How to solve it: improve managers incentive to maximize share price
large shareholders enforces high leverage ratio
to take advantage of debt-overhang problem in
order to (1) prevent overspending by managers
(2) reduce manager's discretion to make
investment decisions that reduce shareholder
value
private equity
-substantial equity stakes
- expertise
cash flow based compensation contract
-not equity based: unfair for managers because factors affecting share price are
outside control - not earnings based: over-investment&manipulation - value based
management: value created by a particular business unit minus cost of capital
spin offs and carve outs
spin off: make a business unit a independent firm, distributing its shares to exiting shareholders
carve out: make a business unit a independent firm, by IPO