Corporate Finance. Course Teacher: Zhang Yao No. of Course:

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1 Corporate Finance Title of the Course: Corporate Finance Course Teacher: Zhang Yao No. of Course: Language: English Students: Oversees students Inside Class Credit Hours: 36 Extracurricular class hours: 72 Prerequisite: Finance Theory Number of students: 55 Semester: Spring Credit: 2 1. Profile and Contact way of the Teacher Zhang Yao, is PhD in Accounting, assistant professor of School of Economics & Management, Tongji University. Dr. Zhang is enaged in capital market research for a long time and specialized in the following areas: information disclosure, incentive contract, compensation, etc. Dr. Zhang has experience in teaching corporate finance and teaching in English. She was awarded Teaching excellence when teaching in Hong Kong University of Science and Technology. zhangyao@tongji.edu.cn 2. Course Description This course is advanced corporate finance which designed for graduate students. Thus, it won t cover topics like NPV, time value of money, valuation of stocks and bonds, etc, which I assume should be covered in undergraduate-level corporate finance. This course is kind of research oriented, in which I will introduce classic theories of corporate finance and offer empirical evidence of those theories. For example, theories that explain the decisions of capital structure and evidence supporting those theories. Besides, I m also interested in introducing some empirical findings in Chinese firms, by which we could learn the impact of different institutional factors. Meanwhile, the students are required to read and discuss some quality papers. My objective is to give you a broad overview of relevant research, both theoretical and empirical, in what I consider to be some of the major subject areas for corporate finance. 1

2 3. Course Objectives and Requirements 1. Course Objectives: This course exposes students to essential knowledge, primary principles and research methods in corporate finance to enable them to understand corporate investment and financing decision and have some insight into the features of advanced modern corporate finance theories and practices. In addition, this course aims to provide some basic idea of how to conduct an empirical research in Corporate Finance and hopes to teach the students some empirical methodologies. 2. Requirements:Students are expected to get prepared for lectures, read the papers, and finish assignments as required. 4. Course Arrangement Primary Subject Areas: Valuation and Financing Decisions in an Ideal Capital Market Separation of Ownership and Control, Principal-Agent Conflicts Information Asymmetry and the Markets for Corporate Securities Governance: o Corporate ownership o Boards of directors o CEO turnover Capital Structure o Static Capital Structure o Pecking Order, and Market Timing o Agency Costs and Capital Structure o Debt Structure: Initial Public Offerings of Stock (IPOs) Seasoned Equity Offerings (SEOs) Selective: Dividend Policy and Stock Repurchase Diversification and Internal Capital Markets Financial Distress and Restructuring Law and Finance Behavioral Finance Reading materials: Corporate Governance: Ownership Smith, Michael, 1996, Shareholder activism by institutional investors: evidence from CALPERS, Journal of Finance 52,

3 Burkhart, Mike, Denis Gromb, and Fausto Panunzi, 1997, Large shareholders, monitoring, and the value of the firm, Quarterly Journal of Economics 112, Holderness, Cliff, Randy Kroszner, and Dennis Sheehan, 1999, Were the good old days that good? Changes in managerial stock ownership since the great depression, Journal of Finance 54, Rafael La Porta, Florencio Lopez de Silanes, Andrei Schleifer, and Robert W. Vishny, 1999, Corporate ownership around the world, Journal of Finance 54, Corporate Governance: Boards of Directors Yermack, David, 1996, Higher market valuation of companies with a small board of directors, Journal of Financial Economics, 40, Hermalin, Benjamin, and Michael Weisbach, 1998, Endogenously chosen boards of directors and their monitoring of the CEO, American Economic Review 88, Raheja, Charu G., 2004, Determinants of board size and composition: a theory of corporate boards, Journal of Financial and Quantitative Analysis, forthcoming. Corporate Governance: CEO Turnover Weisbach, Michael, 1988, Outside directors and CEO turnover, Journal of Financial Economics. Zajac, Edward J., and James D. Westphal, 1996, Who Shall Succeed? How CEO/board Preferences and Power Affect the Choice of New CEOs, Academy of Management Journal 39, Denis, D., Denis, D., Sarin, A., Ownership structure and top executive turnover. Journal of Financial Economics 45, McNeil, Chris, Greg Niehaus, and Eric Powers, 2004, Management Turnover in Subsidiaries of Conglomerates Versus Stand-Alone Firms, Journal of Financial Economics 72, Capital Structure: Overview Harris, M. and A. Raviv, 1991, The theory of capital structure, Journal of Finance 46, Ragurham Rajan, and Luigi Zingales, 1995, What do we know about capital structure? Some evidence from international data, Journal of Finance 50, Graham, John, and Campbell Harvey, 2001, The theory and practice of corporate finance: evidence from the field, Journal of Financial Economics, 60, Capital Structure: Static Capital Structure: Modigliani, Franco, and Merton Miller, 1958, The cost of capital, corporation finance and the theory of investment, American Economic Review 48, Modigliani, Franco, and Merton Miller, 1963, Corporate income taxes and the cost of capital: a correction, American Economic Review 53, Miller, Merton H., 1977, Debt and taxes, Journal of Finance 32,

