Corporations face two principal financial decisions. First, what investments should the corporation make? Second, how should it pay for the investments? The first decision is the investment decision; the second is the financing decision.

The stockholders who own the corporation want its managers to maximize its overall value and the current price of its shares. The stockholders can all agree on the goal of value maximization, so long as financial markets give them the flexibility to manage their own savings and investment plans. Of course, the objective of wealth maximization does not justify unethical behavior. Shareholders do not want the maximum possible stock price. They want the maximum honest share price.

How can financial managers increase the value of the firm? Mostly by making good investment decisions. Financing decisions can also add value, and they can surely destroy value if you screw them up. But it's usually the profitability of corporate investments that separates value winners from the rest of the pack.

Investment decisions force a trade-off. The firm can either invest cash or return it to shareholders, for example, as an extra dividend. When the firm invests cash rather than paying it out, shareholders forgo the opportunity to invest it for themselves in financial markets. The return that they are giving up is therefore called the opportunity cost of capital. If the firm's investments can earn a return higher than the opportunity cost of capital, shareholders cheer and stock price increases. If the firm invests at a return lower than the opportunity cost of capital, shareholders boo and stock price falls.

Managers are not endowed with a special value-maximizing gene. They will consider their own personal interests, which creates a potential conflict of interest with outside shareholders. This conflict is called a principal-agent problem. Any loss of value that results is called an agency cost.

Corporate governance helps to align managers' and shareholders' interests, so that managers pay close attention to the value of the firm. For example, managers are appointed by, and sometimes fired by, the board of directors, who are supposed to represent shareholders. The managers are spurred on by incentive schemes, such as grants of stock options, which pay off big only if the stock price increases. If the company performs poorly, it is more likely to be taken over. The takeover typically brings in a fresh management team.

Remember the following three themes, for you will see them again and again throughout this book:
1. Maximizing value.
2. The opportunity cost of capital.
3. The crucial importance of incentives and governance.