在一个企业做的每一个决定都有财务影响，并涉及货币的使用方面任何决定都是一个企业的财务决策。广义上来说，一个企业做企业融资都和财务决策有关。事实上这是不幸的，我们称之为主体企业融资是因为它表明许多观察家把重点放在如何大企业做出财务决策，似乎排除其职权范围小型和私营企业。对这门学科的一个更合适的头衔是商业融资，因为基本原则仍然是一样的，不管是一个大型的，公开交易的公司或小型，私人经营的企业。如果没有足够的良好投资的所有者，所有企业都必须明智地投资他们的资源，找到合适的种类和组合的融资，以资助这些投资，并返回现金。Every decision made in a business has financial implications, and any decision that involves the use of money is a corporate financial decision. Defined broadly, everything that a business does fits under the rubric of corporate finance. It is, in fact, unfortunate that we even call the subject corporate finance, because it suggests to many observers a focus on how large corporations make financial decisions and seems to exclude small and private businesses from its purview. A more appropriate title for this discipline would be Business Finance, because the basic principles remain the same, whether one looks at large, publicly traded firms or small, privately run businesses. All businesses have to invest their resources wisely, find the right kind and mix of financing to fund these investments, and return cash to the owners if there are not enough good investments. In this introduction, we will lay the foundation for this discussion by listing the three fundamental principles that underlie corporate finance—the investment, financing, and dividend principles—and the objective of firm value maximization that is at the heart of corporate financial theory. The Firm: Structural Set-Up In corporate finance, we will use firm generically to refer to any business, large or small, manufacturing or service, private or public. Thus, a corner grocery store and Microsoft are both firms. The firms investments are generically termed assets. Although assets are often categorized by accountants into fixed assets, which are long-lived, and current assets, which are short-term, we prefer a different categorization. The assets that the firm has already invested in are called assets in place, whereas those assets that the firm is expected to invest in the future are called growth assets. Though it may seem strange that a firm can get value from investments it has not made yet, high-growth firms get the bulk of their value from these yet-to-be-made investments. To finance these assets, the firm can raise money from two sources. It can raise funds from investors or financial institutions by promising investors a fixed claim (interest payments) on the cash flows generated by the assets, with a limited or no role in the day-to-day running of the business. We categorize this type of financing to be debt. Alternatively, it can offer a residual claim on the cash flows (i.e., investors can get what is left over after the interest payments have been made) and a much greater role in the operation of the business. We call this equity. Note that these definitions are general enough to cover both private firms, where debt may take the form of bank loans and equity is the owners own money, as well as publicly traded companies, where the firm may issue bonds (to raise debt) and common stock (to raise equity). Thus, at this stage, we can lay out the financial balance sheet of a firm as follows:
Note the contrast between this balance sheet and a conventional accounting balance sheet.
An accounting balance sheet is primarily a listing of assets in place, though there are some circumstances where growth assets may find their place in it; in an acquisition, what gets recorded as goodwill is a conglomeration of growth assets in the target firm, synergies and overpayment.
第一原则First Principles
Every discipline has first principles that govern and guide everything that gets done within it. All of corporate finance is built on three principles, which we will call, rather unimaginatively, the investment principle, the financing principle, and the dividend principle. The investment principle determines where businesses invest their resources, the financing principle governs the mix of funding used to fund these investments, and the dividend principle answers the question of how much earnings should be reinvested back into the business and how much returned to the owners of the business. These core corporate finance principles can be stated as follows The Investment Principle: Invest in assets and projects that yield a return greater than the minimum acceptable hurdle rate. The hurdle rate should be higher for riskier projects and should reflect the financing mix used—owners funds (equity) or borrowed money (debt). Returns on projects should be measured based on cash flows generated and the timing of these cash flows; they should also consider both positive and negative side effects of these projects. The Financing Principle: Choose a financing mix (debt and equity) that maximizes the value of the investments made and match the financing to nature of the assets being financed. The Dividend Principle: If there are not enough investments that earn the hurdle rate, return the cash to the owners of the business. In the case of a publicly traded firm, the form of the return—dividends or stock buybacks—will depend on what stockholders prefer. When making investment, financing and dividend decisions, corporate finance is single-minded about the ultimate objective, which is assumed to be maximizing the value of the business. These first principles provide the basis from which we will extract the numerous models and theories that comprise modern corporate finance, but they are also commonsense principles. It is incredible conceit on our part to assume that until corporate finance was developed as a coherent discipline starting just a few decades ago, people who ran businesses made decisions randomly with no principles to govern their thinking. Good businesspeople through the ages have always recognized the importance of these first principles and adhered to them, albeit in intuitive ways. In fact, one of the ironies of recent times is that many managers at large and presumably sophisticated firms with access to the latest corporate finance technology have lost sight of these basic principles.
公司的目标The Objective of the Firm
No discipline can develop cohesively over time without a unifying objective. The growth of corporate financial theory can be traced to its choice of a single objective and the development of models built around this objective. The objective in conventional corporate financial theory when making decisions is to maximize the value of the business or firm. Consequently, any decision (investment, financial, or dividend) that increases the value of a business is considered a good one, whereas one that reduces firm value is considered a poor one. Although the choice of a singular objective has provided corporate finance with a unifying theme and internal consistency, it comes at a cost. To the degree that one buys into this objective, much of what corporate financial theory suggests makes sense. To the degree that this objective is flawed, however, it can be argued that the theory built on it is flawed as well. Many of the disagreements between corporate financial theorists and others (academics as well as practitioners) can be traced to fundamentally different views about the correct objective for a business. For instance, there are some critics of corporate finance who argue that firms should have multiple objectives where a variety of interests (stockholders, labor, customers) are met, and there are others who would have firms focus on what they view as simpler and more direct objectives, such as market share or profitability. Given the significance of this objective for both the development and the applicability of corporate financial theory, it is important that we examine it much more carefully and address some of the very real concerns and criticisms it has garnered: It assumes that what stockholders do in their own self-interest is also in the best interests of the firm, it is sometimes dependent on the existence of efficient markets, and it is often blind to the social costs associated with value maximization.
投资原则The Investment Principle
Firms have scarce resources that must be allocated among competing needs. The first and foremost function of corporate financial theory is to provide a framework for firms to make this decision wisely. Accordingly, we define investment decisions to include not only those that create revenues and profits (such as introducing a new product line or expanding into a new market) but also those that save money (such as building a new and more efficient distribution system). Furthermore, we argue that decisions about how much and what inventory to maintain and whether and how much credit to grant to customers that are traditionally categorized as working capital decisions, are ultimately investment decisions as well. At the other end of the spectrum, broad strategic decisions regarding which markets to enter and the acquisitions of other companies can also be considered investment decisions. Corporate finance attempts to measure the return on a proposed investment decision and compare it to a minimum acceptable hurdle rate to decide whether the project is acceptable. The hurdle rate has to be set higher for riskier projects and has to reflect the financing mix used, i.e., the owners funds (equity) or borrowed money (debt). In the discussion of risk and return, we begin this process by defining risk and developing a procedure for measuring risk. In risk and return models, we go about converting this risk measure into a hurdle rate, i.e., a minimum acceptable rate of return, both for entire businesses and for individual investments.
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