A theory of acquisition markets: mergers versus tender offers, and golden parachutes

We develop a model of the acquisition market in which the acquirerhas a choice between two takeover mechanisms: mergers and tenderoffers. A merger is modeled as a bargaining game between theacquiring and target firms; whereas a tender offer is modeledas an auction in which bidders arrive sequentially an competefor the target. At any stage of the bargaining game the acquiringfirm can stop negotiating and make a tender offer. In equilibrium,there is a unique level of synergy gains below which the acquiringfirm makes only a merger attempt as it expects to lose in thecompetition resulting from a tender offer. For synergy gainsabove this level, tender offers can occur. However, to get tenderoffers, target shareholders must give their managers gold parachutesthat give higher payoffs in tender offers than in mergers.     

The design of internal control and capital structure

We study the design of internal control and capital structure.We pose the question, When is control allocated only to shareholdersand when is it allocated to other stakeholders, such as debtholders,or the management team? We show that shareholders (debtholders)get control when the firm's cash flow is relatively sensitive(insensitive) to managerial effort. Our theory implies thatthe signs of the correlations between endogenous variables whenshareholders have absolute control are reversed when debtholdershave veto power. In particular, debt level and firm value arenegatively (positively) correlated when debtholders have vetopower (shareholders have absolute control).     

Optimal bankruptcy laws across different economic systems

We model fundamental differences across economic systems andpropose optimal bankruptcy laws. We show that creditor-debtorrelationships in a given economy are affected by the abilityof creditors to obtain information about fundamentals and themanagers' ability to strategically use their private information.An optimal bankruptcy law utilizes creditors' information whileminimizing managers' use of strategic information. Our proposedlaws for a developed bank-based system like Germany includea creditor chapter only, for a developed market-based systemlike the United States include both a creditor chapter and adebtor chapter, and for an underdeveloped system include botha creditor chapter and a debtor chapter that gives the managermore protection than in a market-based system.     

A Double Moral Hazard Model of Organization Design

We develop a theory of organization design in which the firm's structure is chosen by trading off ex post efficiency in the implementation of projects against ex ante efficiency in the selection of projects. Using our framework, we derive a novel set of empirical predictions regarding differences between firms with a functional structure and firms with a divisional structure. We examine how the overall profitability of the two structures is affected by various factors like size, complexity, and asymmetry in the importance of tasks and also explore the desirability of adopting a narrow business strategy.     

The Bankruptcy Decision and Debt Contract Renegotiations

We consider the bankruptcy law and workout practices in the United States and model bankruptcy as a strategic decision. We analyze a firm's choice between liquidation under Chapter 7, renegotiation of the debt contract in a workout, and reorganization under Chapter 11 of the bankruptcy code. Our premise is that a financially distressed firm chooses its action in order to minimize the loss in value caused by the well-known over- and under-investment problems. We show that the firm initiates a workout when it faces under-investment, and commences Chapter 11 when it faces over-investment. Some of the results are: (i) in default, total firm value and equity value increase upon the announcement of a workout and decrease upon the announcement of Chapter 11; (ii) firms with shorter maturity of debt are more likely to reorganize in a workout; (iii) among the firms that renegotiate their debt contract, the proportion of firms entering Chapter 11 is higher for firms in mature industries than for firms in growth industries.     

The Bankruptcy Decision and Debt Contract Renegotiations

We consider the bankruptcy law and workout practices in theUnited States and model bankruptcy as a strategic decision.We analyze a firm's choice between liquidation under Chapter7, renegotiation of the debt contract in a workout, and reorganizationunder Chapter 11 of the bankruptcy code. Our premise is thata financially distressed firm chooses its action in order tominimize the loss in value caused by the well-known over- andunder-investment problems. We show that the firm initiates aworkout when it faces under-investment, and commences Chapter11 when it faces over-investment. Some of the results are: (i)in default, total firm value and equity value increase uponthe announcement of a workout and decrease upon the announcementof Chapter 11; (ii) firms with shorter maturity of debt aremore likely to reorganize in a workout; (iii) among the firmsthat renegotiate their debt contract, the proportion of firmsentering Chapter 11 is higher for firms in mature industriesthan for firms in growth industries.     

Managerial Compensation and Capital Structure

We investigate the interaction between financial structure and managerial compensation and show that risky debt affects both the probability of managerial replacement and the manager's wage if he is retained by the firm. Our model yields a rich set of predictions, including the following: (i) The market values of equity and debt decrease if the manager is replaced; moreover, the expected cash flow affirms that retain their managers exceeds that affirms that replace their managers, (ii) Managers affirms with risky debt outstanding are promised lower severance payments (golden parachutes) than managers affirms that do not have risky debt. (Hi) Controlling for firm's size, the leverage, managerial compensation, and cash flow of firms that retain their managers are positively correlated, (iv) Controlling for the firm's size, the probability of managerial turnover and firm value are negatively correlated, (v) Managerial pay-performance sensitivity is positively correlated with leverage, expected compensation, and expected cash flows.     

The Boundaries of the Firm: The Choice Between Stand-Alone and Integrated Firms

This study presents a theory of corporate structure selection. It outlines when economic units should be structured as stand-alone firms versus an integrated firm (conglomerate). The theory suggests that an integrated firm better controls agency problems through yardstick competition between managers for project acceptance. However, this structure reduces the ability to receive division-specific project information from the market. Based on this trade-off, we show that divisions within a conglomerate have different characteristics and, thus, different valuations than "similar" stand-alone firms. Our theory also explains differences in the required rate of return between stand-alone firms and conglomerates and how they relate to relative valuations of conglomerates and "similar" stand-alone firm. It also predicts when stock price reaction to divestiture and merger announcements will be positive or negative.     

Competition and the medium of exchange in takeovers

The role of the medium of exchange in competition among biddersand its effect on returns to stockholders in corporate takeoversare investigated. Consistent with recent empirical evidence,our model shows that stockholders of both acquiring and targetfirms obtain higher returns when a takeover is financed withcash rather than equity, and that returns to target shareholdersincrease with competition. The model predicts that the factionof synergy captured by the target decreases with the level ofsynergy. Finally, it is shown that, as competition increases,the case component of the offer as well as the proportion ofcase offered increases.