corporate finance

There are basically four potential topics available for the third paper and you want to pick just one and concentrate your research and writing on that topic. You could begin by looking at alternative mechanisms such as mergers and acquisitions. In many instances, management and the Board of Directors spend a lot of time building barriers to potentially being acquired or forced to merge through an unsolicited stock offer from another firm. At other times, they are busy seeking out opportunities to acquire assets under the premise that the whole will be worth more than the sum of the parts (“synergy”). Both would involve the governance of the firm.

A second topic would be the significance of SEC regulations on how a firm is governed. Congress technically writes the laws and places them within the context of the 1934 Securities Act which then forces the SEC to actually write the details of enforcing the legislation. These regulations, examples of which would be Sarbanes-Oxley or Dodd-Frank, set the environment within which the firm must operate and therefore impacts how it is governed.

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Third is the issue of TBTF or “Too Big To Fail” which has created an ongoing debate since the 2008-2009 financial crisis. The issue is whether it is appropriate to provide TBTF status to specific large firms and thereby create an incentive for them to take added risk since they know they will not be allowed to fail although it does require them to accept some fairly onerous requirements. Be very careful labeling the 2008 “TARP Bailout” as a loss to the taxpayer; the reality is that the Treasury has been completely repaid and earned a profit in excess of $90 Billion. Depending on your discount rate, this may or may not be sufficient profit to justify the program but the taxpayer is not “out” any money.

Finally would be CSR or “Corporate Social Responsibility” which has come to be seen by many as a part of Corporate Governance wherein the firm has an obligation to deal with issues such as community well-being, environmental awareness and voluntary compliance with regulations along with many other issues. The point of CSR is that the firm is responsible not only to its owners but also to many who rely on the firm for employment, safety, future growth opportunities and the like. Think about the situation facing the meat processing industry during the Covid-19 pandemic……

A related issue would be environmental, social, and governance (ESG) investing by the 20 – 34 year old group often referred to as Millennials. These investors appear to have a strong focus toward the concept of “sustainability” and a preference to invest in firms whose “ESG” characteristics are consistent with that concept. Numerous brokerage firms have created special units to work with investors to help channel the purchase of equity in firms that address ESG challenges. One study by Morgan Stanley found that 84 percent of millennials were interested in sustainable investing. Significantly, they’re also twice as likely to invest in a stock or a fund if sustainability is part of the value-creation thesis.

The difference between CSR and ESG is that CSR comes from within the firm whereas ESG is from the investor perspective. In both instances, the idea of taking care of more than just shareholder wealth is dominant but the perspective is from different points of view.

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