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Corporate finance theory and practice 2e


Corporate Finance



Corporate Finance
Theory and Practice
Second Edition

Vishwanath S.R.

Response Books
A division of Sage Publications
New Delhi/Thousand Oaks/London


Copyright © Vishwanath S.R., 2000, 2007

All rights reserved. No part of this book may be reproduced or utilized in any form or by any means, electronic or
mechanical, including photocopying, recording or by any information storage or retrieval system, without permission
in writing from the publisher.


First published in 2000
This second edition published in 2007 by

Response Books
A division of Sage Publications India Pvt Ltd
B1/I1, Mohan Cooperative Industrial Area, Mathura Road
New Delhi 110 044
Sage Publications Inc
2455 Teller Road
Thousand Oaks, California 91320

Sage Publications Ltd
1 Oliver’s Yard, 55 City Road
London EC1Y 1SP

Published by Vivek Mehra for Response Books, phototypeset in 10/12 pt Times New Roman by Star Compugraphics
Private Limited, Delhi, and printed at Chaman Enterprises, New Delhi.

Library of Congress Cataloging-in-Publication Data
Vishwanath, S. R., 1971–
Corporate finance: theory and practice/S.R. Vishwanath.—2nd ed.
p. cm.
Includes index.
1. Corporations—Finance. I. Title.
HG4026.V583

685.15—dc22

ISBN: 978–0–7619–3497–4 (PB)

2006

2006029371

978–81–7829–649–4 (India PB)

Production Team: Anupama Purohit, Jeevan Nair, Rajib Chatterjee and Santosh Rawat



To
Professor Myers,
whose writings continue to inspire me
and
Fisher Black, Miller, and Franco Modigliani;
three giants who rode in our midst.



Contents

List of Exhibits
Preface
Acknowledgements

9
16
19

Section One BUILDING BLOCKS
1.
2.
3.
4.
5.
6.
7.

Introduction
Time Value of Money
Risk and Return
Estimation of Cost of Capital
Financial Statements and Firm Value
A Case Study: Financial Statements and Industry Structure
A Case Study: Financial Performance of Pharmaceutical Companies

23
41
58
86
113
142
145

Section Two CAPITAL INVESTMENTS
8.
9.
10.
11.
12.
13.

Overview of Capital Budgeting
Free Cash Flow Valuation
A Case Study: Detergents India Limited
Risk Analysis in Capital Investments
A Real Option’s Perspective of Capital Budgeting
A Follow-up Note on Capital Budgeting

163
179
201
209
239
257


8

Corporate Finance

Section Three MANAGING CURRENT ASSETS
14.
15.
16.
17.
18.

Estimation of Working Capital
A Case Study: Bharti Dredging and Construction Limited
Cash Management
Receivables Management
A Case Study: SM Electric (India) Limited

269
296
305
322
341

Section Four THE FINANCING DECISION
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.

Optimal Capital Structure
An Overview of Financing Choices
Initial Public Offerings
Bank Loans
A Case Study: Bermuda Airways
Debt Markets
A Follow-up Note on Financing
A Case Study: Financing NTPC
Special Topic: Project Financing
A Case Study: HPL Cogeneration Limited
The Leasing Decision

353
376
396
432
461
468
490
527
546
563
576

Section Five DIVIDEND POLICY
30. The Dividend Debate
31. A Case Study: Back to SM Electric (India) Limited

595
622

Section six FINANCIAL POLICY, COMPETITIVE
STRATEGY, AND SHAREHOLDER VALUE
32.
33.
34.
35.
36.

Growth and Value
Growth via Mergers and Acquisitions
A Case Study: The Merger of ICICI Bank and Bank of Madura
Leveraged Recaps and Buyouts
EVA and Divisional Performance Measurement

Index
About the Author

649
663
687
702
721
743
763


Introduction

9

List of Exhibits

1.1
1.2
1.3
1.4
1.5
1.6
1.7

Overview of financial decisions
The balanced scorecard
Control of publicly traded companies in East Asia in 1996
The value of good governance around the world
Corporate governance rankings
P/BV ratios of some well-known companies
Interplay between the firm’s macroeconomic environment and the internal
‘Capital Market’

