On Mergers, Divestments, and Options: A Note
指出合并公司的证券持有人会失去双重保护:独立公司对负现金流提供双重有限责任,而合并后仅剩单一保护,且此损失与资本结构是否使用债务无关。
In this note, a loss shared by the security holders of merging firms is pointed out: separate corporate entities provide double protection against future negative cash flows that are part of any production process (e.g., when customer or employee liabilities exceed future in? come), independent of whether or not debt is used in the corporate capital structure. A merger involves a relinquishment of this double protection in return for a less valuable single protection: limited liability in the merged corporation against combined negative cashflows.