Monitoring, Implicit Contracting, and the Lack of Permanence of Leveraged Buyouts

We present a possible explanation for the lack of permanenceof the very high levels of concentration of ownership that accompanyleveraged buyouts. We first argue that some diffusion of ownershipcan be beneficial to the shareholders of a firm by encouragingthe employees of the firm to enter into implicit contracts withthe firm. The level of concentration of ownership that maximizesfirm value is therefore that which trades off the well-knowngains from monitoring with the gains from implicit contracting.We then argue that, in the process of concentrating the ownershipof a firm that has excessively diffuse ownership to a levelthat maximizes firm value, investors in leveraged buyouts willchoose an initial level of concentration of ownership that isvery high. They will do so in order to put pressure on managersto breach existing implicit contracts. Following the breachof these contracts, investors will decrease the level of concentrationof ownership to the level that maximizes firm value. There willbe no further breach of implicit contracts, for such breachis incidental to the transformation of the firm from one thathas excessively diffuse ownership to one that has the optimallevel of diffusion of ownership. No change in the concentrationof ownership therefore occurs once the level of diffusion ofownership that maximizes firm value has been attained. JEL Classification:G30.