
Explore conflicts of interest and agency problems in equity and debt, and examine how Belgian firms and private equity syndicates structure governance to reduce these tensions.
Explore how shareholders control managers through equity, boards, and market pressure, and how agency problems arise from moral hazard, adverse selection, and information asymmetry.
Analyze agency problems of equity when managers are not shareholders, highlighting empire building, negative NPV projects, and theories on firm size, free cash flow, debt discipline, and hubris.
Strengthen governance by appointing independent board members and independent internal and external auditors to safeguard controls and reporting. Adopt conflict-of-interest registries and clear gift rules to prevent improper influence.
Design compensation plans with variable bonuses and stock options to attract competent managers and align incentives with shareholders, reducing moral hazard and agency problems.
Explore how employee stock options align managers' incentives with shareholders through vesting periods and option exercise, while noting dilution risks and potential short-term incentives.
Monitor management actions in developed markets through the market for corporate control, which disciplines executives via potential takeovers when decisions fail to maximize value for shareholders.
illustrates a conceptual model of corporate governance mechanisms and their impact on performance, detailing contracting, monitoring, incentives, and regulatory and external audit roles.
An overinvestment problem arises when a distressed company with liquidity risk undertakes a project with an NPV of minus 20, hoping a 10% probability of 90 cash flow saves the firm.
Avoiding positive npv projects characterizes the underinvestment problem, as debt holders capture the benefits in distress, leaving shareholders with little or nothing.
Explore how debt contracts mitigate agency problems in corporate governance by collateralizing assets to curb overinvestment, examine underinvestment risk and the repetition effect of reputation and trust.
Compare agency theory with stewardship, market failure, transaction cost economics, stakeholder, and legitimacy theories to understand how firms align interests, reduce costs, and fulfill social contracts.
AB InBev 2018 annual report demonstrates how governance mitigates agency problems through transparency, compliance, independent audit, dashboards, and diverse governance committees, while prioritizing stakeholders and sustainable growth.
Analyze how a Belgian supermarket group's annual report links sustainability and green finance to governance, detailing board independence, remuneration, risk management, and internal controls to align incentives and shareholder value.
Explore private equity and buyouts, including venture capital and management buyouts, and how hands-on investors use leverage and board involvement to create value and address agency problems.
Examine motives for syndication in private equity buyouts: risk diversification, the resource-based motive, and deal-flow generation, plus competition reduction.
Explore how lead financiers structure buyout syndicates to balance syndication costs and risk sharing, with equity stakes, adverse selection, and moral hazard shaping monitoring and performance.
Assess how private equity buyouts impact target performance using regression on profitability over sales and syndication-related agency problems, noting no clear lasting positive effects.
This course makes students familiar with agency problems of equity (i.e. conflicts of interest between shareholders and insider managers) as well as agency problems of debt (i.e. conflicts of interest between stockholders and bondholders). Not only the problems are highlighted but also useful solutions to circumvent these conflicts of interests. Hence, the lecturer discusses management compensation tools, such as employee stock options. This course also includes a few case studies highlighting how listed firms report to their shareholders thereby indicating that they do not have any conflicts of interest. As agency problems are only one type of firm theories, the course further focusses on other theories of the firm, such as the stewardship theory and the prospect theory. Finally, a deep dive is done in the private equity industry. There, private equity investors often syndicate (i.e. a group of private equity investors) but the lead financier needs to structure the syndicate in such a manner that conflicts of interests are minimised. This can be done by taking a higher equity stake in order to reduce moral hazard problems but also to signal the quality of the target firm (i.e. an adverse selection problem). If this is done properly, the impact on target performance is beneficial.