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The Contributions of Stewart Myers to the

Theory and Practice of Corporate Finance*

by Franklin Allen, University of Pennsylvania, Sudipto Bhattacharya, London School of Economics,


Raghuram Rajan, University of Chicago, and Antoinette Schoar, MIT

By exploring the possibility that nancial structure can


have signicant effects on real corporate decisionsdecisions
involving operations and capital spending
spendingthe work
of Stew Myers helped to reinstate corporate nance as both
an important area of study and a critical corporate function.

I
n a career of teaching and research that has now these questions, we devote the second half of the article to
run more than 42 years, and with a stream of his work on capital budgeting, real options, APV, and regula-
publications that shows no sign of diminished tionall instructive examples of how theoretical ideas can
vigor or insight, MIT nance professor Stewart be used to improve the practice of nance.
Myers has had an extraordinary impact on the eld of corpo-
rate nance. Among his contributions to nance theory are Capital Structure (with a Look at the Optimal
pioneering studies of capital structure, capital budgeting and Restructuring of Distressed Debt)
valuation, and the cost of capital for regulated industries. The foundations of the modern theory of capital structure
And while advancing the theory of nance, Stew has also were laid in a classic 1958 paper by Franco Modigliani and
had a huge inuence on corporate practice. Concepts such Merton Miller called The Cost of Capital, Corporation
as debt overhang, the nancial pecking order, adjusted Finance, and the Theory of Investment. There Modigliani
present value, and real optionsall formulated and given and Miller (or M&M, as they and their papers came to
their names by Stewhave changed how nance is applied be called) showed that, given a set of assumptions known as
to practical problems. And generations of students have been, perfect markets, the way a company nances itself should
and will continue to be, introduced to nance by his textbook not affect its cost of capital or market value. Differences in
with Dick Brealey, Principles of Corporate Finance, a book that capital structure, or in the kinds of securities a company
changed the way nance is taught. issues, were shown to be nothing more than different ways of
In the pages that follow, wethat is, two of his former slicing up the pie of corporate operating cash ows. As long as
students, a colleague, and a co-authoroffer a brief survey of the size of the piethat is, the fundamental earnings power
these accomplishments. We begin by discussing Stews work of the rmwas assumed to be unaffected by the nancing
on debt overhang and corporate underinvestment, and its changes, rm value should remain the same.
role in setting out a research agenda for the eld of corporate In formulating this capital structure irrelevance propo-
nance. Besides pointing to a key factor in current theories of sition, M&M put an end to the debate over whether equity
capital structure, the concept of debt overhang has been used was cheaper than debt (because dividends were lower than
to shed light on issues such as the optimal design of nancial interest payments) or debt was cheaper (because the cost of
contracts and the restructuring of distressed corporate and safer debt was obviously lower than investors required return
sovereign debtcritically important questions in todays on riskier equity). But what did it say to corporate practitio-
nancial environment. After discussing Stews insights into ners, the people entrusted with making nancial decisions?
* This article was prepared for the Conference in Honor of Stew Myers that was held
September 5-6, 2008. We are grateful for the comments of conference participants, and
particularly for the many suggestions for improvement by the editor, Don Chew.

2 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
One message was that, for most companies in most theory of optimal, or value-maximizing, capital structure.
situations, the choice of nancing method has at most a Among the most important of these post-M&M papers
second-order effect on rm value. And so most CEOs do not were three by Stew Myers: (1) a 1977 paper setting out the
spend sleepless nights thinking about their capital structure; concept of debt overhang, which became a cornerstone of the
the asset side of the balance sheet is the main driver of value. static-tradeoff theory; (2) a 1984 paper, co-authored with
But perhaps the most important use of the M&M propo- Nicholas Majluf, that laid the foundations of the pecking
sitions, for academics and practitioners alike, was to tell us order theory, which continues to be the main rival to the
where to look for the effects of capital structure on corporate static-tradeoff theory; and Stews 1983 Presidential Address
values. As Miller himself put it, showing what doesnt matter to the American Finance Association, which staked out and
can also show, by implication, what does.1 The M&M propo- evaluated the claims of these two rival theories.
sition effectively encouraged researchers (and CFOs) to look Given Stews contributions to both of these theories, it is
more carefully at each of the major underlying simplifying hard to think of anyone elseapart from M&M themselves
assumptionsthings like no taxes and transactions costs, and and Michael Jensen, whose work on agency costs we take up
perfect informationand to ask questions like the following: laterhaving a comparable impact on the study of corporate
Could corporate or investor taxes be large enough to inu- nance. Like Jensens, Stews work explored the possibility
ence a nancing choice? Would the rm face large costs in that nancial structure could have signicant effects on real
reworking its debt contracts in the event of nancial trouble? corporate decision-makingdecisions involving operations
And do outside investors have enough information about our and capital spending. And by so doing, they reinstated corpo-
plans and prospects to allow us to oat a new equity offering, rate nance as both an important area of study and a critical
or even cut our dividend? corporate function.
Perhaps even more important than these assumptions,
M&M also assumed that the method of nancing has no Debt Overhang and the Corporate
effect on corporate investment and operating decisions. But Underinvestment Problem
what if it does? What if companies nanced mainly with Now lets turn to the three papers themselves. The special
equity are more likely to take all positive-NPV projects? And appeal of Stews papers is their ability to convey insights
what if rms nanced heavily with debt are better at saying of considerable practical import with remarkably simple
no to value-destroying investments? language and clear exposition. Because of the simplicity of
Each of these questions suggests the possibility that, Stews models, it has been easy for other scholars to see what
although capital structure is generally a second-order concern, makes them work, and then build upon them. And theres
having the wrong capital structure can matter a lot for most no better example of this than Stews 1997 paper, which
companies in certain situationssay, when economic uncer- was called Determinants of Corporate Borrowing, and
tainty makes it very costly to renance debt or issue equity. is one of the indisputable classics of the corporate nance
Such questions also suggest that, for a small but growing literature.
subset of companiesthink about rms controlled by private The paper begins by building a model that shows why
equity or venture capitalhaving the right capital structure a company with a material probability of defaulting on its
can be critically important, an important part of their value debt is likely to cut back on positive-NPV investments that
proposition if you will. require new capital, investments that are expected to increase
The process of relaxing these restrictive assumptions was the rms earnings power and so benet all the rms exist-
begun by M&M themselves in a 1961 paper that pointed to ing claimholders as a group (though not in equal measure, as
the tax shield provided by interest paymentsa tax shield we shall see). In Stews model, the possibility of such value-
that could be worth as much as 35-40 cents (depending on reducing underinvestment arises from the combination of
the marginal tax rate on corporate income) for every dollar two conditions: (1) the unwillingness of existing creditors to
of debt nance.2 And so the theory had identied a possibly provide new funding for the investment, which must then
important benet of issuing debt. But if there were no major be nanced by either existing or new equity holders, or new
costs associated with debt, why not, as M&M asked, nance and junior debt holders; and (2) the unwillingness of exist-
companies with 99% debt? ing creditors to write down or otherwise reduce the value of
In the wake of M&M, a second generation of papers their claims. Under these conditions, potential investors face a
on capital structure focused on other real-world frictions major deterrent to providing funding for the new investment:
that, by resulting in costs as well as benets of debt, could the prospect that much or all of the incremental payoff from
build on the ground leveled by M&M and lead to a plausible the new investment project will go to shoring up the value
1. Miller (1988), p. 7. debt (as well as any tax benets associated with equity). The current consensus on the
2. Though, as Miller himself conceded in a paper also published in 1977, such tax tax benets of debt, to the extent one exists, puts them in an intermediate range of 10-20
benets could be largely if not completely offset by taxes paid by individual holders of cents per dollar of debt.

Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008 3
of existing creditors claims instead of accruing to the new ture, lets start with the simplest possible case of renegotiating
creditors or equity holders.3 debt in a bilateral context in which a single debtholder is
To illustrate this possibility with a simple example, negotiating with management and, importantly, knows as
consider a company that is expected to produce cash ows in much about the rms plans and prospects as management. In
the next year of either $90 or $130, with a 50% probability this admittedly articial setting, are there ways of structuring
of each, and that, at the end of the year, the rm has promised nancing contracts or restructuring the claims of existing
to repay debt of $110. And lets assume further that this rm creditors that would solve the debt overhang problem and
has a new investment opportunity in its core business that encourage new nanciers to commit capital?
requires an immediate investment of $10 and is expected to In a paper written in 1977the same year The Determi-
return at least $10 within the year. It would clearly be in the nants of Borrowing was publishedSudipto Bhattacharya
interest of the rms stockholders to fund the investment either (one of the authors of this article) argued that the under-
by nancing it themselves, or issuing new debt that is junior to investment problem could be reduced, if not eliminated
its existing debt. But with the overhang of risky (and possibly entirely, by collateralizing the cash ows arising from the
distressed) debt in this example (that is to say, with a 50% investment funded by the new junior creditorsin other
probability the rm wont be able to pay back its debt of $110 words, by guaranteeing such investors that, in the event of
in a year), neither the rms equity holders or new investors a future bankruptcy, they and not the old creditors would
are likely to invest unless the incremental cash ow from the have prior right to the cash ows created by the investment.
investments exceeds $20, and not the expected $10. Why $20? In this situation, although there would still be some transfer
Because under the bad scenario where base-case cash ows of value from the new investors to the existing senior debt,
are $90, it would require at least $20 in incremental benets such a transferwhich is at the core of the debt overhang
before the new junior creditors would begin to see any payoff. problemwould be less than the NPV of any new invest-
Given the current expectations of a $10 incremental gain from ment, allowing a positive NPV for the junior creditors and
the new investment, the new money earns a positive return equity holders.4
only if the good scenario materializes. Of course, the key assumption here is that all the future
As this example is intended to show, companies facing cash ows from any new investment can be reliably identied
a material possibility of nancial distress are likely to nd it and separated from the existing assetswhich is likely to be
hard to raise capital to fund promising new investments (or very difcult if not impossible. But what if existing creditors
even the basic maintenance required to preserve a given level could be persuaded to rework their claims so to achieve the
of protability), particularly under circumstances of great same resultnamely, limiting the wealth transfer from the
uncertainty. And this has clear implications for corporate junior creditors that results from the new investment? To
capital structure. As we will discuss in more detail later, for the extent we can assume that all potential parties to such
corporate managements looking for the value-maximizing a transactionnew as well as existing creditors and equity-
combination of debt and equity nancing, the possibility of holdersare equally well-informed about the companys
such underinvestment is likely to be an important reason prospects and the expected returns from the new investment,
perhaps the most important reasonto limit debt. there ought to be room to strike a deal that benets all parties
and allows the investment to go forward.
More on Debt Overhang and How to Deal with It But is that so? The answer provided by the model, even
But before discussing the implications of the debt overhang under these restrictive assumptions, is only a qualied yes.
problem for corporate capital structure, lets take a closer look To ensure a deal even under these circumstances requires
at the problem faced by troubled companies in restructur- one more provision: that the debt rescheduling (in the form
ing their debt. For, as the many nance scholars who have of a reduced claim for the existing creditors) is accomplished
followed Stew into this area have discovered, the concepts simultaneously, and in a way that can be veried by third parties,
of debt overhang and underinvestment are not only relevant with the junior investors commitment to funding the new
to companies using or considering the use of high leverage. investment. This is often hard to bring about in practice.
The concepts also raise importantand now of course highly Credible commitments to make net new investments (in the
topicalquestions of optimal debt forgiveness and reschedul- future) are often impossible to verify in court, as can be seen
ing for governments as well as corporations. in many ongoing disputes between privatized utilities and
To provide the reader with a brief overview of this litera- their former regulatory authorities. And in other contexts
3. More specically, in future states of nature in which the rms current (without new 4. See Bhattacharya (1977). Another necessary condition is that the cash ows from
funding) cash ow prospects would have turned out to have been insufcient to repay its the new investment covary with those from the rms existing assets in a very weak
prior debt claims, at least part of the incremental cash from the new investment would sense; whenever the latter is strictly higher, the former is not strictly lower.
have gone to paying off existing creditors. And in such a case, the new claimants would
not have been the full beneciaries of the additional cash ows resulting from the new
investment they nanced.

