Sample of FEN Educator

FEN Educator: Courses, Cases, and Teaching Abstracts
Vol. 9, No. 3: July 27, 2004

Publisher: FEN Subject Matter Journals, a division of Social Science Electronic Publishing, Inc. (SSEP)
and Social Science Research Network (SSRN)

Editors:

ROBERT F. BRUNER
Distinguished Professor of Business Administration, University of Virginia
brunerr@darden.virginia.edu

PETER TUFANO
Sylvan C. Coleman Professor of Financial Management; Senior Associate Dean, Harvard University, and National Bureau of Economic Research (NBER)
ptufano@hbs.edu

KENT L. WOMACK
Associate Professor, The Tuck School of Business, Dartmouth College
kent.womack@dartmouth.edu

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Table of Contents

"Hershey Foods Corporation: Bitter Times in a Sweet Place"
KENNETH M. EADES, University of Virginia, Darden Graduate School of Business Administration
SAMUEL C. WEAVER, Lehigh University - Department of Finance
SEAN CARR, Independent
GUSTAVO RODRIGUEZ, Alcoa

"International Rivers Network and the Bujagali Dam Project (A&B)"
BENJAMIN C. ESTY, Harvard University, Finance Unit

"CalPERS vs. Mercury News: Disclosure comes to Private Equity"
SUSAN J. CHAPLINSKY, University of Virginia, Darden Graduate School of Business Administration
SUSAN E. PERRY, University of Virginia, McIntire School of Commerce

TOPICAL SUMMARIES POSSIBLY OF INTEREST TO FINANCE PROFESSORS

"Moral Hazard and the Initial Public Offering"
Cardozo Law Review, Vol. 25, Winter 2004
CHRISTINE HURT, Marquette University Law School

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Case and Teaching Paper Abstracts
"Hershey Foods Corporation: Bitter Times in a Sweet Place"

BY: KENNETH M. EADES, University of Virginia, Darden Graduate School of Business Administration
SAMUEL C. WEAVER, Lehigh University - Department of Finance
SEAN CARR, Independent
GUSTAVO RODRIGUEZ, Alcoa

Document: Available from the SSRN Electronic Paper Collection:
http://papers.ssrn.com/paper.taf?abstract_id=568321

Paper ID: Darden Case No.: UVA-F-1409-SSRN
Date: 2004

Contact: KENNETH M. EADES
Email: EADESK@DARDEN.GBUS.VIRGINIA.EDU
Postal: University of Virginia
Darden Graduate School of Business Administration
Box 6550
Charlottesville, VA 22906-6550 UNITED STATES
Phone: 434-924-4825
Fax: 434-924-0714

Co-Auth: SAMUEL C. WEAVER
Email: SCW0@LEHIGH.EDU
Postal: Lehigh University - Department of Finance
621 Taylor Street
Bethlehem, PA 18015 UNITED STATES

Co-Auth: SEAN CARR
Email: SeanDavidCarr@aol.com
Postal: Independent
No Address Available

Co-Auth: GUSTAVO RODRIGUEZ
Email: Gustavo.Rodriguez@alcoa.com
Postal: Alcoa
No Address Available

NOTE: This is a multimedia product. The student CD includes a pdf copy of the case, an Excel spreadsheet and two videos that introduce the case. In addition to the student materials, the instructor CD contains a pdf copy of the teaching note, menu accessible pdf copies of each individual case and teaching note exhibit, an instructor's spreadsheet, and 10 video interviews that highlight both sides of the debate. The teaching note outlines example teaching plans for one and two-class experiences with the case.

REQUESTS FOR CASE COPIES:
Bona fide instructors may receive a complementary copy of the instructor CD by writing to Darden Educational Materials Services at the E-mail address below, and mention FEN.

E-Mail: dardencases@virginia.edu
Phone: (434) 982-2192

ABSTRACT:

SUBJECT AREAS: corporate governance; agency theory; mergers and acquisitions; corporate valuation; synergies

CASE SETTING: 2002; USA

In early 2002, the Hershey Trust board decided to diversify its investments by selling its controlling interest in Hershey Foods, which effectively put Hershey Foods up for sale. The announcement prompted the residents of Hershey, Pennsylvania, the state attorney general, legislators, and current and former Hershey employees into action to stop the sale and preserve their beloved American institution and the principles on which Milton Hershey had built his company. In the midst of this intense public pressure, the 17 board members are faced with evaluating competing bids for Hershey Foods from Nestle-Cadbury Schweppes and the Wm. Wrigley Jr. Company. The case places the student in the position of accessing how the Trust board should carry out its primary objective of sustaining the Milton Hershey School, which was providing free educations for 1,300 students who were in "financial and social need". If diversifying its endowment by selling its disproportionate position in Hershey Foods is prudent, then which, if any, offer should the board accept for the company?

The objectives of this case are to allow students to:

Explore the unusual corporate governance and ownership issues affecting a company with a long history of community involvement
Compare the Discounted Cash Flow (DCF) method with industry comparables as a means for valuing a company
Use the DCF methodology to assess the impact of assumed synergies on firm valuation by bidding companies
Examine the complexities of international mergers and acquisitions, and highlight the importance of stakeholder interests in corporate decision-making.

