個案總覽

State Street Corp. reports a 13% gain in EPS in 2008 amidst a global financial crisis. The stock price declines 59% on the day of the earnings report. This one day decline was exceeded in the prior 12 month period by only one non-bankrupt S&P 500 company. That company was AIG, Inc. which declined 61 % on the day Lehman Brothers declared bankruptcy. While State Street reported $5.0 billion in profits over the 4-year period 2005-2008, the company also sustained $10.0 billion in after tax mark-to-market losses on its "available for sale" investment portfolio and the investment portfolios of its conduits. The question is, how has the firm performed over the past four years? Has it earned $5.0 billion or lost $5.0 billion? Fair value accounting plays a key role in the dilemma. How should a financial services firm measure and report income in the face of disorderly and illiquid markets for its principal assets? The case also examines how management at State Street responded to the deterioration in its capital ratios generated by "fair value" accounting.

The note describes how fair value accounting applies to debt securities that are classified by financial institutions as (1) "trading" securities, (2) "available for sale" securities, or (3) "hold to maturity" securities. It explains the hierarchy for inputs used in valuing Level 1, Level 2 and Level 3 financial assets. Finally, it notes the percentage of assets held by four types of financial institutions that are (a) accounted for at "fair value," (b) the hierarchical categorization of the assets, and (c) the percentage of assets held by each institution category where changes in the fair market value affect that institution's reported income.

In 2005 new legislation was passed by the U.S. Congress, and signed into law by the President, that introduced a number of major amendments to U.S. bankruptcy law, affecting both business and consumer bankruptcies. This legislation, called the Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA), became effective on October 17, 2005. This note summarizes key provisions of the new law that affect business bankruptcy reorganization under Chapter 11 of the U.S. Bankruptcy Code, contrasting these provisions with corresponding provisions in the old law.

The International Monetary Fund was dismissed as almost irrelevant to the global economy, but during the 2008 financial crisis, it returned to center stage, providing financial rescues for developing countries.

The chairman of Taiwan-based Polaris Securities Co. Ltd. (Polaris Securities), announced approval of Polaris' investment plans in Singapore, Vietnam and Abu Dhabi. The chairman's name was known in Taiwan as synonymous with innovation and entrepreneurship. He had experienced great success in launching an information technology strategy and related complementary assets for online stock trading and online transactions. With a prominent performance, the chairman had made Polaris Securities stand out conspicuously in Taiwan's securities market. He also copied Polaris Securities experiences, such as computational finance, trading platform and customer service, to Polaris Securities (Hong Kong) Ltd. (Polaris Securities HK) to expand his business scope. The chairman contemplated whether Polaris Securities and Polaris Securities HK experiences could be duplicated in Singapore, Vietnam and Abu Dhabi.

Washington Mutual issued 6 billion Euro of covered bonds in 2006. The objective of the case is to ask whether these bonds are mispriced in late 2008. The case is set in September 2008, and Washington Mutual is facing considerable distress due to mounting losses on its mortgage portfolio. Following investment bank Lehman Brother's Chapter 11 bankruptcy protection filing in mid September, the price of Washington Mutual's covered bonds has fallen to 75 per 100 of face value. As these bonds are overcollateralized, the case asks students to evaluate the underlying collateral portfolio in the event of liquidation, as well as assessing the likelihood of different outcomes. The case takes place during a period of considerable uncertainty in the global capital markets.

Dennis Kozlowski took over the helm of Tyco International, Ltd. (Tyco) in 1992. By the end of its 2001 fiscal year, Kozlowski's Tyco had made over 100 announced acquisitions with total revenues in excess of $30 billion (Exhibit 1). Kozlowski's strategy, called "growth on growth," fueled Tyco's aggressive approach toward acquisitions and took the company from just over $3 billion of sales in 1992 to $36 billion in 2001. Investors supported Tyco's strategy as evidenced by the tenfold increase in Tyco's stock price over the same period (Exhibit 2). Analysts also lauded Tyco, issuing reports with titles like, "The Proof Is in the Great Numbers! Buy." But was the proof really there? This case describes Tyco Corporation's mergers and acquisitions activity from its founding through the Kozlowski era. In particular, it focuses on accounting practices used in concert with M&A activity that served to manipulate Tyco's earnings. It goes into detail regarding the CIT acquisition.

This case takes an in-depth look at the events and causes leading to the U.S. government bailout of American International Group. Source material includes testimony before Congress, AIG's public disclosures and various news articles. The case tells the history of AIG, its Financial Products division and credit default swaps. The case then highlights several external and internal factors cited by management, experts and the press as having a role in AIG's failure. These factors include AIG's governance, compensation and risk management policies, as well as the roles played by the rating agencies, accounting standards (specifically mark-to-market accounting) and regulation.

