TY - JOUR AU - Baker,Malcolm AU - Coval,Joshua AU - Stein,Jeremy C. TI - Corporate Financing Decisions When Investors Take the Path of Least Resistance JF - National Bureau of Economic Research Working Paper Series VL - No. 10998 PY - 2004 Y2 - December 2004 UR - http://www.nber.org/papers/w10998 L1 - http://www.nber.org/papers/w10998.pdf N1 - Author contact info: Malcolm Baker Baker Library 261 Harvard Business School Soldiers Field Boston, MA 02163 Tel: 617/495-6566 Fax: 617/496-5271 E-Mail: mbaker@hbs.edu Joshua D. Coval Harvard Business School Soldiers Field Boston, MA 02163 Tel: 617/495-5056 Fax: 617/496-8443 E-Mail: jcoval@hbs.edu Jeremy C. Stein Federal Reserve Board of Governors 20th Street and Constitution Ave., N.W. Washington, DC 20551 E-Mail: jeremy.c.stein@frb.gov AB - We explore the consequences for corporate financial policy that arise when investors exhibit inertial behavior. One implication of investor inertia is that, all else equal, a firm pursuing a strategy of equity-financed growth will prefer a stock-for-stock merger to greenfield investment financed with an SEO. With a merger, acquirer stock is placed in the hands of investors, who, because of inertia, do not resell it all on the open market. If there is downward-sloping demand for acquirer shares, this leads to less price pressure than an SEO, and cheaper equity financing as a result. We develop a simple model to illustrate this idea, and present supporting empirical evidence. Both individual and institutional investors tend to hang on to shares granted them in mergers, with this tendency being much stronger for individuals. Consistent with the model and with this cross-sectional pattern in inertia, acquirers targeting firms with high institutional ownership experience more negative announcement effects and greater announcement volume. Moreover, the results are strongest when the overlap in target and acquirer institutional ownership is low and when the demand curve for the acquirer's shares appears to be steep. ER -