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    Corporate Financial Policy

    Semester A 2012-13City University of Hong Kong

    AC4331 Week 11

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    1. Financial Management : Core Principles and Applications, 3rd Edition

    Ross Westerfield Faffe and Jordan (2011)

    2. Financial Management, 3rd Edition Megginson, Smart , Graham (2010)

    Topic 10

    .

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    1-2

    Introduction to Financial Management

    Free Cash Flow

    Financial Planning and Forecasting

    Financial Assets and Time Value of Money

    Risk and Return Bond and Stock Valuation

    Cost of Capital

    Cash Flow Estimation and Risk Analysis

    Capital Structure and Leverage

    Treasury and Valuation

    Enterprise Risk Management Dividends and Share Repurchase Merger and Acquisitions

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    Extra Ref:Financial Management, Theory and Practice, 12eEugene and

    Brigham

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    Distributions to shareholders

    Chapter 16

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    Chapter 16

    Investor Preferences onDividends

    Signaling Effects Residual Dividend Model Dividend Reinvestment Plans Stock Repurchases Stock Dividends and Stock Splits

    16-5

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    The decision to pay out earnings versusretaining and reinvesting them.

    Dividend policy includes

    High or low dividend payout? Stable or irregular dividends?

    How frequent to pay dividends?

    Announce the policy?

    16-6

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    Investors are indifferent between dividendsand retention-generated capital gains.

    Investors can create their own dividend

    policy If they want cash, they can sell stock.

    If they dont want cash, they can use dividends tobuy stock.

    Proposed by Modigliani and Miller and basedon unrealistic assumptions (no taxes orbrokerage costs), hence may not be true.Need an empirical test.

    16-7

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    May think dividends are less risky thanpotential future capital gains.

    If so, investors would value high-payout

    firms more highly, i.e., a high payout wouldresult in a high P0.

    16-8

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    May want to avoid transactions costs Maximum tax rate is the same as on

    dividends, but Taxes on dividends are due in the year they are

    received, while taxes on capital gains are duewhenever the stock is sold.

    If an investor holds a stock until his/her death,beneficiaries can use the date of the death as the

    cost basis and escape all previously accrued capitalgains.

    16-9

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    Investors view dividend increases as signalsof managements view of the future. Since managers hate to cut dividends, they wont

    raise dividends unless they think the raise issustainable.

    However, a stock price increase at time of adividend increase could reflect higherexpectations for future EPS, not a desire fordividends.

    16-10

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    Different groups of investors, or clienteles,prefer different dividend policies.

    Firms past dividend policy determines its

    current clientele of investors. Clientele effects impede changing dividend

    policy. Taxes and brokerage costs hurtinvestors who have to switch companies.

    16-11

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    Find the retained earnings needed for thecapital budget.

    Pay out any leftover earnings (the residual) as

    dividends. This policy minimizes flotation and equity

    signaling costs, hence minimizes the WACC.

    16-12

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    budget

    capital

    Total

    ratio

    equity

    Target

    IncomeNetDividends

    16-13

    Capital budget $800,000 Target capital structure 40% debt, 60%

    equity

    Forecasted net income $600,000

    How much of the forecasted net incomeshould be paid out as dividends?

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    For a given firm, the optimal payout ratio isa function of four factors: Investors preferences for dividends versus

    capital gains

    The firms investment opportunities Its target capital structure

    The availability and cost of external capital

    The last three elements are combined inwhat we call the residual dividend model

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    Using the Residual Model to Calculate

    Dividends Paid

    Dividends = .Net

    incomeTargetequityratio

    Totalcapitalbudget[ ]))((

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    Capital budget: $800,000. Given.

    Target capital structure: 40% debt, 60%equity. Want to maintain.

    Forecasted net income: $600,000.

    How much of the $600,000 should wepay out as dividends?

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    17

    NI = $400,000: Need $480,000 of

    equity, so should retain the whole$400,000. Dividends = 0.

    NI = $800,000: Dividends = $800,000- $480,000 = $320,000. Payout =

    $320,000/$800,000 = 40%.

