Agency Cost

Topics: Corporate finance, Debt, Cash flow Pages: 17 (4746 words) Published: March 10, 2013
Agency Costs of Free Cash Flow,
Corporate Finance, and Takeovers

Michael C. Jensen
Harvard Business School

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 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 attention.1 Payouts to shareholders reduce the resources under managers’ control, thereby reducing managers’ power, and making it more likely they will incur the monitoring of the capital markets which occurs when the firm must obtain new capital (see Easterbrook, 1984, and Rozeff, 1982). Financing projects internally avoids this monitoring and the possibility the funds will be unavailable or available only at high explicit prices.

Managers have incentives to cause their firms to grow beyond the optimal size. Growth increases managers’ power by increasing the resources under their control. It is also associated with increases in managers’ compensation, because changes in compensation are positively related to the growth in sales (see Murphy, 1985). The 1

Gordon Donaldson (1984) in his study of 12 large Fortune 500 firms concludes the managers of these firms were not driven by the maximization of the value of the firm, but rather by the maximization of “corporate wealth,” defined as “the aggregate purchasing power available to management for strategic purposes during any given planning period” (p. 3). “In practical terms it is cash, credit, and other corporate purchasing power by which management commands goods and services” (p. 22). * La Claire Professor of Finance and Business Administration and Director of the Managerial Economics Research Center, University of Rochester Graduate School of Management, Rochester, NY 14627, and Professor of Business Administration, Harvard Business School. This research is supported by the Division of Research of the Harvard Business School, and the Managerial Research Center, University of Rochester. I have benefited from discussions with George Baker, Gordon Donaldson, Allen Jacobs, Jay Light, Clifford Smith, Wolf Weinhold, and especially Armen Alchian and Richard Ruback.

Michael C. Jensen



tendency of firms to reward middle managers through promotion rather than year-to-year bonuses also creates a strong...

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,
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
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