4 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
such as the rescheduling of sovereign debt, which is typically would likely accept even without the assurance that the post-
undertaken with the aim of preventing underinvestment in restructuring investment will be madewould be to reduce
highly indebted countries, there may no judicial authority the debt claim below $100 and give the creditors warrants
with a mandate to enforce the levels of new investments that with an exercise price higher than $100. In this case, while
are (implicitly) committed to by the absolved debtor.5 the upside provided by these warrants would compensate
The key question, therefore, is this: If the old creditors the old creditors for their larger writedown, the equityhold-
agreed to restructure their contracts, would the equityholders ers would have greater incentive to invest because a smaller
(and, by extension, the managers) nd it in their interest to portion of the payoffs from the new investment would accrue
raise the new capital to fund the investment? In a 2001 paper, to the old creditors in the bad scenario.7
Bhattacharya and Faure-Grimaud6 concluded that, in general,
the answer to this question is no. That is, there is no way Implications of Debt Overhang and Supporting Evidence. In
of restructuring the debt of old creditors that would (1) give sum, Stews concept of debt overhang suggests circumstances
equity holders the incentive to make all new positive-NPV in which both debt and equityholders could benetand
investments and (2) make the old creditors no worse off regard- thus total rm value be increasedby an agreement to write
less of whether the new investments get made. That is the case down the face value of debt. And history has furnished at least
even if we allow for restructurings that involve more than just one supporting example. In the 1930s, when the U.S. went
reductions in the principal of pre-existing creditors. off the gold standard and devalued the dollar with respect to
At the same time, and somewhat surprisingly, the authors gold, the government declared that the courts would no longer
also concluded that the optimal solution in such circum- enforce the gold indexation clauses that were contained in
stances is to reduce the claims of old creditors (to a level virtually all long-term private as well as public debt contracts.
below what would have made them indifferent whether the These gold clauses required borrowers to pay in gold if the
new investments were carried out) and compensate them dollar were devalued; and if the clauses had been enforced,
with equity or, better yet, warrants on the restructured rms the debt burden of borrowers would have increased by the
equity. extent of the devaluation, or almost 70%.
To illustrate this point, lets go back to our earlier example Creditors were unhappy with the governments decision
where the rm is expected to produce cash ows of either and took the case to the Supreme Court. But its not clear they
$130 or $90, the debt repayment is $110, and the expected suffered from the outcome of the case. In a recent working
gains from new investment are at least $10. In this case, if paper titled Is it Better to Forgive than to Receive? An Empiri-
the rms senior debt claim is renegotiated down to $100, cal Analysis of Debt Repudiation, Randy Kroszner (formerly
its old creditors would be no worse off relative to the status at the University of Chicago, now a member of the Federal
quo of no investment. Thanks to the extra $10 or more from Reserves Board of Governors) examined the responses of
the investment, the old creditors would be repaid $100 even corporate debt and equity to the Supreme Courts decision to
under the bad scenario. And investing equity holders would uphold this effective forgiveness of debt.8 Equity prices rose,
be at least as well off as under the status quo. as expected, but the debt relief also led to higher prices for
But, as the authors also show, once the senior debt claims corporate bonds (all of which contained gold clauses). These
have been reduced, the equity holders would choose to invest responses suggest that the benets of eliminating debt overhang
only if the incremental income from the new investment is and avoiding bankruptcy more than offset the loss to creditors
at least $15. Why? Because after the old senior debt claim of the small chance of being repaid the additional 70%.
has been reduced from $110 to $100, the payoff to the new Debt overhang is important not just for corporations, but
equityholders under the good scenario increases from $20 to for countries. During the Latin American debt crisis in the
$30and thus the expected value of the equity increases to mid-1980s, macroeconomists including recent Nobel laureate
$15 from $10even without any new investment requiring Paul Krugman seized on it as a reason why investment had
an outlay of $10. If the equityholders do choose to invest, the collapsed, and why negotiating foreign debt down made sense.
rst $10 of the incremental cash from the new investment While their analysis of the underinvestment problem differed
will end up accruing to the old creditors in the event the bad in details from Stews analysis,9 it was similar in spirit.
scenario materializes. In todays nancial environment, debt overhang problems
To address this underinvestment problem, the optimal can be seen everywhere. When beleaguered mono-line insur-
restructuring of the senior debta solution the old creditors ers refused to raise equity (because the proceeds would have
5. See for example Froot et al (1989). shared with the creditors.
6. Sudipto Bhattacharya and Antoine Faure-Grimaud (2001). 8. Kroszner (2003).
7. With one possible caveat: since the old creditors would accept such a writedown 9. In Krugmans version of the debt overhang and underinvestment problem faced by
only if promised an equity- or warrant-like payoff in the good scenario, the equityholders sovereign governments, the countrys industrialists understand that their corporations
might be less inclined to undertake all positive NPV investments because they must be will be asked to shoulder most of the higher taxes needed to pay off the debt, and they
accordingly refuse to increase their investment.

Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008 5
gone to bolstering the insurance guarantees they had written the aggressive use of leverage by the kinds of companies that
rather than generating new business), they were effectively make good LBO candidates.10
attempting to preserve the value of their existing equity, given What we have here, then, are the basic elements of a
the overhang of insurance commitments they had underwrit- theory of capital structure with two main counterbalancing
ten. And the same was true of Fannie and Freddies reluctance factorsmajor sources of costs and benetsthat could yield
to issue equity, despite the benets that would likely have an optimal level of debt. And in his 1983 Presidents Address
accrued to taxpayers. to the American Finance Association, Stew began by identi-
Whats more, the recent mandatory infusions of equity by fying this tension between the underinvestment costs and
the U.S. Treasury into nine U.S. nancial institutions can be tax benets of debt as the static trade-off theory of capital
seen as a recognition of the importance and intractability of structure. But the greater part of that speechas well as a
the debt overhang problem. By requiring the nancial rms paper co-authored with Nicholas Majluf and published a year
to accept the new equity, the Treasury is trying to ensure laterwas devoted to introducing a new rival to that theory,
that the rms existing liabilities will not prevent them from one that he called the pecking order.
raising new capital that will in turn make possible new invest-
mentssay, loans to consumers and industrial companies. The Pecking Order Theory
Stews 1977 paper highlighted a major cost of debt. But what
The Static Trade-off Theory explains the well-documented reluctance of larger, established
In this sense, Stews 1977 paper on debt overhang now seems public companies to issue equity after their initial IPO?
remarkably prescienta guide to our times for policy makers And what explains the widely recognized tendency of such
as well as economists and nance practitioners. But having companies when funding new investment to begin by using
discussed the debt overhang problem in some detail, lets now internal cash, then consider issuing debt, and view equity as
turn to the important role the paper has played in our theories a last resort?
of capital structure. Stews 1984 paper with Nicholas Majluf explained this
Debt overhang, of course, suggests a serious cost of nancing pattern as a value-conserving way of funding new
having too much leveragethe value lost through corporate investmentone that minimizes the information costs associ-
failure to invest in promising projects if the rm gets into ated with raising outside capital. The argument goes as follows:
nancial trouble. But this cost varies greatly among different Since a companys top managers are generally in a position to
kinds of companies. Stew begins the paper by arguing that know more than outside investors about its prospects and
the current market values of all companies can be viewed as value, they have an incentive to issue new stock rather debt if
having two main components: (1) assets in placeroughly they believe the equity is overvalued by the market. But the
speaking, the present value of the earnings generated by the market understands this incentive to issue overvalued equity;
rms existing operations and investments; and (2) growth and to compensate for their own informational disadvan-
optionsthe expected present value of earnings from possi- tage, investors typically respond to this negative signal by
ble future possible investments that, although not yet funded marking down the issuers share price, especially when there
(and perhaps not even envisioned), are premised on the rms are no clearly protable uses for the funds. Anticipating
existing investments and capabilities. such markdowns, most established companies tend to avoid
The key insight of the paper is that, for companies whose seasoned equity offerings, preferring instead to use internal
value consists in large part of growth options, the expected funds or debt to nance new investment.
costs of nancial trouble in terms of underinvestment will While this modellike all of Stews modelsis remark-
generally outweigh the tax benets of debt, and the value- ably simple, it is again full of implications. In the pecking
maximizing capital structure is likely to consist largely if not order theory, the interest tax shields and concerns about nan-
entirely of equity. By contrast, for rms whose value consists cial distress that drive the static tradeoff theory become at
mainly of tangible assets in placethink of cash cows most second-order effects. Changes in debt ratios are dictated
with limited growth opportunitiesthe expected costs of mainly by the need for external funds, and not by any deliber-
forgone future investment are likely to be modest, while the ate attempt to reach an optimal capital structure. And as the
tax shields and other benets of debt (that we mention later) pecking order predictsand researchers have conrmed
can be substantial. This cost-benet tradeoff helps explain the debt ratios of increasingly protable companies tend to