4 Myers, Stewart C., 1977, Determinants of corporate borrowing, Journal of Financial Economics 5, Capital Structure: Asymmetric Information, the Pecking Order, and Market Timing: Stewart C. Myers, and Nicholas S. Majluf, 1984, Corporate financing and investment decisions when firms have information that investors do not have, Journal of Financial Economics 13, Shyam-Sunder, Lakshmi, and Stewart Myers, 1999, Testing static tradeoff against pecking order models of capital structure, Journal of Financial Economics 51, Baker, Malcolm, and Jeffrey Wurgler, 2002, Market timing and capital structure, Journal of Finance 57, Capital Structure: Agency Costs: Jensen Michael and William Meckling,1976, Theory of the firm: managerial behavior, agency costs and capital structure, Journal of Financial Economics 3, Stultz, Rene, 1990, Managerial discretion and optimal financing policies, Journal of Financial Economics, IPOs Kevin Rock, 1986, Why new issues are underpriced, Journal of Financial Economics 15, Jay Ritter, 1987, The costs of going public, Journal of Financial Economics, 19, Jay Ritter, 1991, The long-run performance of initial public offerings, Journal of Finance 46, Loughran, Timothy, and Jay Ritter, 1995, The new issues puzzle, Journal of Finance 50, SEOs Spiess, K. and J. Affleck-Graves, 1995, Underperformance in long run stock returns following seasoned equity offering, Journal of Financial Economics 38, Bayless, M. and S. Chaplinsky, 1996, Is there a window of opportunity for seasoned equity issuance?, Journal of Finance 51, Teoh, S., I. Welch, and T. Wong, 1998, Earnings management and the underperformance in seasoned equity offerings, Journal of Financial Economics 50, Eberhart, Allan, Akhtar Siddique, 2002, The Long-Term Performance of Corporate Bonds (and Stocks) Following Seasoned Equity Offerings, Review of Financial Studies 15, 5, Selective: Financial Distress 4

5 Asquith, Paul, Robert Gertner, and David Scharfstein, 1993, Anatomy of financial distress, an examination of junk-bond issuers, Quarterly Journal of Economics 109, Pulvino, Todd, 1998, Do asset fire-sales exist? An empirical investigation of commercial aircraft transactions, Journal of Finance Andrade, Gregor. and Steven Kaplan, 1998, How costly is financial (not economic) distress? Evidence from highly levered transactions that became distressed, Journal of Finance 53, Restructuring: Slovin, Myron B., Marie Sushka, and Steven Ferraro, 1995, A Comparison of the Information Conveyed by Equity Carve-outs, Spin-offs, and Asset Sell-offs, Journal of Financial Economics, 37, 1, Daley, Lane, Vikas Mehrotra, Vikas, and Ranjini Sivakumar, 1997, Corporate Focus and Value Creation: Evidence from Spinoffs, Journal of Financial Economics 45, 2, Vijh, Anand, 2002, The Positive Announcement-Period Returns of Equity Carveouts: Asymmetric Information or Divestiture Gains?, Journal of Business 75, 1, Lamont, Owen A, and Richard Thaler, 2003, Can the Market Add and Subtract? Mispricing in Tech Stock Carve-Outs, Journal of Political Economy 111, 2, Diversification and Internal Capital Markets Berger, Philip, and Eli Ofek, 1995, Diversification's effect on firm value, Journal of Financial Economics 3, Lamont, Owen, 1997, Cash flow and investment: evidence from internal capital markets, Journal of Finance 52, Gertner, Robert, Eric Powers, and David Scharfstein, 2002, Learning About Internal Capital Markets from Corporate Spin-offs, Journal of Finance 57, Mergers and Acquisitions Grossman, Sandy, and Oliver Hart, 1980, Takeover bids, the free rider problem, and the theory of the corporation, Bell Journal of Economics. Jarrel, G., J. Brickley, and J. Netter, 1988, The market for corporate control: the empirical evidence since 1980, Journal of Economic Perspectives Schlingemann, Frederik, 2004, Financing Decisions and Bidder Gains, Journal of Corporate 10, 5, Law and Finance Laporta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny, 1997, Legal determinants of external finance, Journal of Finance 52, Laporta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny, 2000, Investor protection and corporate governance, Journal of Financial Economics 58,

