Share Repurchase as a Takeover Defense
建立模型,说明被收购目标公司的经理通过债务融资的股票回购来约束自己减少在职消费、增加投资,从而提升公司价值、降低被收购吸引力,并权衡了减少收购概率与增加破产概率的利弊。
This paper presents a model in which managers of firms that are takeover targets use debt-financed share repurchase to bond themselves to reduce perquisite consumption and increase investment in the firm. The resulting value increase makes the firm a less attractive target. The optimal level of share repurchase is the result of a trade-off between the benefit of a reduced probability of takeover and the cost of an increased probability of bankruptcy. Unlike earlier explanations of defensive repurchases, which are based on information signalling or control of voting rights, this explanation is independent of the extent of shareholding by target management.