etopic6企业如何控制资本结构跟产品市场.pdfVIP

TOPIC 6: CAPITAL STRUCTURE AND THE MARKET FOR CORPORATE CONTROL 1. Introduction 2. The free rider problem In a classical paper, Grossman and Hart (Bell J., 1980), show that there is a fundamental problem with takeovers. If each of the existing shareholders holds a small amount of shares then no takeover will ever take place. Grossman and Hart refer to this as the free-rider problem. To understand the nature of the free rider problem, consider a firm whose current value is X. If we normalize the number of outstanding shares to 1, X also represents the market value of each outstanding share. Now suppose that a rider comes along and wants to take over the firm. If the rider is successful and buys enough shares (say more than half of the outstanding shares), he gains control over the firm and can enhance its value by R, so the value of the firm becomes X+R. In order to buy shares, the rider needs to make a tender offer to the current shareholders that specifies a price that they would get for each share they tender. For simplicity, suppose that the offer is conditional on being successful: that is the raider will buy shares at the specified price provided that enough shares are tendered to ensure that he can take over the firm. Otherwise the raider buys no shares and pays nothing. Obviously the price that the raider offers should be at least X otherwise no shareholder will ever tender his shares. Suppose then that the price is X+P where P is the premium on each share above its current value. How big should P be in order to induce shareholders to tender their shares? To answer this question, consider an individual shareholder who holds a fraction α of the firm’s 2 equity. If the shareholder does not tender his shares, his expected payoff is