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    If NI = $400,000

    Dividends = $400,000 (0.6)($800,000) =-$80,000.

    Since the dividend results in a negative number,the firm must use all of its net income to fund itsbudget, and probably should issue equity tomaintain its target capital structure.

    Payout = $0/$400,000 = 0%.

    If NI = $800,000

    Dividends = $800,000 (0.6)($800,000) =$320,000.

    Payout = $320,000/$800,000 = 40%.

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    Of the $800,000 capital budget, 0.6($800,000) = $480,000 mustbe equity to keep at target capital structure. [0.4($800,000) =$320,000 will be debt.]

    With $600,000 of net income, the residual is $600,000 -

    $480,000 = $120,000 = dividends paid.Payout ratio = $120,000/$600,000

    = 0.20 = 20%.

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    Calculate portion of capital budget to befunded by equity. Of the $800,000 capital budget, 0.6($800,000) =

    $480,000 will be funded with equity.

    Calculate excess or need for equity capital. There will be $600,000 $480,000 = $120,000

    left over to pay as dividends.

    Calculate dividend payout ratio. $120,000/$600,000 = 0.20 = 20%.

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    Fewer good investments would lead tosmaller capital budget, hence to a higherdividend payout.

    More good investments would lead to alower dividend payout.

    16-21

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    Advantage Minimizes new stock issues and flotation costs.

    Disadvantages

    Results in variable dividends Sends conflicting signals

    Increases risk

    Doesnt appeal to any specific clientele.

    Conclusion Consider residual policy whensetting long-term target payout, but dontfollow it rigidly from year to year.

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    Shareholders can automatically reinvest theirdividends in shares of the companyscommon stock. Get more stock than cash.

    There are two types of plans: Open market

    New stock

    16-23

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    Dollars to be reinvested are turned over totrustee, who buys shares on the openmarket.

    Brokerage costs are reduced by volumepurchases.

    Convenient, easy way to invest, thus usefulfor investors.

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    Firm issues new stock to DRIP enrollees(usually at a discount from the market price),keeps money and uses it to buy assets.

    Firms that need new equity capital use newstock plans.

    Firms with no need for new equity capital useopen market purchase plans.

    Most NYSE listed companies have a DRIP.Useful for investors.

    16-25

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    Forecast capital needs over a planninghorizon, often 5 years.

    Set a target capital structure.

    Estimate annual equity needs. Set target payout based on the residual

    model.

    Generally, some dividend growth rate

    emerges. Maintain target growth rate ifpossible, varying capital structure somewhatif necessary.

    16-26

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    Buying own stock back from stockholders Reasons for repurchases:

    As an alternative to distributing cash as dividends. To dispose of one-time cash from an asset sale. To make a large capital structure change.

    16-27

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    Stockholders can tender or not.

    Helps avoid setting a high dividend thatcannot be maintained.

    Repurchased stock can be used in takeoversor resold to raise cash as needed.

    Income received is capital gains rather thanhigher-taxed dividends.

    Stockholders may take as a positivesignalmanagement thinks stock isundervalued.

    16-28

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    May be viewed as a negative signal (firm haspoor investment opportunities).

    IRS could impose penalties if repurchases

    were primarily to avoid taxes on dividends. Selling stockholders may not be well

    informed, hence be treated unfairly.

    Firm may have to bid up price to complete

    purchase, thus paying too much for its ownstock.

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    Stock dividend: Firm issues new shares inlieu of paying a cash dividend. If 10%, get 10shares for each 100 shares owned.

    Stock split: Firm increases the number ofshares outstanding, say 2:1. Sendsshareholders more shares.

    16-30

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    Both stock dividends and stock splitsincrease the number of shares outstanding,so the pie is divided into smaller pieces.

    Unless the stock dividend or split conveysinformation, or is accompanied by anotherevent like higher dividends, the stock pricefalls so as to keep each investors wealth

    unchanged. But splits/stock dividends may get us to an

    optimal price range.

    16-31

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    Theres a widespread belief that the optimalprice range for stocks is $20 to $80. Stocksplits can be used to keep the price in thisoptimal range.

    Stock splits generally occur whenmanagement is confident, so are interpretedas positive signals.

