The Structure of Leveraged Buyouts and the Free-Rider Problem
研究了杠杆收购中过度负债、前期费用等结构如何解决管理层激励不足和股东搭便车问题，并提高收购溢价，对理解私募股权运作机制有帮助。
Abstract We study the structure of public firm buyouts in a model that features the Berle-Means problem (lack of incentives) and the Grossman-Hart problem (holdout). We find that bootstrapping, debt in excess of funding needs, and upfront fees to bidders are socially optimal and increase buyout premiums. These elements make LBO financing tantamount to a “management contract” arranged by an outside manager to receive cash and incentives to manage a firm—except the cash is funded by excess debt imposed on the firm. Our model also rationalizes why PE firms collect fees from their equity partnerships and directly from target firms.