NATIONAL BUREAU OF ECONOMIC RESEARCH
NATIONAL BUREAU OF ECONOMIC RESEARCH

A Theory of Takeovers and Disinvestment

Bart Lambrecht, Stewart C. Myers

NBER Working Paper No. 11082
Issued in January 2005
NBER Program(s):   CF

We present a real-options model of takeovers and disinvestment in declining industries. As product demand declines, a first-best closure level is reached, where overall value is maximized by shutting down the .rm and releasing its capital to investors. Absent takeovers, managers of unlevered firms always abandon the firm's business too late. We model the managers' payout policy absent takeovers and consider the effects of golden parachutes and leverage on managers' shut-down decisions. We analyze the effects of takeovers of under-leveraged firms. Takeovers by raiders enforce first-best closure. Hostile takeovers by other firms occur either at the first-best closure point or too early. We also consider management buyouts and mergers of equals and show that in both cases closure happens inefficiently late.

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Document Object Identifier (DOI): 10.3386/w11082

Published: Lambrecht, Bart M. and Steward C. Myers. "A Theory of Takeovers and Disinvestment." Journal of Finance 62, 2 (April 2007): 809-45.

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