10. Since publication of Stews paper, these predictions have been borne out by re- This insight also has relevance to the design of optimal bankruptcy regimes, where
peated studies using a variety of indicators of corporate growth opportunities, including what is at stake here is not just the extent of corporate investment opportunities, but also
price-to-book ratios, R&D spending, and high ratios of intangible to tangible assets. the disparity between the protability and value of new investment opportunities and the
Moreover, after recognizing that tangible assets provide better collateral for debt than value of existing investments. Recent empirical research on the impact of soft versus
intangible assets, Stew defended the conventional corporate practice of focusing on book hard bankruptcy regimes on investment activities in more innovative as compared to
rather than market measures of leverage in estimating expected costs of nancial dis- the traditional sectors of economies appears to bear out this type of reasoning.
tress.

6 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
move lower over time instead of higher, as the static-tradeoff least for mature companies with stable cash ows and limited
theory would suggest.11 growth opportunities, is high leverage. By forcing such
In addition to their ability to explain the nancing behav- companies to pay out (in the form of interest and principal)
ior of large, publicly traded companies, the concepts of adverse cash ow that cannot be protably reinvested, debt nancing
selection and the signaling costs of raising outside equity are has the potential to conserve value that might otherwise be
also of considerable help in understanding recent events. lost through negative-NPV investments. 14
Commercial banks have been suffering signicant losses. But The Liquidity Paradox. Thus, whereas Stew held up equity
unlike the mono-line insurers, banks appear to have produc- nancing as the solution to a debt-induced underinvestment
tive uses for additional capital, with so many assets are trading problem, Mike Jensen saw debt as a means of curbing what
at re-sale prices. And until the recent government infusions might be described as a corporate overinvestment problema
of equity, they seemed unable or unwilling to raise capital problem stemming from excess cash or liquidity.15 In Stews
through public issues. What little capital had been raised up early work on capital structure, he assumed that corporate
to this point had come mainly from private placements with decisions are aimed primarily at maximizing rm value.
large institutions such as sovereign wealth funds. But in more recent work, he follows Jensen and Meckling
The Myers-Majluf paper helps explain the difculty by entertaining the possibility that corporate managers have
of raising equity under these circumstances. Given the motives other than value maximization.
uncertainty about the quality of bank balance sheets, an For example, in a 1998 paper called The Paradox of
announcement of a large public equity issue could take the Liquidity, Stew and Raghuram Rajan (another of the co-
bottom out of a banks stock price; it would be a signal to authors of this article) explore a different kind of corporate
the market that the bank is worried about future losses and liquidity problem, but one that also has its roots in agency
wants outsiders to share the burden. It would be far better in costs. In this case, the conict is not the one between manag-
such cases for the bank to open its books to a sovereign wealth ers and shareholders discussed by Jensen and Meckling.
fundor to a private investor like Warren Buffettand Rather its a conict between the managers (as representative
explain why it needs capital and why its balance sheet might of the shareholders) of companies with lots of liquid assets
be healthier than the market believes it to be. and the creditors of such companies. The problem is this:
unless the liquid assets are placed in a lock-box, manage-
Agency Costs and Corporate Financing ment may have no credible way of ensuring that it will not
In a 1976 article called Theory of the Firm: Managerial suddenly transform those assets in ways that hurt the credi-
Behavior, Agency Costs, and Capital Structure,12 Michael tors. To illustrate the problem, think of a bank that, having
Jensen and William Meckling identied another potentially just closed a large 10-year debt nancing after promising
important cost associated with issuing equity to outside to invest the proceeds in loans to large, investment-grade
investors. The source of such costs was the potential conict companies, decides instead to take a big position in subprime
between corporate managers and shareholders over the mortgage-backed securities. As this example is meant to show,
optimal size and risk of the rm, with managers tending while liquidity helps ensure that assets can be sold for higher
to place a higher value than shareholders on corporate size values if and when creditors get their hands on them, the
and diversication. And there was also an important conict chances of creditors actually getting their hands on them are
over corporate payout policy. As Jensen himself argued in reduced by the possibility of managements converting them
a follow-up article, corporate managers in mature indus- into less liquid and riskier assets.
tries have a natural tendency to retain and reinvest excess As a result of this ability to shift liquidity against the
capitalin declining core businesses or diversifying acquisi- creditors, would-be borrowers tend to nd extremely liquid
tionsinstead of returning it to investors through dividends assets almost as hard to borrow against as highly illiquid
or stock buybacks.13 assets. This ability to transform assets against the interests
One way of limiting this corporate free cash flow of creditorsliterally overnighthelps explain why invest-
problem, as Jensen called it, is to pay out a larger fraction ment banks tend to nd long-term capital so costly, despite
of corporate earnings as dividends. But another solution, at the liquidity of their own balance sheets, and why so much

11. Conversely, the market leverage of rms whose earnings fall tends to increase, at circumstances. A similar argument was also presented by Nobel laureate Joseph Stiglitz
least in relation to the often depressed market value of their equity. In a 1999 paper, in a 1974 paper.
Stew and Lakshmi Shyam-Sunder run a horse race between the static trade-off theory 15. A number of nance scholars since then have attempted to integrate these two
and the pecking order theory, and the evidence comes out rmly in favor of the latter. See counterbalancing factorsthe underinvestment problem associated with too much debt
Myers and Shyam-Sunder (1999). and the free cash ow problem associated with too littleinto a unied theory of capital
12. Jensen and Meckling (1976). structure. Among the most notable is a modeling framework presented in a 1995 paper
13. Jensen (1986). by Oliver Hart and John Moore that explores how these two offsetting factors are ex-
14. Jensen and Meckling (1976) also identied a potentially important cost associ- pected to inuence the nancing decisions of companies with different levels of (cash
ated with high leverage: the incentive it provides managers of nancially distressed rms ow) protability and growth opportunities.
to increase risk to take advantage of the free option represented by equity under those

Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008 7
of their nancing takes the form of secured overnight loans, Capital Budgeting and Real Options
with the liquid assets posted as security. Indeed, the recent While Stews papers on capital structure opened up a new
travails of investment banks can be attributed in signicant literature by exploring departures from the M&M frame-
part to the fact that assets that were once liquid, and thus work, his contributions to the capital budgeting literature
formed the basis for secured borrowing, are no longer liquid. highlight a somewhat different but equally important aspect
At the same time, the overall balance sheets of investment of his work. These contributions are examples of his unique
banks are still liquid enough that long-term unsecured nanc- ability to take an existing theory and explore its implica-
ing is extremely expensive. Thus, the investment banks are tions for different problems in nanceand, in so doing,
caught between a rock and a hard place. to evaluate its usefulness in organizing our thinking about
In two still more recent papers,16 Stew further explores such problems. Stews work in capital budging also reects
the idea of capital structure being inuenced by managers his conviction that research needs to build frameworks that
self-interestmore specically, with the aim of maximiz- rely on a theoretical understanding of the problemsan
ing the present value of their future compensation. Stews understanding that, in this case, takes account of both capital
innovation here is to view the public corporation as a complex markets and corporate nancing strategyand, as we shall
structure in which corporate managers and outside investors see, corporate business strategy as well.
effectively co-invest to create value. The basic argument is In fact, one might say that Stews work in capital budget-
that, in order to attract and retain the most talented and ing has helped to close a literature. Generations of students,
capable top management teams, outside investors must be including some of the current authors, have been taught
willing to share some of the rents, or private benets, that capital budgeting methods that rely on concepts like value
come with the running and control of large public compa- additivity and adjusted present values, often without any
nies. Although such a compromise may appear to leave value reference to the original authorthat is, Stew Myers. But, in
on the table for private equity rms or other true value the words of Michael Jensen, this might be the best indicator
maximizers, Stew offers the intriguing suggestion that this of accomplishment. Jensen once said that truly new discover-
control- and value-sharing arrangement, besides being a more ies in nance go through three stages. First people deny that a
realistic account of how companies work, may end up creating new idea is correct. Then, when they recognize that the new
more value for public corporationsthose companies that, paradigm is correct, they often claim they had thought of it
as one recent observer noted, will continue to carry out the before. And when that proves wrong, people then declare the
lions share of the worlds growth opportunities.17 results to be obvious! A number of Stews insights into capital
One implication of this line of research, then, is to budgeting have attained this last stage of recognition, having
call into question the prescription that long guided corpo- become part of the stock of common knowledge in nance.
rate nance theorythat the clear duty of managers is to In the early 1970s, as we have already seen, the question
maximize shareholder value. Once we relax the insistence of optimal capital structure had been set up by M&M as
that shareholders are the sole residual claimants to rm value, a market value maximization problemone that, apart
the typical rationales for shareholder value maximization from tax effects, provided no clear way for differences in
especially the popular claim that maximizing shareholder nancial structure to affect rm value. This meant that the
value is equivalent to maximizing rm valuelose their most fundamental problems in corporate nance were then
validity. Starting as early as his 1977 paper, Stew has shown thought to be mainly issues of valuation, in particular the
in different ways that shareholder value maximization is not valuation of real assets. But, for people like Stew who were
always consistent with rm value maximization. And, in working in corporate nance at this time, this represented a
this most recent paper, he has proposed a promising alterna- challenge in that the methods for valuing assets and nancial
tive not just to the traditional concept of shareholder value securities had typically been produced by scholars working in
maximization, but also to the goalstill held up by most the capital markets wing of nance, and so they often arrived
nancial economistsof maximizing the claims of all outside in corporate nance with a lag.
providers of capital. By carving in insiders and providing a Stews interest in capital budgeting problems started
return for managers and employees human capital, Stew with his doctoral thesis, which can be viewed as a form of
may well have pointed to a solution that ends up increas- capital markets research. Out of that research came a 1968
ing the efciency and overall earnings power of our public article that used a time preference model to demonstrate
companiesthe engine that M&M originally identied as the principle of value additivitythe idea that the values
the main source of value. of individual projects within a single company can and

16. Myers (2000) and Myers and Lambrecht (forthcoming).


17. Karen Wruck, Private Equity, Corporate Governance, and the Reinvention of the
Market for Corporate Control, Journal of Applied Corporate Finance (Summer 2008),
Vol. 20 No. 3, p. 11.

8 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
should be calculated independently of one another, with no APV vs. NPV. In addition to its theoretical insights, Stews
concern about a given projects correlation (or lack thereof) work on capital budgeting has also produced a number of
with the rms other assets.18 In other words, Stew showed practical approaches and tools for addressing real-world
why companies should view individual projects as standalone problems. One such problem was how to capture the tax
capital budgeting problems rather than as parts of a corpo- benefit of debt in the capital budgeting and valuation
rate-wide portfolio maximization problem.19 process, a question that continues to perplex many corpo-
Although this concept of value additivity is now so rate analysts. The traditional approach was to reect such
much a part of our common understanding that its hard to benets by using the after-tax cost of debt in calculating
believe it has not always been this way, the idea was strongly a companys weighted average cost of capital, or WACC,
contested at the beginning of the 1970s. Many prominent which in turn was used to discount the companys expected
researchers at the time followed the approach of Nobel laure- future (pre-interest) operating cash ows. But there was one
ate Harry Markowitz, who in a 1959 article suggested that important limitation of this WACC approach: it is premised
corporate capital budgeting problems be treated like an inves- on a xed, or at least relatively stable, capital structure, an
tors portfolio decision. Such a portfolio selection approach, assumption that is likely to hold only for relatively large,
premised on risk-interdependence among all investment established companies.
projects within a rm, would require corporate planners and In a 1974 paper, Stew provided a way around this limita-
analysts to use complex portfolio selection maximization tion by proposing an Adjusted Present Value (or APV)
methods that take into account the risk characteristics of all approach that divides the value of a company (or individual
the projects or divisions within a rm when evaluating each project) into two components: (1) the operating value of the
individual investment decision. company or project (if nanced entirely with equity) and (2)
Stews work showed that, under very reasonable assump- the present value of the tax shield provided by debt. This
tions, risk-independence is a necessary condition for security approach has proved especially useful for growing compa-
market equilibrium, thereby justifying value-maximizing nies that expect to adjust their capital structure over time.
companies in treating the risk characteristics of each project Although it took almost a decade for this logic to be fully
independently when evaluating them. This theoretical result accepted by practitioners, APV has become the valuation
has two major implications for CFOs and other nancial tool of choice in leverage buyouts and venture capital deals.
decision makers: First, it greatly simplies the tasks of nan- But there has also been another, more general benet of
cial decision makers since they can use project-specic hurdle using APV: by separating the effects of nancing from the
rates or cost-of-capital benchmarks to decide which invest- real protability of a project or company, it has provided the
ments to pursue. Second, it has implications for the optimal managers of all kinds of companies with a way of carrying
corporate asset structure. Perhaps most important, it suggests out one of the rst principles of modern nance: the corpo-
that corporate diversication per se does not contribute to rate investment decision comes before the nancing decision.
shareholder value.20 In other words, in evaluating investments, start by looking
Although now generally accepted by nance practitioners at them on their operating merits alone; and if they pass the
as well as academics, this was a novel, and counterintuitive, operating test, then worry about the nancing.21
proposition when Stew rst made it. In the U.S. during the A Quick Look at Real Options. One of Stews most impor-
1960s and 1970s, most practitioners appeared to believe that tant contribution to the capital budgeting literature, from a
diversication strategies had the benecial effect of reducing practical and conceptual standpoint, may well be his more
the cost of capital for all the investment projects within a recent work on real options. As noted earlier, in his 1977
rmand the corporate landscape was dominated by large paper he divided all corporate assets into two categories:
and highly diversied conglomerates. In fact, it would take assets in place and growth options. He later coined the term
another decade before the insight that diversication does not real options for the second of these two categories.
reduce the cost of capital took hold in the practice of corporate Real options are valuable sources of managerial exibility
nance. But, prodded by the rise of private equity and lever- that are either embedded in, or can be built into, existing
aged restructuring in the mid-1980s, U.S. companies started corporate assets. Examples range from mineral and drilling
on a path of restructuring toward greater focus and concentra- rights held by commodity companies to patents of pharma
tion on core competencies that has continued to this day. companies, exible manufacturing facilities, and expan-