24
28
30
33
34
34
39

2.1a
2.1b
2.2
2.3
2.4
2.5

Future value interest factor
Future value interest factor
Present value interest factor
Future value interest factor of an annuity
Present value interest factor of an annuity
Loan amortization schedule

43
44
45
48
48
49

3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16

Mutual funds in India
Closing prices of Sensex stocks
Returns from some Sensex stocks
Expected returns of two investments
Mean and standard deviation of returns
Annualized real returns on major asset categories worldwide, 1990–2000
Risk and return of Sensex 30
Portfolio return and risk
Effect of diversification on risk
Characteristics of emerging and developed markets
Global correlations
Efficient frontier
Capital market line
Beta estimates for some Sensex stocks
Risk premia for select countries
Monthly returns—Mexico

59
inside back cover
between 60 and 61
62
62
63
63
67
68
69
70
70
71
72
74
78


10

Corporate Finance

4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12

Beta estimates with different market proxies
Beta estimates for different return intervals
Mean and standard deviation of return on indices
Returns around the world
Risk premia for select Asian countries
Equity premia—US data, 1802–1998
Prevailing yields
WACC for Infosys Ltd
Industry betas
Approach/weighting scheme in cost of capital estimation
Cost of equity estimation procedure
Survey responses to the question: Does your firm estimate the cost of equity capital?
If yes, how?

89
90
91
91
92
92
96
97
101
105
106
106

5.1(a)
5.1(b)
5.2
5.3
5.4
5.5
5.6(a)
5.6(b)
5.6(c)
5.7

Financial statements of Hindustan Lever Ltd
Income statement of HLL
Common size financial statements
Key ratios for automotive companies (in 1996)
Financial data for Vishy Corp.
Statement of cash flows
Cash flow statement of Company-1
Cash flow statement of Company-2
Cash flow statement of Company-3
Drivers of cash flow

114
115
121
122
123
127
129
129
130
132

Balance sheet and financial data

143

Global pharmaceutical market
Business mix of Glaxo
Pharmaceutical firms—balance sheet
Pharmaceutical firms—income statement
Pharmaceutical firms—common size balance sheet
Pharmaceutical firms—common size income statement
Pharmaceutical firms—statement of cash flows
Select financial ratios and data
Stock price histories of pharmaceutical companies
EBITDA margins

146
147
148
149
150
151
152
153
158
159

8.1
8.2
8.3
8.4

Project cost
NPV profile
Capital budgeting practices in select countries
Survey responses to the question, ‘How frequently does your
firm use the following techniques when deciding which projects
or acquisitions to pursue?’

165
173
174
175

9.1
9.2
9.3

All passengers carried since 1992 in the domestic sector
Forecast for 15 years
Forecast of free cash flow

182
183
183

6.1
7.1
7.2
7.3
7.4
7.5(a)
7.5(b)
7.6
7.7
7.8
7.9


List of Exhibits

9.4
9.5
9.6
9.7
9.8
9.9

11

Depreciation rates as per Schedule XIV
Rates at which depreciation is admissible
NPV vs discount rate
Implementing the capital-rationing decision—who makes allocation and selection
Why internal capital rationing?
Flexibility of the investment ceiling

187
187
192
195
195
196

Executive summary of financial performance of DIL
Market share of consumer products
Snapshot of the detergent industry in 1995
Estimation of free cash flows

201
202
203
208

11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8
11.9
11.10

Sensitivity of NPV
Sensitivity of NPV to the changes in selling price
Sensitivity of NPV to cash flows
Accounting BEP as percentage of the installed capacity
Break-even chart
Decision tree
Modified decision trees
Uncertainty profile
Risk-adjustment procedure in Fortune 1000 companies
Country ratings and default spread

213
213
214
215
216
217
233
220
229
232

12.1(a)
12.1(b)
12.2
12.3
12.4

Call option premium relative to intrinsic value
The impact of factors determining option value
Common real options
The analogy between capital projects and a call option
Decision tree for an oil exploration project

242
244
249
250
253

13.1
13.2

Dynamic project evaluations
Value maximizing capital allocation system

263
265

14.1
14.2

272
278

14.3

Operating cycle
Working capital investment and its productivity in some companies
(1998–99 and 1997–98)
Estimation of working capital at Spar (I) Limited

