Topic6 企業如何控製資本結構和產品市場

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 hold
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