In April 2007, the senior vice-president and chief financial officer (CEO) of Crown Investments Corporation of Saskatchewan (CIC) was faced with a challenging decision. CIC was contemplating the sale of 50 per cent interest in a heavy oil upgrader and wanted an assessment of the worth of the company. To obtain a reasonable estimate, the CEO had instructed an independent advisor with industry experience to provide input. In addition to receiving an estimate of value (based on the methods of free cash flow, comparables and precedent transactions), the CEO also had to formulate a strategy for selling off the company.

In November 2006, Alec Berg, a successful hedge fund manager, must decide whether to invest in the initial public offering (IPO) of the Hertz Corporation. The IPO followed a leveraged buyout (LBO) of Hertz that was completed in December 2005 by three prominent private equity firms that had combined to purchase Hertz from the Ford Motor Company for $14.9 billion. The LBO sponsors had borrowed an additional $1 billion on top of the buyout financing to pay themselves a special dividend in June 2006. This loan would be repaid with the IPO proceeds and any remaining proceeds from the IPO would go to the sponsors. The IPO generated widespread criticism with respect to the speed with which the IPO was conducted and the payment of special dividends. In the face of this criticism, the demand for the Hertz IPO weakened, and the offer price was reduced from the initial file price range of $16-$18 to just $15. Berg must assess whether at $15 per share, Hertz offers an attractive investment for this fund. The case provides the necessary information for students to analyze the sponsors' returns on their investment in Hertz and the attractiveness of the $15 offer price to public shareholders. The case also offers an opportunity for students to discuss the controversy surrounding the payment of special dividends and the claim that private equity sponsors invest with a long-term perspective that creates value for the company.

In early September 2008, in the midst of the subprime crisis, a manager with the student-run Darden Capital Management fund, wants to evaluate whether Comerica Incorporated, a regional bank based in Dallas, Texas, is a good candidate for inclusion in his portfolio. He needs to perform a valuation of the bank to assert whether the bank seems to be undervalued by the market or whether a further decline in value might be possible. He must account for all the factors that affect bank valuation, both as related to the bank itself as well as to the current market conditions. The case can be taught to: a) examine the valuation of a bank during turbulent times; b) understand the key accounting statements (balance sheet and income statement) for a bank and how they may differ from those for an industrial company; and c) understand the key value drivers of bank value (metrics for profitability, credit quality, liquidity, and capital).

In November 2006, Alec Berg, a successful hedge fund manager, must decide whether to invest in the initial public offering (IPO) of the Hertz Corporation. The IPO followed a leveraged buyout (LBO) of Hertz that was completed in December 2005 by three prominent private equity firms that had combined to purchase Hertz from the Ford Motor Company for $14.9 billion. The LBO sponsors had borrowed an additional $1 billion on top of the buyout financing to pay themselves a special dividend in June 2006. This loan would be repaid with the IPO proceeds and any remaining proceeds from the IPO would go to the sponsors. The IPO generated widespread criticism with respect to the speed with which the IPO was conducted and the payment of special dividends. In the face of this criticism, the demand for the Hertz IPO weakened, and the offer price was reduced from the initial file price range of $16-$18 to just $15. Berg must assess whether at $15 per share, Hertz offers an attractive investment for this fund. The case provides the necessary information for students to analyze the sponsors' returns on their investment in Hertz and the attractiveness of the $15 offer price to public shareholders. The case also offers an opportunity for students to discuss the controversy surrounding the payment of special dividends and the claim that private equity sponsors invest with a long-term perspective that creates value for the company.

As equity consideration has become more popular in acquisitions, so has the use of the "pricing-protection" mechanisms, such as floors, caps and collars. These contractual devices provide insurance to the shareholders of the target, and may protect the buyer as well. The purpose of this note is to define the main categories of price protection, and explain their impact on the payoffs and value of the deal to the target's shareholders.

This case introduces risk management in the context of corporate lending, one of the bread-and-butter functions of commercial banks. It evokes the cultural tension between the risk function and the business line, which in this organization reverberated long after the decisive votes were cast at the group credit committee. The case further motivates debate on calculative cultures, and the role of model-based risk assessments in decision-making, and underlines the role of judgment in risk decisions. Modeling and judgment carry different weight in different types of risk decisions. While risk models can be relied upon as the key decision-makers in a retail banking environment (e.g. credit card applications), in the case of large credit decisions, their reliability is, generally, low. This is because the key features of the proposals at hand cannot all be condensed into risk metrics; as in these proposals, several "qualitative" issues arise that the decision-maker needs to judge in tandem with the quantitative metrics. The exercise also highlights that model-based risk metrics are themselves judgmental (they reflect the assumptions of the modeler) and that their use must be as much an art as a science. The story has got a temporal dimension: one proposal was current in mid-2006, the other in late 2008, two very different credit environments.

