Managerial conservatism, project choice, and debt

We show that the incentive for managers to build their reputationsdistorts firms' investment policies in favor of relatively safeprojects, thereby aligning managers' interests with those ofbondholders, even though managers are hired and fired by shareholders.Tbis effect opposes the familiar agency problem of risky debtthat is imperfectly covenant-protected, wherein shareholdersare tempted to favor excessively risk projects in order to expropriatebondholders. Consequently, when managerial concern for reputationresults in conservatism, it can actually make shareholders betteroff ex ante by allowing the firm to issue more debt. We examinehow the optimal choice of leverage from the shareholders' standpointis influenced by takeover activity, and how the adoption ofantitakeover measures affects a firm's investment policy andleverage choice.