"International Rivers Network and the Bujagali Dam Project (A&B)"

BY: BENJAMIN C. ESTY
Harvard University, Finance Unit

Paper ID: HBS Publishing Case Nos.: A Case: 204-083
B Case: 204-139
Teaching Note: 5-204-115

Contact: BENJAMIN C. ESTY
Email: besty@hbs.edu
Postal: Harvard University
Finance Unit
Boston, MA 02163 UNITED STATES
Phone: 617-495-6159
Fax: 617-496-6592

Request for Copies: Ben Esty via e-mail

ABSTRACT:

SUBJECT AREAS: business ethics, project finance, international investment, emerging markets, capital investment

Despite persistent opposition from various non-governmental organizations (NGOs), the World Bank Group's (WBG) board of directors was planning to vote on whether its affiliate organization, the Multilateral Investment Guarantee Agency (MIGA), would approve a $250 million loan guarantee for the Bujagali Dam project. Without the loan guarantee, the project company, AES Nile Power (AESNP), would not be able to raise the capital needed to finance the $582 million hydropower project located on Uganda's Nile River.

International Rivers Network (IRN), a U.S.-based environmental NGO had been campaigning for over three years to stop the project because it felt the project economics unreasonably favored the sponsors, the project entailed significant environmental and social risks, and the investment process set a bad precedent for private investment in Africa. IRN, in conjunction with local NGOs, had delayed but not stopped the project. As of early June 2002, IRN campaigners wondered what else they could do to improve the terms of the deal for local citizens, enhance the debate about the investment process and the environmental impact, or stop the project.

This case is appropriate for courses on international finance, business ethics, economic development, general management, and negotiations. It is written from the perspective of an NGO and can be used to:

Illustrate the potential impact large infrastructure projects can have on host nations across a wide range of dimensions (e.g., financial, social, environmental, etc.).
Analyze the roles and responsibilities of various parties in developing socially, environmentally, and economically responsible projects. Which party has (or parties have) the responsibility for protecting the interests and economic well being of local citizens?
Understand the roles played by NGOs. To what extent do NGOs, especially foreign-based NGOs, have legitimacy (do they have the right to critique a domestic project that may provide badly needed services such as power)?
Show how infrastructure investments can be viewed as development options - the opportunity cost of overinvestment can be very substantial.
Question whether large infrastructure projects with private participation should proceed under different rules and procedures from public-sector projects (i.e., should there be equal or greater transparency, additional reviews and assessments, incremental disclosures, etc.).

"CalPERS vs. Mercury News: Disclosure comes to Private Equity"

BY: SUSAN J. CHAPLINSKY
University of Virginia, Darden Graduate School of Business Administration
SUSAN E. PERRY
University of Virginia, McIntire School of Commerce

Document: Available from the SSRN Electronic Paper Collection:
http://papers.ssrn.com/paper.taf?abstract_id=567525

Paper ID: Darden Case No.: UVA-F-1438-SSRN
Date: 2004

Contact: SUSAN J. CHAPLINSKY
Email: CHAPLINSKYS@VIRGINIA.EDU
Postal: University of Virginia
Darden Graduate School of Business Administration
Box 6550
Charlottesville, VA 22906-6550 UNITED STATES
Phone: 434-924-4810
Fax: 434-243-7676

Co-Auth: SUSAN E. PERRY
Email: sep4v@virginia.edu
Postal: University of Virginia
McIntire School of Commerce
Monroe Hall, Room 233
P.O. Box 400173
Charlottesville, VA 22904-4173 UNITED STATES

Note: A Teaching Note containing suggestions for bona fide instructors is available from Darden Cases.

Paper Requests:
To receive a free copy of this case and teaching note through email as a pdf file attachment, write to Darden Educational Materials Services at the E-mail address below, and mention FEN.

E-Mail: dardencases@virginia.edu
Phone: 800-246-3367

ABSTRACT:

SUBJECT AREAS: private equity; valuation; investment performance; venture capital

CASE SETTING: 2003; US

Throughout the 1990s, institutional investors increased their investment in private-equity funds. As the industry grew in prominence so did the pressure for private-equity funds to publicly disclose information on portfolio performance. General partners opposed to disclosure argued that privacy issues, the difficulty of understanding the "J-curve" dynamics of private-equity investing, and the uncertainties of valuation justified keeping return information private. The San Jose Mercury News argued that investors who had knowingly raised funds from entities with public reporting responsibilities, such as state employee pension plans, could not now reasonably argue that those providing the funds would be unable to understand the results. This controversy culminated with a California state court ruling in November 2002, requiring the California Public Employees' Retirement Systems (CalPERS) to publicly report its returns on private-equity investments.