15.1

Financial details of Bharti Dredging and Construction Limited

297

16.1
16.2
16.3
16.4
16.5
16.6
16.7
16.8

Corporate cash holdings in 2001
Cash management process
Cash inflow timeline diagram
Cash outflow timeline diagram
Deposit and disbursement float
Lock box system
Cash budget for Dalmia Cement (Bharat) Limited
The Euromoney cash management poll (overall ranking)

306
307
308
308
309
310
314
319

17.1
17.2
17.3

Average collection period for Fort Aguada Beach Resort
Aging schedule
Classifications of customers

327
327
328

10.1
10.2
10.3
10.4

286


12

Corporate Finance

17.4
17.5

Risk classification of the customers of Fort Aguada Beach Resort
Business Week’s global 1000 (1996): Survey results

328
336

18.1
18.2
18.3
18.4
18.5
18.6
18.7

Financial details of SM Electric (India) Limited
Trends in net working capital and current assets
Aging schedule
Average collection period (in days)
Cash flows
The economics of factoring
Cost benefit analysis (assuming a normal ACP of 30 days)

342
343
343
343
344
347
348

Debt ratios of some top companies
Return on equity at various debt levels
Effect of leverage on firm value
Modigliani and Miller proposition II
The graph of cost of capital vs debt ratio
Borrowing increases value of the firm/funds available to investors
Effect of personal taxes on firm value
Tax treatment of interest, dividends and retained earnings around the world
Firm value with bankruptcy cost
Survey responses to the question: ‘What factors affect how you choose
the appropriate amount of debt for your firm?’
Survey responses to the question: ‘What other factors affect your firm’s debt policy?’
Survey responses to the question: ‘Has your firm seriously considered
issuing common stock?’ If ‘Yes’, what factors affect your firm’s decisions
about issuing common stock?
Leverage in the G-7 countries

354
354
355
357
357
358
360
362
363
369

19.1
19.2
19.3
19.4
19.5
19.6
19.7
19.8
19.9
19.10
19.11
19.12

19.13
20.1
20.2
20.3
20.4
21.1
21.2
21.3
21.4
21.5
21.6
21.7
21.8
21.9
21.10
21.11
21.12
21.13
21.14

369
370

371

Factors affecting financial innovation
Lead underwriters by volume, deals in 2001
Capital raised through debentures
The value of convertible at various stock prices

377
383
384
387

Resource mobilization during 1997–2000
Sensex movements during 1997–2002
Characteristics of emerging and developed markets
IPO activity in the US
Internet IPOs
Costs of going public (in percentage, of equity IPOs 1990–94)
Top underwriters in India and the US
Listing statistics of the Bombay Stock Exchange
Performance of recent bank IPOs
Union Bank valuation
Average initial returns around the world
Performance of book building in India
Returns on IPOs in the US during the five years after issuing, 1990–98
Stock price performance of Union Bank

398
399
401
402
402
404
412
415
417
417
419
420
420
422


List of Exhibits

22.1
22.2
22.3
22.4
22.A1
22.A2

13

Sources of funds for corporate sector
Financial ratios as perceived by loan officers
Loan covenants
Stock price response to announcements of corporate borrowing
Format of a commercial paper
Recent CP issues

432
440
449
450
455
455

Participants in the debt market
Growth of the US debt market
The Asian debt market
Resource mobilized from debt markets
Market composition (as on September 30, 2002)
Cash flows associated with a bond
The relationship between price and yield
Graphical representation of the price–yield relationship
Rating agencies in Asia

468
469
469
470
472
474
477
477
481

Standard & Poor’s rating process
The credit rating process
Credit rating symbols
CRISIL median ratios for 1994–96
Standard & Poor’s rating of LT debt (1994–96)
Proforma financial forecasts and bond rating for alternate capital structures
Sequence of raising capital
Resource mobilization by the corporate sector
Maturity profile
Cash flow projection
Priority structure of corporate liabilities
Exchange rates, inflation rates, and interest rates
Deviations in interest rates
Differences in real interest rates
Deviations from PPP
Deviations from IRP
Forward parity
Income statement
Balance sheet
Internal content of working capital