    On average, stocks tend to outperform themarket in the year following a split.

    16-32

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    Eugene textbook

    Questions:16-1, 16-3, 16-5, 16-6

    Problems: 16-1, 16-2,16-3,16-6, 16-9

    33

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    Dividends and Other Payouts

    Supplementary Notes

    for Advanced Learners

    Ref: Ross Westerfield Jaffe Jordan

    Core Principles and Applications

    of Corporate Finance

    Chapter 16

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    Differentiate and explain various dividendtypes and how they are paid

    Grasp and apply the issues surroundingdividend policy decisions

    Comprehend and explain why sharerepurchases are an alternative to dividends

    Distinguish the difference between cash and

    stock dividends

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    16.1 Different Types of Dividends

    16.2 Standard Method of Cash Dividend Payment

    16.3 The Benchmark Case: An Illustration of theIrrelevance of Dividend Policy

    16.4 Repurchase of Stock

    16.5 Personal Taxes, Issuance Costs, and Dividends16.6 Real World Factors Favoring a High-Dividend

    Policy

    16.7 The Clientele Effect: A Resolution of Real WorldFactors?

    16.8 What We Know and Do Not Know About DividendPolicy

    16.9 Stock Dividends and Stock Splits

    Appendix: Supplementary Materials

    36

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    Many companies pay a regular cash dividend. Public companies often pay quarterly.

    Sometimes firms will pay an extra cash dividend.

    The extreme case would be a liquidating dividend.

    Companies will often declare stock dividends. No cash leaves the firm.

    The firm increases the number of shares outstanding.

    Some companies declare a dividend in kind. Wrigleys Gum sends a box of chewing gum. Dundee Crematoria offers shareholders discounted

    cremations.

    37

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    Record DateDate on which company

    determines existing shareholders.

    Ex-Dividend Date - Date that determines

    whether a stockholder is entitled to a dividend

    payment; anyone holding stock immediately

    before this date is entitled to a dividend.

    Cash Dividend - Payment of cash by the firm

    to its shareholders.

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    25 Oct. 1 Nov. 2 Nov. 5 Nov. 7 Dec.

    DeclarationDate Cum-dividend

    Date

    Ex-dividend

    Date

    RecordDate PaymentDate

    Declaration Date: The Board of Directors declares a payment

    of dividends.

    Cum-Dividend Date: Buyer of stock still receives the dividend.

    Ex-Dividend Date: Seller of the stock retains the dividend.

    Record Date: The corporation prepares a list of all individuals

    believed to be stockholders as of 5 November.

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    In a perfect world, the stock price will fall by theamount of the dividend on the ex-dividend date.

    40

    $P

    $P - div

    Ex-

    dividend

    Date

    The price drops

    by the amount ofthe cash

    dividend.

    -t -2 -1 0 +1 +2

    Taxes complicate things a bit. Empirically, the

    price drop is less than the dividend and occurs

    within the first few minutes of the ex-date.

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    A compelling case can be made that dividendpolicyis irrelevant.

    Since investors do not need dividends toconvert shares to cash; they will not pay

    higher prices for firms with higher dividends. In other words, dividend policy will have no

    impact on the value of the firm becauseinvestors can create whatever income streamthey prefer by using homemade dividends.

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    Bianchi Inc. is a $42 stock about to pay a $2 cashdividend.

    Bob Investor owns 80 shares and prefers a $3dividend.

    Bobs homemade dividend strategy: Sell 2 shares ex-dividend

    42

    homemade dividends

    Cash from dividend $160

    Cash from selling stock $80

    Total Cash $240

    Value of Stock Holdings $40 78 =

    $3,120

    $3 Dividend

    $240

    $0

    $240

    $39 80 =

    $3,120

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    True or False: Dividends are irrelevant

    True or False: Dividend policy is irrelevant

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    In the above example, Bob Investor beganwith a total wealth of $3,360:

    44

    share

    42$

    shares80360,3$

    240$

    share

    39$shares80360,3$

    80$160$

    share

    40$shares78360,3$

    After a $3 dividend, his total wealth is still $3,360:

    After a $2 dividend and sale of 2 ex-dividend shares, histotal wealth is still $3,360:

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    Firms should never forgo positive NPVprojects to increase a dividend (or to pay adividend for the first time).

