The Structure of Leveraged Buyouts and the Free-Rider Problem

• 成果类型: Article
• 署名作者: Burkart, Mike; Lee, Samuel; Petri, Henrik
• 署名单位: University of London; London School Economics & Political Science; Swedish House of Finance; Centre for Economic Policy Research - UK; University of London; London Business School; Santa Clara University; University of Gothenburg
• 刊物名称: REVIEW OF FINANCIAL STUDIES
• ISSN/ISSBN: 0893-9454; 1465-7368
• DOI: 10.1093/rfs/hhaf111
• 发表日期: 2026-07
• 页码: 2222-2260
• 关键词: G34; G32; Financial structure; capital structure; tender offers; AGENCY COSTS; corporate; MARKET; debt; determinants; OWNERSHIP; auctions

摘要

We study the structure of public firm buyouts in a model that features the Berle-Means problem (lack of incentives) and the Grossman-Hart problem (holdout). We find that bootstrapping, debt in excess of funding needs, and upfront fees to bidders are socially optimal and increase buyout premiums. These elements make LBO financing tantamount to a management contract arranged by an outside manager to receive cash and incentives to manage a firm-except the cash is funded by excess debt imposed on the firm. Our model also rationalizes why PE firms collect fees from their equity partnerships and directly from target firms.