 15% 85% of MSFT’s value is based on the of value future of MSFT BEYOND 2010 Since we can’t forecast distant cash flows, the DCF leads us astray. Secondly, estimating the equity risk premium is difficult and the Capital Asset Pricing Model (CAPM) uses beta which is as flawed as the world is flat hypothesis. Finally, the terminal value where 90% of the final value resides in the DCF model is subject to wide swings in values based on tiny changes in assumptions. It is the “Hubbell Telescope” problem; one slight turn of the telescope and you are looking at a different Galaxy. If one assumes a perpetual growth rate of 5% and a cost of capital of 9% then the terminal multiple is 25xs (or a 4% capitalization rate or 1/.04).
    [Show full text]
  • Miller-Modigliani Theory and Why They Are Relevant to Global Shareholder Yield
    Miller-Modigliani Theory and Why They Are Relevant to Global Shareholder Yield Thomas Yitien Hu William W. Priest [email protected] [email protected] Epoch Investment Partners 26th February, 2007 Miller-Modigliani Theory and Shareholder Yield The Miller-Modigliani Theory (1958) has provided the foundation of modern corporate finance for almost 50 years. The idea behind M&M is essentially a framework that allows management to determine the proper discount rate for making corporate financial decisions. These decisions include capital budgeting choices, tax planning, and dividend payout policy options. In principle, decisions are made when the management deems the net present value of the choice is favorable to shareholder value creation. However, shareholder value is a capital market concept. To enhance shareholder value, the cash flow from any corporate decision must be discounted at a rate adjusted to the risk of the underlying project, not simply the opportunity cost or financing cost in the narrow sense. Since a firm is essentially a structure employing production processes and financing techniques in order to generate profits from engaging in uncertain business activities, it can be viewed as a stream of projects generating cash flows of uncertain magnitudes. The enterprise valuation of a firm is thus the net present value of its free cash flows discounted at the cost of capital, or more appropriately, the required rate of return on investment in the risk class to which the firm belongs. The original M&M theory postulates that, in the absence of arbitrage, the value of a firm is independent of corporate financial decisions, i.e., whether the objective of maximizing shareholder value can be achieved is irrelevant to what capital structure the firm needs to employ to achieve that goal.
    [Show full text]
  • Should a Company Pursue Shareholder Value?
    Should a Company Pursue Shareholder Value? Oliver Hart and Luigi Zingales* October 2016 Abstract What is the appropriate objective function for a firm? We analyze this question for the case where shareholders are prosocial and externalities are not perfectly separable from production decisions. We show that maximization of shareholder welfare does not necessarily equate to maximization of long-term shareholder value. We also show that the first objective is not sustainable in the presence of an active takeover market and that there is a tendency for public companies to behave less ethically over time. We discuss how companies can purse shareholder welfare maximization without falling prey to agency problems. *Hart: Department of Economics, Harvard University (email: [email protected]); Zingales: Booth School of Business, University of Chicago (email: [email protected]). We are grateful for feedback from audiences at the JLFA conference in Cambridge, MA (November, 2015), the National University of Singapore, the Crisis in the Theory of the Firm conference at Harvard Business School (November, 2015), the Hans-Werner Sinn retirement conference in Munich (January, 2016), the 2016 Global Corporate Governance Colloquia in Stockholm (June, 2016), and the Committee for Organizational Economics meeting in Munich (September 2016). We would also like to thank Michael Klausner for helpful comments. Luigi Zingales gratefully acknowledges financial support from the Stigler Center at the University of Chicago. 1 1.Introduction This paper is concerned with an old and venerable question: what is the appropriate objective function for a firm, particularly a public company? This question can in turn be divided into two sub-questions, one of particular interest to lawyers and the other to economists.
    [Show full text]