    Recall that one of the assumptions underlying

    the dividend-irrelevance argument is: Theinvestment policy of the firm is set ahead oftime and is not altered by changes individend policy.

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    Instead of declaring cash dividends, firmscan rid themselves of excess cash throughbuying shares of their own stock.

    Recently, share repurchase has become animportant way of distributing earnings toshareholders.

    During the financial crisis of 2007 and 2008

    share repurchases and dividends exceededreported earnings

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    $10=/100,000$1,000,000=Price per share

    100,000=outstandingShares

    1,000,000Value of Firm1,000,000Value of Firm

    1,000,000Equity850,000AssetsOther

    0Debt$150,000Cash

    sheetbalanceOriginalA.

    Equity&LiabilitiesAssets

    Consider a firm that wishes to distribute $100,000 to its

    shareholders.

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    $9=00,000$900,000/1=shareperPrice

    100,000=goutstandinShares

    900,000FirmofValue900,000FirmofValue

    900,000Equity850,000AssetsOther

    0Debt$50,000Cash

    dividendcashshareper$1AfterB.

    Equity&sLiabilitieAssets

    If they distribute the $100,000 as a cash dividend, the balance

    sheet will look like this:

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    Assets Liabilities &Equity

    C. After stock repurchase

    Cash $50,000 Debt 0

    Other Assets 850,000 Equity 900,000

    Value of Firm 900,000 Value of Firm 900,000Shares outstanding= 90,000

    Price pershare = $900,000/ 90,000= $10

    If they distribute the $100,000 through a stock repurchase, the

    balance sheet will look like this:

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    Flexibility for shareholders Keeps stock price higher

    Good for insiders who hold stock options

    As an investment of the firm

    Tax benefits

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    To get the result that dividend policy isirrelevant, we needed three assumptions: No taxes No transactions costs

    No uncertainty In the United States, both cash dividends

    and capital gains are taxed at a maximumrate of 15 percent (at least through 2010).

    Since capital gains can be deferred, the taxrate on dividends is greater than theeffectiverate on capital gains.

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    In a world of personaltaxes, firms should notissue stock to pay a

    dividend. 52

    FirmStock

    Holders

    Cash: stock issue

    Cash: dividends

    Gov.

    Taxes

    Investment Bankers The direct costs ofstock issuance willadd to this effect.

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    The above argument does not necessarilyapply to firms with excess cash.

    Consider a firm that has $1 million in cashafter selecting all available positive NPV

    projects. Select additional capital budgeting projects (by

    assumption, these are negative NPV).

    Acquire other companies

    Purchase financial assets Repurchase shares

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    In the presence of personal taxes:1. A firm should not issue stock to pay a dividend.

    2. Managers have an incentive to seek alternativeuses for funds to reduce dividends.

    3. Though personal taxes mitigate against thepayment of dividends, these taxes are notsufficient to lead firms to eliminate all dividends.

    4. Under current tax law, shareholders generallyprefer a repurchase to a dividend.

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    Desire for Current Income Behavioral Finance

    It forces investors to be disciplined.

    Do investors have sufficient discipline to optimize

    their position?

    Agency Costs High dividends reduce free cash flow.

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    Empirically, stock prices increase afterdividend increase announcements

    Dividend increases are a signal that the firmis expected to do well

    It is the expectation of good times, orinformation content effect, that raises theprice of the stock on dividend increases, notthe increase in the dividend itself

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    Clienteles for various dividend payout policiesare likely to form in the following way:

    57

    Group Stock Type

    High Tax Bracket Individuals

    Low Tax Bracket Individuals

    Tax-Free Institutions

    Corporations

    Zero-to-Low payout

    Low-to-Medium payout

    Medium payout

    High payout

    Once the clienteles have been satisfied, a corporation is unlikely

    to create value bychanging its dividend policy.

