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本文以一个专题的的形式系统的阐述了企业在运营中应该如何控制本身的资本结构，这样既可以在一定程度上降低资本的融资成本，又可以避免一味的降低资本成本而导致巨大的财务风险。它还分析了产品市场与资本结构的关系，不同的行业要求不同的资本结构，这也是有一定的联系的，对企业的运营有指导作用！是一本英文原版书籍！！
TOPIC 6: CAPITAL STRUCTURE AND THE MARKET FOR CORPORATE CONTROL
1. Introduction
2. The free rider problem
In a classical paper, Grossman and Hart (Bell J., 1980), show that there is a fundamental problem with
takeovers. If each of the existing shareholders holds a small amount of shares then no takeover will ever
take place. Grossman and Hart refer to this as the "free-rider" problem. To understand the nature of the
free rider problem, consider a firm whose current value is X. If we normalize the number of outstanding
shares to 1, X also represents the market value of each outstanding share. Now suppose that a rider comes
along and wants to take over the firm. If the rider is successful and buys enough shares (say more than
half of the outstanding shares), he gains control over the firm and can enhance its value by R, so the value
of the firm becomes X+R. In order to buy shares, the rider needs to make a tender offer to the current
shareholders that specifies a price that they would get for each share they tender. For simplicity, suppose
that the offer is conditional on being successful: that is the raider will buy shares at the specified price
provided that enough shares are tendered to ensure that he can take over the firm. Otherwise the raider
buys no shares and pays nothing. Obviously the price that the raider offers should be at least X otherwise
no shareholder will ever tender his shares. Suppose then that the price is X+P where P is the premium
on each share above its current value. How big should P be in order to induce shareholders to tender their
shares?
To answer this question, consider an individual shareholder who holds a fraction α of the firm’s
2
equity. If the shareholder does not tender his shares, his expected payoff is
where γ1 is the probability that the takeover succeeds given that the shareholder did not tender his shares.
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