18. Myers (1968). 21. And a growing percentage of managers in large, established companies appear to
19. As Stew himself described the intellectual lineage of this work, Hirshleifer dis- have gotten the message. In their 2001 survey of Fortune 500 CFOs, John Graham and
covered Arrow-Debreu, and I discovered Hirshleifer. Campbell Harvey reported that about 10% of the CFOs claimed to use APV as their pri-
20. This result does not deny the possibility of linkages among projects that could mary valuation tool while about 30% reported using WACC. And, as one might expect,
lead to risk interdependence. See, for example, Myers (2001). there was a strong positive correlation between use of APV method and the users having
an MBA.

Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008 9
sion opportunities for multinationals. As this last example For example, management can use the logic of real options
suggests, real options can also be thought of promising invest- to make an initial round of exploratory investments with the
ment opportunitiessome wholly unforeseen at the time of clear expectation that the investment will either be expanded
the valuationstemming from a companys existing capabili- (and perhaps modied) if the project turns out well, or
ties and core competencies. abandoned if things go badly. In these kinds of situations,
As Stew pointed out in a classic 1984 article called the valuations that are arrived at will be only as good as the
Finance Theory and Financial Strategy, conventional DCF cash ow estimates that are put into the formulas. But even
capital budgeting, even when done correctly, cannot account so, the real options approach can help management structure
for the value of real options. What is missing from simple the rms investment program in a way that achieves the
DCF analysis is the ability to model the exible responses most efcient resolution of uncertainty.23
of corporate managers and other decision makers when new
information becomes available. The ability to structure Using Finance in Regulation
projects to maximize a companys learning opportunities Stews application of nance to corporate practice is also well
while minimizing its upfront investment outlays is one of illustrated by his work on regulation. This work started with
the attractions of this approach. his research on how to calculate a fair rate of return for public
In its narrowest range of applications, the real options utilities while taking account of ination. His contributions
approach can be seen as an extension of nancial option on insurance regulation have also been very inuential. And
pricing models to the valuation of nonnancial assets. In in one area of regulationrate-setting rates for railroads
fact, Fischer Black, Myron Scholes, and Robert Merton that has had little success in recent decades, his work on the
mention this possibility in their famous 1973 papers. The importance of sunk costs provides a simple explanation
accomplishment of Stews 1984 paper was to lay out explic- of why regulation has failed and how the problem can be
itly how to translate the logic of nancial options to address corrected.
issues of capital budgeting and strategic planning decisions. Lets start with the case of public utilities. In a 1972 paper
Stew was the rst consistent advocate of this way of think- called The Application of Finance Theory to Public Utility
ing; as he described himself, he was a cheerleader for real Rate Cases, Stew laid out a clear framework for establishing
options. And his advocacy has had a major impact on the economically fair rates of return. In 1949, the Supreme
world of practitioners as well as academia.22 Court offered the following guidance in its ruling that
The real options valuation approach is best suited to
companies whose operations involve a large component The return to the equity owner should be commensurate
of market or public risk. Classic applications of this with returns on investments in other enterprises having corre-
framework are investments in exploration by commodity sponding risks. That return, moreover, should be sufcient to
companies such as oil and gold producers, where the main assure condence in the nancial integrity of the enterprise, so
source of risk is the future price of the commodity and its as to maintain its credit and to attract capital.24
volatility. In such cases, a real options approach encourages
and enables analysts to make the greatest possible use of the In practice, state regulatory commissions have attempted to
very detailed information provided by the spot and futures apply this ruling by setting consumer prices that would allow
markets for these commodities. utilities to earn an adequate return on the book value of their
But in recent years, the real options approach has also capital investment. And this also meant using historical or
attracted interest in areas such as pharmaceutical companies book values in calculating the cost of debt and equity, and
and venture capital, where risks tend to be company-specic in determining the weights to be used in coming up with an
or private (for example, the risk of a new drugs failing to historical weighted average cost of capital.
gain FDA approval or lead to a commercial opportunity). Stew, however, argued that the allowable rate of return
In these kinds of applications, the accuracy of real option should be forward-looking and proposed a number of
valuations is more limited since, instead of market prices, adjustments to that end: (1) the weights of debt and equity
analysts must rely on subjective estimates of future cash ows should be based on market values rather than book values;
and their expected variability. And even in cases where real (2) the rate on debt should be based on the current borrow-
options has clear limitations as a valuation method, it can ing costs of the rm and adjusted for taxes; and (3) the cost
help in thinking about a companys strategic course of action. of equity should be calculated using the beta of the rms

22. An example of the latter is Stews work with Saman Majd on abandonment op- rms to respond to uncertainty. For an early work that codied this body of work on real
tions. See Myers and Majd (1984). options and linked it to the literature on investment decisions under uncertainty, see
23. The tremendous growth in the appeal and range of applications of real options in Avinash Dixit and Robert Pindyck, Investment under Uncertainty (1994).
the last 25 years has been attributed by many to the increasing rates of change and 24. From the Supreme Court Decision on Federal Power Commission et al. v. Hope
volatility in markets, which reinforces the importance for managers of positioning their Natural Gas Company, 320 U.S. 591 (1949) at 603.