492
493
494
495
495
496
497
499
504
505
506
510
511
512
512
513
514
525
525
525

26.1
26.2

Capacity addition plans of NTPC
NTPC’s past financial highlights

529
530

27.1
27.2
27.3
27.4

Project structure
Risk sharing among project participants
Mechanism to cover risk
Build–operate–transfer model

547
548
549
553

24.1
24.2
24.3
24.4
24.5
24.6
24.7
24.8
24.9
25.1
25.2
25.3
25.4
25.5
25.6
25.7
25.8
25.9
25.10
25.11
25.12
25.13
25.14
25.15
25.16
25.17
25Q.1
25Q.2
25Q.3


14

Corporate Finance

28.1
28.2
28.3
28.4
28.5
28.6
28.7
28.8
28.9
28.10
28.11(a)
28.11(b)

Financial performance of Larsen & Toubro
Projects handled by Cogeneration and Captive Power Projects Group
Comparative data on project finance and general purpose loans
HPLCL project
Combined cycle power plants in India
Pre-completion risks
Post-completion risks
General risks
Regulatory approvals and consents
Sources and uses of funds
Debt service
Capital market and comparable company data

564
564
566
568
569
570
570
570
571
571
573
573

Lease vs buy
Incremental cash flows
Depreciation tax shield
Incremental cash flows
Method of lease analysis in the responding firms that consider
leasing a financing decision
Discount rate used in computing NAL
Lease analysis of projects rejected at the capital budgeting stage

577
580
581
581
587
587
587

Dividend payout ratio for 1991–95
Stable dividend policy practiced by sample companies
Survey results–America
The impact of dividend tax on dividend policy
Dividend policy around the world
Stock repurchases by Dutch auction, tender offer and open market methods
Pros and cons of various share repurchase methods
Impact of a stock repurchase on securities prices
Who gains in a buy-back?
Managerial motives for stock dividends

595
603
603
604
605
607
607
609
610
612

31.1
31.2
31.3
31.4
31.5
31.6
31.7

Financial details of SM Electric (India) Limited
Forecast of free cash flows
Forecasted profitability with dividends (@ 10 percent)
Projected balance sheet with dividends
Forecasted balance sheet after a repurchase
Interest rates on bank fixed deposits
Comparison of alternatives

623
624
627
627
627
636
643

32.1
32.2
32.3
32.4
32.5
32.6
32.7

Sustainable growth rates for various combinations of P, A, T, and L
Market price of Company A
Market price of Company B
Value creation model
M/B ratio of some well-known companies
Total shareholder return of some big business groups
TSR of some MNC stocks

653
655
655
656
656
657
658

29.1
29.2
29.3
29.4
29.5
29.6
29.7
30.1
30.2
30.3
30.4
30.5
30.6
30.7
30.8
30.9
30.10


List of Exhibits

15

33.1
33.2
33.3
33.4
33.5
33.6
33.7
33.8
33.9

Recent acquisitions
Merger gains
Value-creation in acquisitions
Free cash flow forecast for Clariant
Pre-merger financial statements
Forecast of cash flows
Recent brand acquisitions
Returns to target firm shareholders
Returns to acquiring firm shareholders

664
666
666
668
671
672
675
678
678

34.1
34.2
34.3
34.4

Financials for the half-year ended September 2000
Profit and loss account for the year ended March 31, 2000
Balance sheet as on March 31, 2000
Share price movements of ICICI Bank and Bank of Madura

692
692
694
695

35.1

Public company vs LBO association

708

36.1
36.2
36.3
36.4
36.5

Top companies on the basis of total shareholder return
Top value creators in Europe
The balanced scorecard
Wal-Mart stores invested capital
Top companies in the US, the UK, and Pan-Asia, on the basis of
market value added
Correlation between percentage change in economic value added and
shareholder value (1994–95)

