TY - JOUR AU - Lambrecht,Bart AU - Myers,Stewart C. TI - A Theory of Takeovers and Disinvestment JF - National Bureau of Economic Research Working Paper Series VL - No. 11082 PY - 2005 Y2 - January 2005 UR - http://www.nber.org/papers/w11082 L1 - http://www.nber.org/papers/w11082.pdf N1 - Author contact info: Bart Lambrecht Lancaster University Management School Room C-42 Bailrigg Lancaster LA1 4YX, UK Tel: 44 0 1524 592711 Fax: 44 0 1524 847321 E-Mail: b.lambrecht@lancaster.ac.uk Stewart C. Myers Massachusetts Institute of Technology Sloan School of Management E62-620 77 Massachusetts Avenue Cambridge, MA 02142 Tel: 617/253-6696 Fax: 617/258-6855 E-Mail: scmyers@mit.edu AB - 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. ER -