10 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
assets (using rm and industry data) and the Capital Asset considerable promise, holding out a possible basis for capital
Pricing Model. Although all these recommendations have allocation among the business units of not only insurance
since become standard practice, they represented a major companies, but all kinds of nancial rms.
change from the way things were done in the 1950s and One area where regulation appears to have been
1960s.25 ineffective is the railroads. The U.S. Interstate Commerce
A second area where Stews work has had a signicant Commission (ICC) was established in 1887 to ensure that
impact is insurance regulation. His 1987 paper with Richard the railroads did not use their monopoly position to exploit
Cohn, Insurance Rate of Return Regulation and the Capital farmers. After the Second World War, trucking became
Asset Pricing Model, proposed a simple principle for deter- an increasingly important competitor to the railroads. By
mining a fair rate of return to shareholders in insurance 1980 this competition and the requirement that the railroads
companies: Rate regulation should ensure that whenever a provide services on even low-volume railroads had led to
policy is issued, the resulting equity value equals the equity many bankruptcies in the industry and prevented the raising
invested in support of that policy. The implication here is of new capital. The Staggers Act of 1980 was designed to
that the premium should cover the present values of expected reverse this trend by taking into account competition from
losses, the expenses incurred in administering the policies, the trucking industry and making regulation less onerous
and taxes, along with a normal return on equity. By adher- on the railroads. However, it has not achieved its aims, and
ing to this principle, insurance regulators can ensure that railroads in the U.S. have failed to earn their cost of capital
the value of shareholders equity in insurance companies at any time in recent years.
is kept roughly equal to the equity investment in the rm, And the U.K. has had a similar experience with its
thus providing them with an adequate rate of return and approach to regulation since privatizing its railways in 1993.
the ability to attract new capital. Moreover, as in the case In this case, regulation has led to a drastic deterioration
of utilities, the authors also advocated use of the CAPM of the infrastructure and the bankruptcy of the company
to determine a fair rate of return on equity and hence the owning and operating the track.
discount rates to use in calculating these present values. In an important 2001 paper, Stew and Jerry Hausman
This methodology works well for insurance companies provided a convincing explanation of the failure of this
that are engaged in a single line of business. But, for insur- U.S. and U.K railroad regulation. The explanation begins
ance companies with multiple lines of business, the question by noting that the regulatory rate-setting process does not
is how the cost of equity capital should be allocated to the take account of what amount to signicant sunk costs
different lines when there is a common pool of equity avail- involved in owning and operating railroads. Such activities
able to all. At the end of the 1990s, the conventional wisdom generally require major investments in tracks, bridges, and
among insurance academics was that allocation of capital by tunnels. And when there is a large decline in trafc, the
line of business was inappropriate for insurance companies, rate of return on railroads invariably becomes signicantly
and the prices of differences lines of insurance should be negative. To offset this possibility, regulators must allow the
determined on the basis of the overall risk and capital of returns in periods of heavy trafc to be much higher than
the insurer.26 But, in a 2001 paper, Stew and James Read normal average returns in the industryhigh enough to
pointed out that this result depends crucially on the absence compensate for the losses in bad times. By continuing to
of frictions such as taxes and bankruptcy costs. They showed ignore sunk costs and limit railroad returns in good times
that when taxes and bankruptcy costs are considered, capital to normal levels, U.S. and U.K. regulators will continue
allocations can be assigned to different lines by reecting to discourage not only new investment in, but even mainte-
the marginal contribution of each to default value (where nance of, the existing capital stock.
these marginal default values add up to the total expected After analyzing this regulatory problem, the paper
value of the rm in the event of default). This nding has presents a real-options approach that is designed to enable

25. In a series of papers, Stew put forward a range of arguments and evidence show- The value of regulated utilities was also affected greatly by the high ination of the
ing why this basic methodology was the most practical and robust, and why it was su- 1970s and 1980s. The standard method of utility regulation involved measuring the rate
perior to other ways of nding of rates of return (see, for example, Myers 1972b, 1973a, base in terms of original cost. However, in inationary times this leads to front-end load-
1973b, and 1978). Myers and Borucki (1994) contains a case study of a sample elec- ing as ination eats away the value of the original cost. Myers, Kolbe and Tye (1985)
tric and gas utilities to investigate one of the main alternative methods for nding costs show how an alternative called the trended original cost rate base can adjust for this
of equity capital. This alternative methodology involves backing out the equity rate of problem by increasing the rate base with ination (but with the unwanted consequence
return for each company from the current stock price and projections of future cash ows of providing a windfall gain to current shareholders. The moderation in ination in the
based on analyst estimates. For many of the companies investigated, the costs of equity 1980s and the low ination that was experienced in 1990s and early to mid 2000s
found in this way are plausible. However, there is considerable noise in the estimates and meant that this kind of change became unnecessary, but the need for it may be revived
this suggests that benchmark averages rather than single-company estimates should be in the coming years.
used. More importantly, the results suggest that methodologies such as those based on 26. See Phillips, Cummins and Allen (1998), which uses the techniques developed
the CAPM should also be used for conrmation. in Black and Cox (1976) and Merton (1977) to determine the price of insurance by line
using only line-specic liability growth rates and the overall risk of the rm.

Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008 11
regulators to incorporate such sunk costs when calculating and Mumbai will have overtaken London and New York as
allowable rates of return.27 nancial centers. But students around the world will continue
to get their introduction to nance from the bible.
Brealey and Myers
The rst corporate nance textbook was arguably Arthur
Stone Dewings The Financial Policy of Corporations, which franklin allen is the Nippon Life Professor of Finance and Profes-
was rst published in 1919. The book consisted mainly of sor of Economics at the University of Pennsylvanias Wharton School of
institutional and legal details of corporations and how they Business.
nanced themselves. There was little if any economic or nan-
cial analysis of why these institutions or patterns had come sudipto bhattacharya is Professor of Finance at the London
into being, or of the factors that would likely make them School of Economics.
change. Over the years, corporate nance textbooks began to
incorporate more economics and nance. But they remained raghuram rajan is Eric J. Gleacher Distinguished Service Professor
largely institutional in their focus and methods. of Finance at the University of Chicagos Graduate School of Business.
Starting with Markowitzs development of portfolio
theory, the foundations of the eld of nance, both capital antoinette schoar is Michael M. Koerner Associate Professor of
markets and corporate nance, were laid by a number of Entrepreneurial Finance at the MIT Sloan School of Management.
breakthroughs and follow-up developments. Besides M&Ms
famous capital structure and dividend irrelevance proposi-
tions noted earlier, there was the Sharpe-Lintner CAPM, the References
work of Fama and others on efcient markets, the Merton- S. Bhattacharya, 1977, The Role of Collateral in Resolv-
Black-Scholes option pricing model, the work of Jensen and ing Problems of Incentives and Adverse Selection, Working
Ross on agency theory, and, nally, the work of Stew Myers Paper, Sloan School, Massachusetts Institute of Technol-
on capital structure and capital budgeting discussed at length ogy.
above. Although these topics had been treated in the existing S. Bhattacharya and A. Faure-Grimaud, 2001, The Debt
textbooks, none had presented them as a unied whole. Hangover: Renegotiation with Non-contractible Investment,
This changed with the publication, in 1981, of Brealey Economics Letters, Vol. 70(3), pp. 413-419.
and Myerss Principles of Corporate Financea book that, F. Black and J. Cox, 1976, Valuing Corporate Securi-
by bringing together all the different parts of this relatively ties: Some Effects of Bond Indenture Provisions, Journal of
new subject, revolutionized the teaching of nance. It rapidly Finance, Vol. 31(2), pp. 351-367.
became known as the bible of nance, a reputation that R. A. Brealey, S.C. Myers, and F. Allen, 2008, Principles of
continues to this day. The global sales of the book have long Corporate Finance, 9th Edition, New York, McGraw-Hill.
been and continue to be the largest of any textbook in nance R.A. Brealey, S.C. Myers, and A. Marcus, 2007,
at the advanced level. Whats more, the phenomenal success Fundamentals of Corporate Finance, 5th Edition. New York,
of the book cannot be explained solely by its effectiveness McGraw-Hill.
in capturing the key conceptual elements of the revolution C. Calomiris and C. Kahn, 1991, The Role of Demand-
in nance theory. Also worth noting is a rich vein of humor able Debt in Structuring Optimal Banking Arrangements,
that runs through the book, affording moments of pleasure American Economic Review, Vol. 81(3), pp. 497-513.
to even the most reluctant students of this branch of the D.W. Diamond and R.G. Rajan, 2001, Liquidity Risk,
dismal science. Liquidity Creation, and Financial Fragility: a Theory of
Many generations of MBA students have learned most Banking, Journal of Political Economy, Vol. 109(2), pp. 287-
of the finance that they know from Brealey and Myers. 327. Available at SSRN: http://papers.ssrn.com/sol3/papers.
And the book is not likely to be displaced or superseded cfm?abstract_id=112473.
by a competitor any time soonif only because the time O.D. Hart and J.H. Moore, 1995, Debt and Senior-
involved in writing a textbook from scratch means that this ity: an Analysis of the Role of Hard Claims in Containing
is no longer an economic proposition for nance academics. Management, American Economic Review, Vol. 85(3), pp.
By 2058 gargle blasters will be a reality. And when the 567-585.
25th edition of Brealey and Myers is published in that year, it K. Froot, D. Scharfstein, and J. Stein, 1989, Debt
will be co-authored by Aggarwal and Chen, while Shanghai Forgiveness, Indexation, and Investment Incentives, Journal

27. In brief, the method involves nding a base-level discount rate that equates the
value of after-tax cash ows to investors with the required investment. This base level is
then adjusted to account for uncertainty and the asymmetric nature of the returns due
to the sunk costs.

12 Journal of Applied Corporate Finance Volume 20 Number 4 A Morgan Stanley Publication Fall 2008
of Finance, Vol. 44(5), pp. 1335-1350. S.C. Myers, Finance Theory and Financial Strategy,
Jensen, M, 1986, The Agency Costs of Free Cash Flows, Interfaces, January/February, 1984. pp. 126-137.
Corporate Finance, and Takeovers, American Economic S. C. Myers, 2000, Outside Equity, Journal of Finance,
Review, Vol. 76(2), pp. 323-329. Available at SSRN: http:// Vol. 55(3), pp. 1005-1037.
papers.ssrn.com/sol3/papers.cfm?abstract_id=99580. S.C. Myers, 2001, Capital Structure, Journal of
M. Jensen and W. Meckling, 1976, Theory of the Firm: Economic Perspectives, Vol. 15(2), pp. 81-102.
Managerial Behavior, Agency Costs, and Capital Structure, S. C. Myers and N. Majluf, 1984, Corporate Financ-
Journal of Financial Economics, Vol. 3(4), pp. 305-360. ing and Investment Decisions when Firms Have Information
R. Kroszner, 2003, Is it Better to Forgive than to That Investors Do Not Have, Journal of Financial Economics,
Receive? An Empirical Analysis of the Impact of Vol. 13(2), pp. 187-221.
Debt Repudiation, Working Paper, University of Chicago. S.C. Myers and Saman Majd (1984), Calculating the
Available at http://faculty.chicagogsb.edu/randall.kroszner/ Abandonment Value Using
research/repudiation4.pdf. Options Pricing Theory, MIT Sloan School of
B. Lambrecht and S.C. Myers, 2008, Debt and Manage- Management Working paper, No. 93-
rial Rents in a Real-options Model of the Firm, forthcoming 001WP, November S.C. Myers and R. Cohn, 1987,
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papers.ssrn.com/sol3/papers.cfm?abstract_id=908065. Pricing Model. Fair Rate of Return in Property Liability
R.C. Merton, 1977, An Analytical Derivation of the Insurance, Eds: J.D. Cummins and S. Harrington, Norwell,
Cost of Deposit Insurance and Loan Guarantees: An Appli- MA: Kluwer-Nijhoff Publishing Co.
cation of Modern Option Pricing Theory, Journal of Banking S. C. Myers and L.S. Borucki, 1994, Discounted Cash
and Finance, Vol. 1(4), pp. 3-11. Flow Estimates of the Cost of Equity Capital, Financial
F. Modigliani and M.H. Miller,1958, The Cost of Markets, Institutions and Investments, Vol. 3(3), pp. 9-45.
Capital, Corporation Finance and the Theory of Investment, S.C Myers, A.L. Kolbe, and W.B. Tye, 1984,Regulation
American Economic Review, Vol. 48(3), pp. 261-297. and Capital Formation in the Oil Pipeline Industry, Trans-
M. H. Miller, 1988, The Modigliani-Miller Proposi- portation Journal
Journal, Vol. 23(4), pp. 25-49.
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Vol. 2(4), pp. 99-120. and Rate of Return Regulation Research in Transportation
S. C. Myers, 1968, A Time-State-Preference Model of Economics, Vol. 2, pp. 103-119.
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Analysis, Vol. 3(1), pp. 1-33. Risk: Economic Principles and Applications to Natural Gas
S. C. Myers,1972a, Application of Finance Theory to Pipelines and Other Industries, Boston: Kluwer Academic
Public Utility Rate Cases, Bell Journal of Economics and Publishers.
Management Science, Vol. 3(1), pp. 58-97. S. C. Myers and R. Rajan, 1998,The Paradox of
S. C. Myers, 1972b, On the Use of in Regulatory Liquidity, Quarterly Journal of Economics, Vol. 113(3), pp.
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Uncertainty. Risk and Regulated Firms, Ed: R.H. Howard, Company, Journal of Risk and Insurance, Vol. 65(4), pp.
Lansing, MI: Michigan State University Public Utilities 597-636.
Papers. L. Shyam-Sundar and S.C. Myers, 1999, Testing Static
S. C. Myers, 1974, Interactions of Corporate Financing Trade-off against Pecking Order Models of Capital Struc-
and Investment Decisions -- Implications for Capital Budget- ture, Journal of Financial Economics, Vol. 51(2), pp. 219-244.
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Management, Vol. 7(3), pp. 66-68.
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