Monitoring, Implicit Contracting, and the Lack of Permanence of Leveraged Buyouts

Michel A. Habib

Review of Finance, 1997, vol. 1, issue 2, 139-163

Abstract: We present a possible explanation for the lack of permanence of the very high levels of concentration of ownership that accompany leveraged buyouts. We first argue that some diffusion of ownership can be beneficial to the shareholders of a firm by encouraging the employees of the firm to enter into implicit contracts with the firm. The level of concentration of ownership that maximizes firm value is therefore that which trades off the well-known gains from monitoring with the gains from implicit contracting. We then argue that, in the process of concentrating the ownership of a firm that has excessively diffuse ownership to a level that maximizes firm value, investors in leveraged buyouts will choose an initial level of concentration of ownership that is very high. They will do so in order to put pressure on managers to breach existing implicit contracts. Following the breach of these contracts, investors will decrease the level of concentration of ownership to the level that maximizes firm value. There will be no further breach of implicit contracts, for such breach is incidental to the transformation of the firm from one that has excessively diffuse ownership to one that has the optimal level of diffusion of ownership. No change in the concentration of ownership therefore occurs once the level of diffusion of ownership that maximizes firm value has been attained. JEL Classification: G30.

Date: 1997
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