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Capital Structure and the Market for Corporate Control: The Defensive Role of Debt Financing

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  • Israel, Ronen
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    Abstract

    A capital structure theory based on corporate control considerations is presented. The optimal debt level balances a decrease in the probability of acquisition against a higher share of the synergy for the target's shareholders. This leads to the following implications: (1) the probability of firms becoming acquisition targets decreases with their leverage; (2) acquirers' share of the total equity gain increases with targets' leverage; (3) when acquisitions are initiated, targets' stock price, targets' debt value, and acquirers' firm value increase; and (4) during the acquisition, target firms' stock price changes further; the expected change is zero and the variance decreases with targets' debt level. Copyright 1991 by American Finance Association.

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    Bibliographic Info

    Article provided by American Finance Association in its journal Journal of Finance.

    Volume (Year): 46 (1991)
    Issue (Month): 4 (September)
    Pages: 1391-1409

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    Handle: RePEc:bla:jfinan:v:46:y:1991:i:4:p:1391-1409

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    Cited by:
    1. Mueller, Holger M & Panunzi, Fausto, 2003. "Tender Offers and Leverage," CEPR Discussion Papers 3964, C.E.P.R. Discussion Papers.
    2. Assem Safieddine & Sheridan Titman, 1997. "Debt and Corporate Performance: Evidence from Unsuccessful Takeovers," NBER Working Papers 6068, National Bureau of Economic Research, Inc.
    3. Billett, Matthew T. & Ryngaert, Mike, 1997. "Capital structure, asset structure and equity takeover premiums in cash tender offers," Journal of Corporate Finance, Elsevier, vol. 3(2), pages 141-165, April.
    4. Ryen, Glen T. & Vasconcellos, Geraldo M. & Kish, Richard J., 1997. "Capital structure decisions: What have we learned?," Business Horizons, Elsevier, vol. 40(5), pages 41-50.
    5. Walter Novaes & Luigi Zingales, 1995. "Capital Structure Choice when Managers are in Control: Entrenchment versus Efficiency," NBER Working Papers 5384, National Bureau of Economic Research, Inc.
    6. Bris, Arturo, 2002. "Toeholds, takeover premium, and the probability of being acquired," Journal of Corporate Finance, Elsevier, vol. 8(3), pages 227-253, July.
    7. Ann B. Gillette & Thomas H. Noe, 2006. "If at First You Don't Succeed: The Effect of the Option to Resolicit on Corporate Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 19(2), pages 561-603.
    8. Le Pape, Nicolas, 2001. "Endettement des firmes et comportements de rivalité : l’apport des principaux modèles en économie industrielle," L'Actualité Economique, Société Canadienne de Science Economique, vol. 77(2), pages 281-302, juin.
    9. Joseph P. Hughes & Choon-Geol Moon & William W. Lang & Michael S. Pagano, 2001. "Managerial Incentives and the Efficiency of Capital Structure," Departmental Working Papers 200102, Rutgers University, Department of Economics.
    10. Paul Povel & Rajdeep Singh, 2003. "Bidder Asymmetry in Takeover Contests: The Role of Deal Protection Devices," Finance 0311011, EconWPA.
    11. Akhigbe, Aigbe & Martin, Anna D. & Whyte, Ann Marie, 2007. "Partial acquisitions, the acquisition probability hypothesis, and the abnormal returns to partial targets," Journal of Banking & Finance, Elsevier, vol. 31(10), pages 3080-3101, October.
    12. Andres Almazan & Adolfo de Motta & Sheridan Titman & Vahap Uysal, 2007. "Financial Structure, Liquidity, and Firm Locations," NBER Working Papers 13660, National Bureau of Economic Research, Inc.
    13. James Forjan & Bonnie Van Ness, 2003. "An Investigation of Poison Pill Securities, Long-Term Debt, and the Wealth of Shareholders," American Journal of Business, Emerald Group Publishing, vol. 18(2 Y), pages 17-22.
    14. Sarig, Oded H. & Talmor, Eli, 1997. "In defense of defensive measures," Journal of Corporate Finance, Elsevier, vol. 3(3), pages 277-297, June.
    15. Helder Valente, 2003. "Financial Strategies in Mergers and Acquisitions (M&A): The Case of Regulated Firms," CEF.UP Working Papers 0307, Universidade do Porto, Faculdade de Economia do Porto.
    16. Billett, Matthew T. & Jiang, Zhan & Lie, Erik, 2010. "The effect of change-in-control covenants on takeovers: Evidence from leveraged buyouts," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 1-15, February.
    17. Joseph P. Hughes & William W. Lang & Choon-Geol Moon & Michael S. Pagano, 2004. "Managerial Incentives and the Efficiency of Capital Structure in U.S. Commercial Banking," Departmental Working Papers 200401, Rutgers University, Department of Economics.
    18. Arturo Bris, 1998. "When Do Bidders Purchase a Toehold? Theory and Tests," Yale School of Management Working Papers ysm107, Yale School of Management, revised 01 Aug 2000.
    19. Ryngaert, Michael & Scholten, Ralph, 2010. "Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 16-37, February.

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