CalPERS vs. Mercury News: Disclosure comes to Private Equity examines the controversy surrounding the disclosure of private equity returns mandated by this court decision. It includes discussion of the reaction of general and limited partners, as well as the issues surrounding the sizeable amounts of pension money invested in alternative investments. The CalPERS decision dovetailed with efforts by the Association for Investment Management and Research (AIMR), British and European Venture Capital Associations to reach greater agreement on disclosure standards in reporting the results of private-equity investments. The case details one set of standards, AIMR's Global Investment Performance Standards (GIPS), adopted on December 1, 2003 and effective January 1, 2005. Students are asked to calculate the proposed metrics for a typical fund and assess their usefulness to a prospective investor. More broadly, the case addresses the type of information necessary to properly benchmark private-equity returns and the consequences of that type of disclosure to the industry at large.

We use this case in an MBA elective entitled Entrepreneurial Finance and Private Equity. Before the teaching of this case, our students have had some basic exposure to the structure and division of returns between limited and general partners and some of the terminology associated with private-equity. This would include terminology such as paid-in capital, distributions, and internal rates of return. They also have had some exposure to the industry norms around management fees and carried interest.

The case can be used to allow students to:

Evaluate the proper balance of information among parties with potentially differing interests: LPs, GPs, and the "public".
Understand the kind of information necessary for the proper benchmarking of private-equity returns.
Discuss the tension that transparency creates between better information and a fund's ability to earn superior returns.
Better understand what agreement exists around valuation standards in the industry and the norms for marking invested assets up or down.
Calculate and assess the usefulness of the proposed new GIPS performance metrics, Since Inception IRR, DPI, RVPI and TVPI, for a buyout fund.

Suggested Questions for Advance Preparation

What information will funds be asked to report and disclose under GIPS?
Do the recommended GIPS disclosures go too far? Not far enough? What do you see as the strengths and weaknesses of the new standards?
Calculate the Since Inception IRR, DPI, RVPI and TVPI for the Keswick Buyout Fund I in Exhibit 4. How do you assess the performance of Keswick Fund I? Assume you are a prospective investor for the new buyout fund about to be launched by Keswick Partners. Would you invest in Keswick Buyout Fund II?
How does the type of disclosure provided by CalPERS compare with the information in Exhibit 4? How do you believe CalPERS has performed in its private-equity investments?
What do you believe the overall impact of the GIPS standards will be on private-equity investment in the future?

Topical Summaries Possibly of Interest to Finance Professors

"Moral Hazard and the Initial Public Offering"
Cardozo Law Review, Vol. 25, Winter 2004

BY: CHRISTINE HURT
Marquette University Law School

Document: Available from the SSRN Electronic Paper Collection:
http://papers.ssrn.com/paper.taf?abstract_id=555887

Contact: CHRISTINE HURT
Email: christine.hurt@marquette.edu
Postal: Marquette University Law School
Milwaukee, WI 53201 UNITED STATES
Phone: 414-288-3250
Fax: 414-288-6403

ABSTRACT:
Although intense scrutiny has been focused recently on investment banks, initial public offerings, research analysts, and market makers, regulatory reforms have stopped short at criticizing wholesale the initial public offering process in the United States. This paper argues that the bookbuilding process, the almost exclusive method of distributing IPO shares in the U.S., is the root cause of the abuses that occurred in the IPO market in the 1999-2000 bubble. Although investors have tended to view an IPO led by a Wall Street firm as an attractive product with a trusted brand name attached, these firms were taking issuers with questionable potential to the market, gleaning profits for their cronies and customers, then leaving the retail investors to sell their shares after the market reached equilibrium below the original IPO share price. To place the customary practices of the IPO industry in context, this paper compares the legal practices of Wall Street investment banks that restrict supply and create artificial demand to illegal pump-and-dump schemes conducted by fly-by-night brokerage houses.

In the bookbuilding process, agency problems and conflicts of interest abound between and among the participants, including the underwriter, the issuer, the founders, the institutional investors, the analysts, and the retail investors. The moral hazard created by these agency problems results in the underwriter manipulating the IPO market for the purpose of benefiting regular customers and potential investment banking clients. The most extreme abuses involve underwriters allocating IPO shares in return for outrageously excessive commissions. In addition, the founders' own self-interest causes them to manipulate the IPO market for the benefit of themselves, their relatives and friends, and the company's potential allies.

To improve the IPO process in the U.S., regulatory institutions should abolish the bookbuilding system in favor of more transparent, democratic processes, such as the Internet auction. The Google IPO will utilize a Dutch auction system and represents an issuer-led sea change in the IPO process. However, few, if any, issuers have the market power of Google to negotiate with investment banks to change the traditional IPO process. Without regulatory reform, the bookbuilding process, which benefits the investment banks to the detriment of the retail investor, will continue to dominate the U.S. IPO market.

JEL Classification: D44, G14, G24, K22

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FEN EDUCATOR: COURSES, CASES & TEACHING

FRANKLIN ALLEN
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MICHAEL J. BARCLAY
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GEERT BEKAERT
Leon G. Cooperman Professor of Finance and Economics, Columbia Business School, Columbia University

MICHAEL H. BRADLEY
F.M. Kirby Professor of Investment Banking, Fuqua School of Business, Duke University

SUSAN J. CHAPLINSKY
Associate Professor of Business Administration, Colgate Darden Graduate School of Business Administration, University of Virginia

HARRY DEANGELO
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LINDA DEANGELO
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PricewaterhouseCoopers

KEVIN J. MURPHY
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