Agency Cost
Agency Costs of Free Cash Flow,
Corporate Finance, and Takeovers
Michael C. Jensen
Harvard Business School
MJensen@hbs.edu
Abstract
The interests and incentives of managers and shareholders conflict over such issues as the optimal size of the firm and the payment of cash to shareholders. These conflicts are especially severe in firms with large free cash flows—more cash than profitable investment opportunities.
The theory developed here explains 1) the benefits of debt in reducing agency costs of free cash flows, 2) how debt can substitute for dividends, 3) why “diversification” programs are more likely to generate losses than takeovers or expansion in the same line of business or liquidationmotivated takeovers, 4) why the factors generating takeover activity in such diverse activities as broadcasting and tobacco are similar to those in oil, and 5) why bidders and some targets tend to perform abnormally well prior to takeover.
Keywords: Dividend policy, Corporate Payout Policy, Optimal Capital Structure, Optimal Debt,
Reivestment Policy, Overinvestment
© Copyright 1986. Michael C. Jensen. All rights reserved.
American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.
You may redistribute this document freely, but please do not post the electronic file on the web. I welcome web links to this document at http://papers.ssrn.com/abstract=99580. I revise my papers regularly, and providing a link to the original ensures that readers will receive the most recent version. Thank you, Michael C. Jensen
Agency Costs of Free Cash Flow,
Corporate Finance, and Takeovers
Michael C. Jensen*
American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.
Corporate managers are the agents of shareholders, a relationship fraught with conflicting interests. Agency theory, the analysis of such conflicts, is now a major part of the economics literature. The payout of cash to shareholders creates major conflicts that have received little
Corporate Finance, and Takeovers
Michael C. Jensen
Harvard Business School
MJensen@hbs.edu
Abstract
The interests and incentives of managers and shareholders conflict over such issues as the optimal size of the firm and the payment of cash to shareholders. These conflicts are especially severe in firms with large free cash flows—more cash than profitable investment opportunities.
The theory developed here explains 1) the benefits of debt in reducing agency costs of free cash flows, 2) how debt can substitute for dividends, 3) why “diversification” programs are more likely to generate losses than takeovers or expansion in the same line of business or liquidationmotivated takeovers, 4) why the factors generating takeover activity in such diverse activities as broadcasting and tobacco are similar to those in oil, and 5) why bidders and some targets tend to perform abnormally well prior to takeover.
Keywords: Dividend policy, Corporate Payout Policy, Optimal Capital Structure, Optimal Debt,
Reivestment Policy, Overinvestment
© Copyright 1986. Michael C. Jensen. All rights reserved.
American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.
You may redistribute this document freely, but please do not post the electronic file on the web. I welcome web links to this document at http://papers.ssrn.com/abstract=99580. I revise my papers regularly, and providing a link to the original ensures that readers will receive the most recent version. Thank you, Michael C. Jensen
Agency Costs of Free Cash Flow,
Corporate Finance, and Takeovers
Michael C. Jensen*
American Economic Review, May 1986, Vol. 76, No. 2, pp. 323-329.
Corporate managers are the agents of shareholders, a relationship fraught with conflicting interests. Agency theory, the analysis of such conflicts, is now a major part of the economics literature. The payout of cash to shareholders creates major conflicts that have received little
References: Baker, George (1986). “Compensation and Hierarchies.” Harvard Business School . Bruner, Robert F. (1985). “The Use of Excess Cash and Debt Capacity as Motive for Merger.” Colgate Darden Graduate School of Business (December). DeAngelo, Harry, Linda DeAngelo and Edward M. Rice (1984). “Going Private: Minority Freezeouts and Shareholder Wealth.” Journal of Law and Economics 27 Donaldson, Gordon (1984). Managing Corporate Wealth. New York, Praeger. Dun’s Business Month (1985). Cash Flow: The Top 200: 44-50. Easterbrook, Frank H. (1984). “Two Agency-Cost Explanations of Dividends.” American Economic Review 74 : 650-59. Grimm, W. T. (1984, 1985, 1986). “Mergerstat Review, Annual Editions.” . Jacobs, E. Allen (1986). “The Agency Cost of Corporate Control: The Petroleum Industry.” Massachusetts Institute of Technology (March). Jensen, Michael C. (1985). “When Unocal Won Over Pickins, Shareholders and Society Lost.” Financier 9 (November): 50-52. Jensen, Michael C. (1986). “The Takeover Controversy: Analysis and Evidence.” Midland Corporate Finance Journal 4, no Jensen, M. C. and Jr. Clifford Smith (1985). “Stockholder, Manager and Creditor Interests: Applications of Agency Theory” Lowenstein, L. (1985). “Management Buyouts.” Columbia Law Review 85 (May): 730784. Mueller, D. (1980). The Determinants and Effects of Mergers. Cambridge, Oelgeschlager. Murphy, Kevin J. (1985). “Corporate Performance and Managerial Remuneration: An Empirical Analysis.” Journal of Accounting and Economics 7 (April): 11-42. Picchi, B. (1985). Structure of the U.S. Oil Industry: Past and Future, Salomon Brothers. Rozeff, Michael (1982). “Growth, Beta and Agency Costs as Determinants of Dividend Payout Ratios.” Journal of Financial Research 5 : 249-259. SEC Office of the Chief Economist (1985). Institutional Ownership, Tender Offers and Long-Term Investments. Smith, Clifford W. (1986). “Investment Banking and the Capital Acquisition Process.” Journal of Financial Economics 15 (Nos