723
724
724
727
728

36.6

731


Preface

Financial economics is the study of markets for real and financial assets. The past three decades have witnessed
an unprecedented series of theoretical and empirical advances in our understanding of the markets, with
major breakthroughs in capital asset pricing under uncertainty, portfolio theory, valuation of options, and
response of security prices to corporate financial behavior. The practical implications of these breakthroughs,
commonly known as modern finance theory, are widely accepted and applied by finance practitioners.
Finance is concerned with the manner in which individuals and firms allocate resources across assets and
over time. The developed body of financial knowledge deals with portfolio decisions of individuals, with
investment and financing decisions by firms, and with the implications of such behavior for the pricing of
capital assets in the marketplace.
The goal of this book is to provide a rigorous understanding of how and why firms make their financial
decisions the way they do and their impact on shareholder value. The central theme of the book is Value
Based Management, which assumes that maximizing shareholder value is the governing objective of a firm.
This book examines the role of finance in supporting other functional areas while fostering an understanding
of how financial decisions can create value. Topics covered in this book are related to estimating divisional
cost of capital, executing a financing strategy, establishing debt and dividend policies consistent with the
company’s strategy and environment, choosing between dividends and stock repurchases, managing high
growth, and managing working capital.
When I set out on the second edition I had three things in mind:
• Provide rigorous yet managerially relevant introduction to finance theory.
• Build industry knowledge among readers.
• Critically test theory in realistic settings.
This led me to write this book through cases. A typical case requires instructions to instructors. To obviate
the need I have analyzed and written many real-life examples. For instance I have included two short cases
on financial statements along with solutions. At times I have integrated real-life managerial situations with
theory so that students can get a better picture of what they can expect to see in real life. I have also critically


Preface

17

tested theory with real-life data. At times I have not revealed the name of the company for the sake of
confidentiality.

Brief Description of Topics Covered
Corporate Financial Flexibility (Real Options)
Most corporate investments grant managers a great deal of flexibility such as the right to abandon, expand or
add technologies. This flexibility is best described as a series of options. The chapter on real options focuses
on the analysis of this type of corporate investment decisions under uncertainty. I have covered simulation of
capital structure under financing although both deal with corporate financial flexibility.

New Financial Instruments
The chapter on financing choices has been written to provide an understanding of how financial engineering
can be used to advance the strategic goals of firms. While the perspectives of issuer, intermediary and
investor are all relevant, special emphasis is given to problems faced by corporate finance managers. The
goal of this chapter is to show how financial managers can utilize capital markets technology to create value.
The chapter deals with the design and pricing of a wide range of instruments.

Project Finance
The chapter on project finance has a particular emphasis on how firms structure, value, and finance large,
greenfield projects such as telecommunications systems, toll roads, manufacturing plants, and mines.
Interestingly, many of the largest projects have encountered financial distress. For example, Eurotunnel,
Euro Disneyland, and Iridium have all been restructured.
Project finance is a method of financing an economically viable project on the basis of the cash flows it is
expected to generate. The project is a separate legal entity and its cash flows are segregated from the sponsoring
organization. The sponsor may be the main user of the project’s output, contractor or supplier, a consortium
or a government. The revenue generated from the project should be adequate to cover all operating expenses,
debt-servicing burden and provide an adequate return to the equity investors. This enables the sponsors to
shift the operating risk and debt-servicing burden to the project entity while retaining some benefits from the
project. Project finance is usually restricted to large scale, capital intensive projects and often involves a
high proportion of debt finance (60–90 percent) provided by a group of lenders. Toll roads, tunnels, bridges,
ports and power projects are general candidates for project financing. The Eurotunnel project in France, Hub
power project in Pakistan, and Petrozuata in Venezuela are some of the prominent project finance transactions.
I have extensively revised the material on project finance. I have also included a real-life case on HPL
Cogeneration Ltd.

Acquisitions and Control
In the recent years, the worldwide M&A volume has been averaging $2 trillion. The chapter on takeovers
focuses on purchase and sale of equity whereas the case on ICICI Bank focuses on the design of consideration


18

Corporate Finance

in mergers and acquisitions. Topics covered include value drivers and target valuation, design of consideration,
board room response to hostile takeovers and the empirical evidence on mergers.

Performance Measurement and Incentive Compensation
One of the most important tools that owners and managers have is the design and implementation of:
1. The ownership and governance structure of organizations
2. Performance measurement and reward systems
The chapter on EVA provides a general framework for how to analyze, build, and manage these structures
and systems. The goal is to understand how governance and incentive strategy affects individual, team and
company performance, and to give readers a powerful way to think about organizational problems and their
solutions.