    Stated differently, a firm can boost its stock price by paying

    higher dividends only if an unsatisfied clientele exists

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    Stability of dividends is important.Reducing dividends to make funds availablefor capital investment could send incorrectsignals to investors, who might push down

    the stock price.

    Dividend stability has 2 components: How dependable is the growth rate Can we count on at least receiving the current

    dividend in the future

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    Dividends are large in the aggregate Number of companies that pays has declined Many newly listed firms; less likely to pay dividends Tax policies matter; not a major deterrent

    Corporations smooth dividends. Dividends provide information to the market. Firms should follow a sensible dividend policy:

    Dont forgo positive NPV projects just to pay a

    dividend. Avoid issuing stock to pay dividends. Consider share repurchase when there are few better

    uses for the cash.

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    Aggregate payouts are massive and haveincreased over time. Dividends are concentrated among a small

    number of large, mature firms.

    Managers are reluctant to cut dividends. Managers smooth dividends. Stock prices react to unanticipated changes in

    dividends.

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    Pay additional shares of stock instead ofcash

    Increases the number of outstandingshares

    Small stock dividend Less than 20 to 25% If you own 100 shares and the company declared a

    10% stock dividend, you would receive an

    additional 10 shares. Large stock dividend more than 20 to

    25%

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    Stock splits essentially the same as a stockdividend except it is expressed as a ratio For example, a 2 for 1 stock split is the same as a

    100% stock dividend.

    Stock price is reduced when the stock splits. Common explanation for split is to return

    price to a more desirable trading range.

    62

    http://www.stocksplits.net/
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    1. What is Dividend Policy? 2. Do investors prefer High or Low payout?

    Three theories

    3. What is information content or signaling

    hypothesis?

    4. What is a Residual Dividend Model?

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    Its the decision to pay out earnings versusretaining and reinvesting them. Includesthese elements:1. High or low payout?

    2. Stable or irregular dividends?

    3. How frequent?

    4. Do we announce the policy?

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    Dividends are irrelevant: Investors dontcare about payout.

    Bird-in-the-hand: Investors prefer a highpayout.

    Tax preference: Investors prefer a low

    payout, hence growth.

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    Firms value is determined only by its basicearning power and its business risk.

    Investors are indifferent between dividendsand retention-generated capital gains. Ifthey want cash, they can sell stock. If theydont want cash, they can use dividends tobuy stock.

    Modigliani-Miller support irrelevance.

    Theory is based on unrealistic assumptions(no taxes or brokerage costs), hence maynot be true. Need empirical test.

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    Investors think dividends are less riskythan potential future capital gains, hencethey like dividends.

    If so, investors would value high payoutfirms more highly, i.e., a high payoutwould result in a high P0.

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    Retained earnings lead to capital gains,which are taxed at lower rates thandividends: 28% maximum vs. up to

    39.6%. Capital gains taxes are alsodeferred.

    This could cause investors to prefer

    firms with low payouts, i.e., a highpayout results in a low P0.

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    Theory Implication

    Irrelevance Any payout OK

    Bird-in-the-hand Set high payout

    Tax preference Set low payout

    But which, if any, is correct???

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    Stock Price ($)

    Payout50% 100%

    40

    30

    20

    10

    Bird-in-Hand

    Indifference

    Tax preference

    0

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    Cost of equity (%)

    Payout50% 100%

    15

    20

    10

    Tax Preference

    Indifference

    Bird-in-Hand

    0

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    Empirical testing has not been able todetermine which theory, if any, is correct.

    Thus, managers use judgment whensetting policy. Analysis is used, but it must be applied

    with judgment.

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    Managers hate to cut dividends, so wontraise dividends unless they think raise issustainable. So, investors view dividend

    increases as signalsof managements viewof the future.

    Therefore, a stock price increase at time of adividend increase could reflect higherexpectations for future EPS, not a desire fordividends.

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    What are the different types of dividends,and how is a dividend paid? What is the clientele effect, and how does

    it affect dividend policy irrelevance?

    What is the information content ofdividend changes? What are stock dividends, and how do

    they differ from cash dividends?

    How are share repurchases an alternativeto dividends, and why might investorsprefer them?