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Index
Cover
Title Page
Copyright
Contents
Acknowledgements
Introduction
Part I
Chapter 1 - Corporate Governance
1.1 Introduction: The Separation of Ownership and Control
1.2 Managerial Incentives: An Overview
1.3 The Board of Directors
1.4 Investor Activism
1.5 Takeovers and Leveraged Buyouts
1.6 Debt as a Governance Mechanism
1.7 International Comparisons of the Policy Environment
1.8 Shareholder Value or Stakeholder Society?
Supplementary Section
1.9 The Stakeholder Society: Incentives and Control Issues
Appendixes
1.10 Cadbury Report
1.11 Notes to Tables
References
Chapter 2 - Corporate Financing Some Stylized Facts
2.1 Introduction
2.2 Modigliani-Miller and the Financial Structure Puzzle
2.3 Debt Instruments
2.4 Equity Instruments
2.5 Financing Patterns
2.6 Conclusion
Appendixes
2.7 The Five Cs of Credit Analysis
2.8 Loan Covenants
References
Part II
Chapter 3 - Outside Financing Capacity
3.1 Introduction
3.2 The Role of Net Worth: A Simple Model of Credit Rationing
3.3 Debt Overhang
3.4 Borrowing Capacity: The Equity Multiplier
Supplementary Sections
3.5 Related Models of Credit Rationing: Inside Equity and Outside Debt
3.6 Verifiable Income
3.7 Semiverifiable Income
3.8 Nonverifiable Income
3.9 Exercises
References
Chapter 4 - Some Determinants of Borrowing Capacity
4.1 Introduction: The Quest for Pledgeable Income
4.2 Boosting the Ability to Borrow: Diversification and Its Limits
4.3 Boosting the Ability to Borrow: The Costs and Benefits of Collateralization
4.4 The Liquidity-Accountability Tradeoff
4.5 Restraining the Ability to Borrow: Inalienability of Human Capital
Supplementary Sections
4.6 Group Lending and Microfinance
4.7 Sequential Projects
4.8 Exercises
References
Chapter 5 - Liquidity and Risk Management, Free Cash Flow, and Long-Term Finance
5.1 Introduction
5.2 The Maturity of Liabilities
5.3 The Liquidity-Scale Tradeoff
5.4 Corporate Risk Management
5.5 Endogenous Liquidity Needs, the Sensitivity of Investment to Cash Flow, and the Soft Budget Constraint
5.6 Free Cash Flow
5.7 Exercises
References
Chapter 6 - Corporate Financing under Asymmetric Information
6.1 Introduction
6.2 Implications of the Lemons Problem and of Market Breakdown
6.3 Dissipative Signals
6.4 Contract Design by an Informed Party: An Introduction
Appendixes
6.5 Optimal Contracting in the Privately-Known-Prospects Model
6.6 The Debt Bias with a Continuum of Possible Incomes
6.7 Signaling through Costly Collateral
6.8 Short Maturities as a Signaling Device
6.9 Formal Analysis of the Underpricing Problem
6.10 Exercises
References
Chapter 7 - Topics Product Markets and Earnings Manipulations
7.1 Corporate Finance and Product Markets
7.2 Creative Accounting and Other Earnings Manipulations
7.3 Brander and Lewis’s Cournot Analysis
7.4 Exercises
References
Part III
Chapter 8 - Investors of Passage Entry, Exit, and Speculation
8.1 General Introduction to Monitoring in Corporate Finance
8.2 Performance Measurement and the Value of Speculative Information
8.3 Market Monitoring
8.4 Monitoring on the Debt Side: Liquidity-Draining versus Liquidity-Neutral Runs
8.5 Exercises
References
Chapter 9 - Lending Relationships and Investor Activism
9.1 Introduction
9.2 Basics of Investor Activism
9.3 The Emergence of Share Concentration
9.4 Learning by Lending
9.5 Liquidity Needs of Large Investors and Short-Termism
9.6 Exercises
References
Part IV
Chapter 10 - Control Rights and Corporate Governance
10.1 Introduction
10.2 Pledgeable Income and the Allocation of Control Rights between Insiders and Outsiders
10.3 Corporate Governance and Real Control
10.4 Allocation of Control Rights among Securityholders
Supplementary Sections
10.5 Internal Capital Markets
10.6 Active Monitoring and Initiative
10.7 Exercises
References
Chapter 11 - Takeovers
11.1 Introduction
11.2 The Pure Theory of Takeovers: A Framework
11.3 Extracting the Raider’s Surplus: Takeover Defenses as Monopoly Pricing
11.4 Takeovers and Managerial Incentives
11.5 Positive Theory of Takeovers: Single-Bidder Case
11.6 Value-Decreasing Raider and the One-Share-One-Vote Result
11.7 Positive Theory of Takeovers: Multiple Bidders
11.8 Managerial Resistance
11.9 Exercise
References
Part V
Chapter 12 - Consumer Liquidity Demand
12.1 Introduction
12.2 Consumer Liquidity Demand: The Diamond-Dybvig Model and the Term Structure of Interest Rates
12.3 Runs
12.4 Heterogenous Consumer Horizons and the Diversity of Securities
Supplementary Sections
12.5 Aggregate Uncertainty and Risk Sharing
12.6 Private Signals and Uniqueness in Bank Run Models
12.7 Exercises
References
Part VI
Chapter 13 - Credit Rationing and Economic Activity
13.1 Introduction
13.2 Capital Squeezes and Economic Activity: The Balance-Sheet Channel
13.3 Loanable Funds and the Credit Crunch: The Lending Channel
13.4 Dynamic Complementarities: Net Worth Effects, Poverty Traps, and the Financial Accelerator
13.5 Dynamic Substitutabilities: The Deflationary Impact of Past Investment
13.6 Exercises
References
Chapter 14 - Mergers and Acquisitions, and the Equilibrium Determination of Asset Values
14.1 Introduction
14.2 Valuing Specialized Assets
14.3 General Equilibrium Determination of Asset Values, Borrowing Capacities, and Economic Activity: The Kiyotaki-Moore Model
14.4 Exercises
References
Chapter 15 - Aggregate Liquidity Shortages and Liquidity Asset Pricing
15.1 Introduction
15.2 Moving Wealth across States of Nature: When is Inside Liquidity Sufficient?
15.3 Aggregate Liquidity Shortages and Liquidity Asset Pricing
15.4 Moving Wealth across Time: The Case of the Corporate Sector as a Net Lender
15.5 Exercises
References
Chapter 16 - Institutions, Public Policy, and the Political Economy of Finance
16.1 Introduction
16.2 Contracting Institutions
16.3 Property Rights Institutions
16.4 Political Alliances
Supplementary Sections
16.5 Contracting Institutions, Financial Structure, and Attitudes toward Reform
16.6 Property Rights Institutions: Are Privately Optimal Maturity Structures Socially Optimal?
16.7 Exercises
References
Part VII
Answers to Selected Exercises
Review Problems
Answers to Selected Review Problems
Index
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