I. Value 2. Present Value and the
they not have wider obligations to their employees, customers, suppliers, and the
communities in which the firm is located?
8
Most of this book is devoted to financial policies that increase a firm’s value.
None of these policies requires gallops over the weak and helpless. In most in-
stances there is little conflict between doing well (maximizing value) and doing
good. Profitable firms are those with satisfied customers and loyal employees;
firms with dissatisfied customers and a disgruntled workforce are more likely to
have declining profits and a low share price.
Of course, ethical issues do arise in business as in other walks of life, and there-
fore when we say that the objective of the firm is to maximize shareholder wealth,
we do not mean that anything goes. In part, the law deters managers from making
blatantly dishonest decisions, but most managers are not simply concerned with
observing the letter of the law or with keeping to written contracts. In business and
finance, as in other day-to-day affairs, there are unwritten, implicit rules of behav-
ior. To work efficiently together, we need to trust each other. Thus huge financial
deals are regularly completed on a handshake, and each side knows that the other
will not renege later if things turn sour.
9
Whenever anything happens to weaken
this trust, we are all a little worse off.
10
In many financial transactions, one party has more information than the other.
It can be difficult to be sure of the quality of the asset or service that you are buy-
ing. This opens up plenty of opportunities for financial sharp practice and outright
fraud, and, because the activities of scoundrels are more entertaining than those of
honest people, airport bookstores are packed with accounts of financial fraudsters.
The response of honest firms is to distinguish themselves by building long-term
relationships with their customers and establishing a name for fair dealing and fi-
nancial integrity. Major banks and securities firms know that their most valuable
asset is their reputation. They emphasize their long history and responsible be-
havior. When something happens to undermine that reputation, the costs can be
enormous.
Consider the Salomon Brothers bidding scandal in 1991.
11
A Salomon trader
tried to evade rules limiting the firm’s participation in auctions of U.S. Treasury
bonds by submitting bids in the names of the company’s customers without the
customers’ knowledge. When this was discovered, Salomon settled the case by
paying almost $200 million in fines and establishing a $100 million fund for pay-
ments of claims from civil lawsuits. Yet the value of Salomon Brothers stock fell by
24 PART I
Value
8
Some managers, anxious not to offend any group of stakeholders, have denied that they are maximiz-
ing profits or value. We are reminded of a survey of businesspeople that inquired whether they at-
tempted to maximize profits. They indignantly rejected the notion, objecting that their responsibilities
went far beyond the narrow, selfish profit motive. But when the question was reformulated and they
were asked whether they could increase profits by raising or lowering their selling price, they replied
that neither change would do so. The survey is cited in G. J. Stigler, The Theory of Price, 3rd ed. (New
York: Macmillan Company, 1966).
9
In U.S. law, a contract can be valid even if it is not written down. Of course documentation is prudent,
but contracts are enforced if it can be shown that the parties reached a clear understanding and agree-
ment. For example, in 1984, the top management of Getty Oil gave verbal agreement to a merger offer
with Pennzoil. Then Texaco arrived with a higher bid and won the prize. Pennzoil sued—and won—
arguing that Texaco had broken up a valid contract.
10
For a discussion of this issue, see A. Schleifer and L. H. Summers, “Breach of Trust in Corporate
Takeovers,” Corporate Takeovers: Causes and Consequences (Chicago: University of Chicago Press, 1988).
11
This discussion is based on Clifford W. Smith, Jr., “Economics and Ethics: The Case of Salomon Broth-
ers,” Journal of Applied Corporate Finance 5 (Summer 1992), pp. 23–28.