TY - JOUR AU - Novaes,Walter AU - Zingales,Luigi TI - Capital Structure Choice when Managers are in Control: Entrenchment versus Efficiency JF - National Bureau of Economic Research Working Paper Series VL - No. 5384 PY - 1995 Y2 - December 1995 UR - http://www.nber.org/papers/w5384 L1 - http://www.nber.org/papers/w5384.pdf N1 - Author contact info: Walter Novaes PUC-Rio E-Mail: novaes@econ.puc-rio.br Luigi Zingales Booth School of Business The University of Chicago 5807 S. Woodlawn Avenue Chicago, IL 60637 Tel: 773/702-3196 Fax: 773/834-2081 E-Mail: luigi.zingales@ChicagoBooth.edu AB - Recent capital structure theories have emphasized the role of debt in minimizing the agency costs that arise from the separation between ownership and control. In this paper we argue that capital structure choices themselves are affected by the same agency problem. We show that, in general, the shareholders' and the manager's capital structure choices differ not only in their levels, but also in their sensitivities to the cost of financial distress and taxes. We argue that only the managerial perspective can explain why firms are generally reluctant to issue equity, why they issue it only following a stock price run-up, and why Corporate America recently deleveraged under the same tax system that supposedly generated the increase in leverage in the 1980s. ER -