6 Laporta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny, 2000, Investor protection and corporate valuation, Journal of Finance 57, Doidge, Craig, Andrew Karolyi, and Rene Stulz, 2004, Why do countries matter so much for corporate governance?, University of Toronto working paper. Behavioral Finance: Kahneman, Daniel, and Amos Tversky, 1979, Prospect theory: an analysis of decision making under risk, Econometrica 47, Barberis, Nicholas, and Richard Thaler, 2003, A survey of behavioral finance, in Handbook of the Economics of Finance Constantinides, Harris, and Stulz editors, North-Holland. 5. Teaching Methods Lectures, Paper reading, Discussions, Empirical Analysis, etc. 6. Performance Evaluation Course Grade: The course grade will be determined as follows. Description Weight Proposal or final exam 60% Paper Review (Group work) 15% Presentation (Group) 15% Class attendance and class participation 10% TOTAL 100% (No make-up exam will be given except for medical reasons supported by proper documents.) Course Policy: 1. The topics of this course are given in part 4 of this course outline. (Changes may be made, when necessary) Note that not all topics in the textbook will be taught in this course, and only those topics that are covered in the lectures will be tested in final exams, if we have one. 2. Proposal: You need to choose a topic that you are interested in and the topic should be related to corporate finance. The proposal should at least include the following five parts: a. the motivation and research question; b. literature review and hypothesis; c. research design; d. data resources; e. a table contains major results and your interpretation. The statistic software suggested are SAS and STATA. The proposal should be written either in English. 6

7 3. Final exam: a closed-book and closed-notes final exam is tentatively scheduled on the 18th or 19th week, depending on the arrangement of the school. 4. Group review report: Please form a group (5-6 persons) by yourselves. I will give a list of papers and you need choose one to write a review report. Sample of review reports will be given soon as references. The deadline of review is in mid of May (to be announced). The review should be written in English. 5. Group Presentation: Each group needs to give a minutes presentation. Other groups are responsible to evaluate your performance and grade during your presentation. I will collect the grades after class. 6. Class attendance and class participation: Students are required to attend the lectures. Each student has 4 times of absences without grades deduction. So use it wisely. Active participation in class is encouraged. Don t be late for the class. Please do not whisper to each other until you are allowed to do so. Please help create a pleasant learning environment for all the students. Once you get caught in disturbing the learning environment, 5 points will be deducted. Do remember all I ask is your respect to the instructor and to other students. 7. Text book, References and Reading Materials 1) Textbook [1] Joseph P. Ogden, Frank C. Jen, and Philip F. O Connor, Advanced Corporate Finance: Policies and Strategies 1th Edition (Main text book) [2] Jonathan Berk, Peter DeMarzo, Corporate Finance. Pearson International Edition. 2) Online resources [1] [2] [3] 3) Journals [1] Journal of Finance [2] Journal of Financial Economics 7

8 [3] Review of Financial Studies [4] Journal of Corporate Finance [5] Journal of Quantitative and Financial Analysis [6] Journal of Financial Research [7] Financial Management [8] International Journal of Human Resource Management [9] Journal of Banking and Finance 8