In 2007, HOYA of Japan must decide whether to change its friendly exchange offer for Pentax into a hostile cash tender offer. A surprising sequence of events had caused a friendly merger agreement to fall apart, resulting in a boardroom coup at Pentax and the intervention of the Sparx Group, an indigenous activist Japanese hedge fund. The case raises issues about corporate valuation, corporate governance, shareholder activism, takeover deal tactics, and the Japanese market for corporate control.

HOYA Corporation (B) provides details on the decisions made and the outcome of the situations described in the HOYA Corporation (A) case.

Most companies around the world are controlled by their founding families, including more than half of all public corporations in the U.S. and Europe, and more than two thirds of these in Asia. These companies are the subject of the Financial Management of Family and Closely Held Firms course, an elective MBA course at Harvard Business School. The course introduces students to the unique finance, governance, and management issues faced by family firms, and to the ways in which these issues can be addressed. The course provides students with a framework for analyzing how family ownership, control, and management affect value, and whether and how more value can be created for the various stakeholders in family firms. The course is designed for students who may be involved with these companies in a variety of roles, including those of founders, shareholders, or managers of their own family's firm, as well as those of non-family managers and employees, investors or business partners (e.g., private equity investors), and advisors of various kinds (e.g., Investment bankers, board members, or consultants).

Gary Parr, deputy chairman of Lazard Frères & Co. and Kellogg class of 1980, could not believe his ears. "You can't mean that," he said, reacting to the lowered bid given by Doug Braunstein, JP Morgan head of investment banking, for Parr's client, legendary investment bank Bear Stearns. Less than eighteen months after trading at an all-time high of $172.61 a share, Bear now had little choice but to accept Morgan's humiliating $2-per-share, Federal Reserve-sanctioned bailout offer. "I'll have to get back to you." Hanging up the phone, Parr leaned back and gave an exhausted sigh. Rumors had swirled around Bear ever since two of its hedge funds imploded as a result of the subprime housing crisis, but time and again, the scrappy Bear appeared to have weathered the storm. Parr's efforts to find a capital infusion for the bank had resulted in lengthy discussions and marathon due diligence sessions, but one after another, potential investors had backed away, scared off in part by Bear's sizable mortgage holdings at a time when every bank on Wall Street was reducing its positions and taking massive write-downs in the asset class. In the past week, those rumors had reached a fever pitch, with financial analysts openly questioning Bear's ability to continue operations and its clients running for the exits. Now Sunday afternoon, it had already been a long weekend, and it would almost certainly be a long night, as the Fed-backed bailout of Bear would require onerous negotiations before Monday's market open. By morning, the eighty-five-year-old investment bank, which had survived the Great Depression, the savings and loan crisis, and the dot-com implosion, would cease to exist as an independent firm. Pausing briefly before calling CEO Alan Schwartz and the rest of Bear's board, Parr allowed himself a moment of reflection. How had it all happened?

In recent years Lehman Brothers, one of the five largest investment banks in the United States, had grown increasingly reliant on its fixed income trading and underwriting division, which served as the primary engine for its strong profit growth. The bank had also significantly increased its leverage over the same timeframe, going from a debt-to-equity ratio of 23.7x in 2003 to 35.2x in 2007. As leverage increased, the ongoing erosion of the mortgage-backed industry began to impact Lehman significantly and its stock price plummeted. Unfortunately, public outcry over taxpayer assumption of $29 billion in potential Bear losses made repeating such a move politically untenable. The surreal scene of potential buyers traipsing into an investment bank's headquarters over the weekend to consider various merger or spin-out scenarios repeated itself once again. This time, the Fed refused to back the failing bank's liabilities, attempting instead to play last-minute suitors Bank of America, HSBC, Nomura Securities, and Barclay's off each other, jawboning them by arguing that failing to step up to save Lehman would cause devastating counterparty runs on their own capital positions. The Fed's desperate attempts to arrange its second rescue of a major U.S. investment bank in six months failed when it refused to backstop losses from Lehman's toxic mortgage holdings. Complicating matters was Lehman's reliance on short-term repo loans to finance its balance sheet. Unfortunately, such loans required constant renewal by counterparties, who had grown increasingly nervous that Lehman would lose the ability to make good on its trades. With this sentiment swirling around Wall Street, Lehman was forced to announce the largest Chapter 11 filing in U.S. history, listing assets of $639 billion and liabilities of $768 billion. The second domino had fallen. It would not be the last.

UBS, a global financial services company, must decide whether to continue to support the market for Auction Rate Securities in the face of a growing financial crisis. These instruments, underwritten by UBS, were marketed to clients as highly liquid and safe alternatives to cash. UBS' decision becomes urgent when Citigroup, another leading underwriter of ARS, decides to let their auctions fail, leaving clients with illiquid assets of uncertain value. The case explores theoretical and practical aspects of liquidity risk, and challenges students to evaluate the benefits of honoring implicit commitments to customers against the costs of acquiring billions of dollars in illiquid assets. The (B) and (C) cases consider the implications of UBS decision.