Fundamentals of Multinational Finance,
Ownership of the Business.
How does ownership alter the goals and governance of a business?
The return to a shareholder in a publicly traded firm combines current income in the form of
dividends and capital gains from the appreciation of share price:
where the initial price,
, is equivalent to the initial investment by the shareholder, and
price of the share at the end of period. The shareholder theoretically receives income from both
components. For example, over the past 50 or 60 years in the U.S. marketplace, a diversified investor
may have received a total average annual return of 14%, split roughly between dividends, 2%, and
capital gains, 12%.
Management generally believes it has the most direct influence over the first component—the
. Management makes strategic and operational decisions which grow sales, generate
profits, and then distributes those profits to ownership in the form of dividends.
change in the share price as traded in the equity markets—is much more complex, and reflects many
forces which are not in the direct control of management. Despite growing market share, profits, or
any other traditional measure of business success, the market may not reward these actions directly
with share price appreciation.
A privately held firm has a much simpler shareholder return objective function: maximize current and
sustainable income. The privately held firm does not have a share price (it does have a value, but this
is not a definitive market-determined value in the way in which we believe markets work). It
therefore simply focuses on generating current income, dividend income, to generate the returns to its
ownership. If the privately held ownership is a family, the family may also place a great emphasis on
the ability to sustain those earnings over time while maintaining a slower rate of growth which can be
managed by the family itself.
Separation of Ownership and Management.
Why is this separation so critical to the understanding
of how businesses are structured and led?
The field of
is the study of how shareholders can motivate management to accept the
prescriptions of the shareholder wealth maximization (SWM) model. For example, liberal use of
stock options should encourage management to think like shareholders. Whether these inducements
succeed is open to debate. However, if management deviates too much from SWM objectives of
working to maximize the returns to the shareholders—the board of directors should replace them.
In cases where the board is too weak or ingrown to take this action, the discipline of the equity