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Capital and Ownership Structures, and the Market for Corporate Control

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  • Israel, Ronen

Abstract

The author analyzes optimal capital and ownership structures as resulting from anticipated future control contests. He focuses on leverage as a device that enables the incumbent management to extract the maximum value from the rival. He shows that firm value depends on both capital and ownership structures. The analysis leads to the following predictions: (1) more efficient managers use less debt, (2) firms facing better rivals for control issue more debt, and (3) firms with supermajority rules issue less debt. Several predictions are consistent with known empirical regularities. Article published by Oxford University Press on behalf of the Society for Financial Studies in its journal, The Review of Financial Studies.

Suggested Citation

  • Israel, Ronen, 1992. "Capital and Ownership Structures, and the Market for Corporate Control," The Review of Financial Studies, Society for Financial Studies, vol. 5(2), pages 181-198.
    • Handle: RePEc:oup:rfinst:v:5:y:1992:i:2:p:181-98
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    Cited by:

    1. Rouine, Ibtissem, 2018. "Target country's leadership style and bidders' takeover decisions," International Review of Financial Analysis, Elsevier, vol. 60(C), pages 17-29.
    2. Almazan, A. & Suarez, J., 1999. "Optimal Corporate Governance Structures," Papers 9907, Centro de Estudios Monetarios Y Financieros-.
    3. Roberta Dessí, 2001. "Implicit Contracts, Managerial Incentives, and Financial Structure," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 10(3), pages 359-390, September.
    4. Chen, Anlin & Kao, Lanfeng & Lu, Cheng-Shou, 2014. "Controlling ownership and firm performance in Taiwan: The role of external competition and internal governance," Pacific-Basin Finance Journal, Elsevier, vol. 29(C), pages 219-238.
    5. Jandik, Tomas & Makhija, Anil K., 2005. "Debt, debt structure and corporate performance after unsuccessful takeovers: evidence from targets that remain independent," Journal of Corporate Finance, Elsevier, vol. 11(5), pages 882-914, October.
    6. Martin Bugeja & Raymond Da Silva Rosa, 2010. "Capital gains taxation and shareholder wealth in takeovers," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 50(2), pages 241-262, June.
    7. Jandik, Tomas & Lallemand, Justin & McCumber, William, 2017. "The value implications of target debt issuance in withdrawn takeovers: What role do country-specific M&A regulations play?," Journal of Multinational Financial Management, Elsevier, vol. 40(C), pages 14-32.
    8. Lucian Arye Bebchuk & Luigi Zingales, 1996. "Corporate Ownership Structures: Private versus Social Optimality," NBER Working Papers 5584, National Bureau of Economic Research, Inc.
    9. Dessi, Roberta, 1997. "Implicit contracts, managerial incentives and financial structure," LSE Research Online Documents on Economics 119162, London School of Economics and Political Science, LSE Library.
    10. Singh, Rajdeep, 1998. "Takeover Bidding with Toeholds: The Case of the Owner's Curse," The Review of Financial Studies, Society for Financial Studies, vol. 11(4), pages 679-704.
    11. Justin Lallemand, 2020. "Bank lending to targets of active takeover attempts: The simultaneous choice of loan maturity, pricing, and security," Review of Financial Economics, John Wiley & Sons, vol. 38(2), pages 332-351, April.
    12. Hogfeldt, Peter & Hogholm, Kenneth, 2000. "A law and finance theory of strategic blocking and preemptive bidding in takeovers," Journal of Corporate Finance, Elsevier, vol. 6(4), pages 403-425, December.
    13. Martin Bugeja & Anna Loyeung, 2017. "Accounting for business combinations and takeover premiums: Pre- and post-IFRS," Australian Journal of Management, Australian School of Business, vol. 42(2), pages 183-204, May.
    14. Martin Bugeja & Raymond da Silva Rosa & HY Izan & Susan Ngan, 2016. "To scheme or bid? Choice of takeover method and impact on premium," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 212-243, May.
    15. Hsihui Chang & Hiu Choy & Kam-Ming Wan, 2012. "Effect of the Sarbanes–Oxley act on CEOs’ stock ownership and pay-performance sensitivity," Review of Quantitative Finance and Accounting, Springer, vol. 38(2), pages 177-207, February.
    16. Bugeja, Martin, 2011. "Takeover premiums and the perception of auditor independence and reputation," The British Accounting Review, Elsevier, vol. 43(4), pages 278-293.
    17. Tomas Jandik & Anil K. Makhija, 2005. "Leverage and the Complexity of Takeovers," The Financial Review, Eastern Finance Association, vol. 40(1), pages 95-112, February.
    18. Rizov, Marian, 2008. "Corporate capital structure and how soft budget constraints may affect it," EconStor Open Access Articles and Book Chapters, ZBW - Leibniz Information Centre for Economics, vol. 22(4), pages 648-684.
    19. Walter Novaes, 2002. "Managerial Turnover and Leverage under a Takeover Threat," Journal of Finance, American Finance Association, vol. 57(6), pages 2619-2650, December.
    20. Jandik, Tomas & Makhija, Anil K., 2004. "Debt, Debt Structure and Corporate Performance after Unsuccessful Takeovers: Evidence from Targets that Remain Independent," Working Paper Series 2005-6, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    21. Kalay, Avner & Zender, Jaime F., 1997. "Bankruptcy, Warrants, and State-Contingent Changes in the Ownership of Control," Journal of Financial Intermediation, Elsevier, vol. 6(4), pages 347-379, October.
    22. Sarig, Oded H. & Talmor, Eli, 1997. "In defense of defensive measures," Journal of Corporate Finance, Elsevier, vol. 3(3), pages 277-297, June.
    23. Luc Laeven & Ross Levine, 2008. "Complex Ownership Structures and Corporate Valuations," The Review of Financial Studies, Society for Financial Studies, vol. 21(2), pages 579-604, April.
    24. Jandik, Tomas & Lallemand, Justin, 2014. "Value impact of debt issuances by targets of withdrawn takeovers," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 475-494.
    25. Jandik, Tomas & Makhija, Anil K., 2005. "The Impact of the Structure of Debt on Target Gains," Working Paper Series 2005-5, Ohio State University, Charles A. Dice Center for Research in Financial Economics.

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