Acknowledgements

This book is the product of hard work by many individuals. Many students at Bharathidasan Institute of
Management, SP Jain Institute of Management, and TA Pai Management Institute have assisted me in writing
this book. I am grateful to them. In particular I wish to thank the following individuals:
Abhijit Shriyan
Amit Banerji
Amitjit Dutta
Anupam Chakraborty
Anupama Pillay
Anand
Anand Rengarajan
Anupama
Balaji Natarajan
Balasubramani
Chandan Mishra, PWC
Chandrashekhar Rao
Chetan Bihani
Deepa
Deepali Patnaik
Gurudas Pai
Mohan Sai Krishna
Manoj Kumar Sinha
Neeraj Thaparia, ICICI
Nisha Gandhi
Rakesh
Srinivas
Suja


20

Corporate Finance

Supriyo Chakraborty
Thomson
Vedavyas Rao
Many professional colleagues at the same institutes have gone through the manuscript and provided
useful inputs. I wish to particularly thank Professor Ravikumar, Professor Rajagopalan, and Professor Sunil
Parameswaran of TA Pai Management Institute, Manipal and Professor Chandrashekar, Nanyang Business
School, Singapore.
Special thanks are due to Mr Chapal Mehra, former Managing Editor of Response Books, New Delhi, for
motivating me to bring out this second edition.
I also gratefully acknowledge referees comments.



Section One

BUILDING BLOCKS


Chapter 1

Introduction
OBJECTIVES
Introduction to the goal of financial management.
Competitors to the rule of wealth maximization and their limitations.
Factors affecting value creation.
Corporate governance around the world.

Corporate Financial Management deals with the decisions of a firm related to investment, financing and
dividend. To carry on business, a firm invests in tangible assets like plant and machinery, buildings, and
intangible assets like goodwill and patents. This comprises the investment decision. These assets don’t come
free; one has to pay for them, so a company needs to tap various sources of funds including promoter’s contribution. This forms the financing decision. The investment in assets generates revenues and cash flows for
a specific period of time. The managers of the company can either retain cash with the company for further
investment or distribute to the owners of the company—the shareholders. This constitutes the dividend decision. In short, a finance manager will be concerned with such financial decisions as:
• Which investment/s should the company accept and what are the financial implications of undertaking
the same?
• How should the company finance those investments? What should be the mix of owners’ contribution—
equity and borrowed funds, i.e., debt at any given point in time?
• How much of the income generated from operations should be returned to shareholders in the form of
dividends and how much is to be retained for further investment?
We could think of investment decision as managing the right-hand side of the balance sheet and financing
decision as managing the left-hand side of the balance sheet.


24

Corporate Finance

The relationship between financial decisions is shown in Exhibit 1.1. The company decides on its investments and approaches investors through ‘financial middlemen’ to provide funds in the form of debt and
equity. Investors do not provide money free. They expect something in return. The investor’s expectation is
the cost of money. For instance, if someone was to lend you Rs 5,000 for a 5-year period, s/he would expect
interest payments at specified intervals and the principal repayment at the end of the loan term. Loan is one
type of liability; there are several others. These liabilities have a cost attached to them—cost of capital. This
also means that the company should earn more than the cost of capital to keep the investors happy. An example will clarify the point. Suppose you lend Rs 10,000 to a company at an interest rate of 14 percent. The
company should earn more than 14 percent on its investments to service your debt at all times. If earnings
fall, a default will occur. Do investors not realize the inherent risk of investing in companies? They do. The
investor’s expected rate of return—14 percent in this case—is set after assessing risk. In sum, the investor’s
expected rate of return is a function of risk. We have not defined risk as yet, nor established the relationship
between risk and return. Chapters 3 and 4 are devoted to this.
Exhibit 1.1

Overview of financial decisions

Financing Decision
Intermediaries
FIRM
Retail investors
banks and financial
institutions

Investor
expectation
Allocation of resources
capital budgeting
Hurdle rate
Retained
earnings

Debt servicing/
dividend decision

Project cash-flows

THE SEARCH FOR THE BEST CORPORATE OBJECTIVE
A firm is a group of claimants such as shareholders, creditors, suppliers, customers, and employees. Shareholders, the owners of the firm, appoint a board of directors to oversee the functioning and shape the strategic
direction of the company. In theory, the board is supposed to act in the interest of the claimants: but which of
the claimants? Who should the managers serve? Or, to rephrase the question, what should be the objective of


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