Defensive Mechanisms and Managerial Discretion
研究企业拥有自由现金流时,防御机制和绿邮支付如何有效解决自由现金流问题,并解释绿邮支付导致股价下跌超过支付额的现象。
We study a model where firms may possess free cash flow and takeovers may be disruptive. We show that the possibility of a takeover, combined with defensive mechanisms and the ability to pay greenmail, can solve the free cash flow problem in an efficient way. The payment of greenmail reveals information that generates a stock price decline that exceeds the value of the greenmail payment, even though the payment of greenmail is value maximizing. Optimal defensive measures limit takeover attempts if the target stock price is too low. We also provide cross-sectional implications of the analysis.