Active Investors, LBOs, and the Privatization of Bankruptcy

11 Pages Posted: 31 Mar 2010

See all articles by Michael C. Jensen

Michael C. Jensen

Harvard Business School; SSRN; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI); Harvard University - Accounting & Control Unit

Multiple version iconThere are 2 versions of this paper

Abstract

In this testimony to the House Ways and Means Committee on February 1, 1989 (when LBOs and other highly leveraged transactions were under fierce attack by politicians and the media), the author identified “LBO associations” such as KKR and Forstmann Little as a valuable innovation in organizational form - a new model of management and governance that was competing directly with the headquarters of large public corporations, especially conglomerates. In the author’s words, LBOs “substitute incentives provided by compensation and ownership plans for the direct monitoring and often centralized decision-making in the typical corporate bureaucracy.”

In illustrating his point, the author noted that whereas the CEOs of U.S. companies during the ’70s and ’80s saw their personal wealth go up by only about $3 for every $1,000 increase in firm value, the average CEO in an LBO experienced a change of $64 per $1,000 - and for the partners of the LBO firm, the closest equivalent to a conglomerate CEO, the change was about $200 per $1,000.

Based on the performance of the first wave of LBOs to return to public ownership, such dramatic concentrations of equity ownership appear to have produced large gains in operating efficiency. (And since the author’s testimony, these findings have been confirmed by subsequent studies of later periods and in other countries.) The heavy debt loads in these transactions, besides making possible the concentration of equity ownership, also perform an important control function, intensifying the search for efficiencies and discouraging reinvestment in low-return projects. For those LBOs that have trouble servicing their debt loads, the author argues that the costs of insolvency should turn out to be significantly lower than for traditional public companies because LBOs provide strong incentives to keep the process of reorganizing troubled companies out of the bankruptcy court (a prediction that, although proving wrong in the early ’90s, has turned out to be true of the most recent wave of private equity deals).

Suggested Citation

Jensen, Michael C., Active Investors, LBOs, and the Privatization of Bankruptcy. Journal of Applied Corporate Finance, Vol. 22, Issue 1, pp. 77-85, Winter 2010. Available at SSRN: https://ssrn.com/abstract=1581817 or http://dx.doi.org/10.1111/j.1745-6622.2010.00263.x

Michael C. Jensen (Contact Author)

Harvard Business School ( email )

Soldiers Field
Negotiations, Organizations & Markets
Boston, MA 02163
United States
617-510-3363 (Phone)
305-675-3166 (Fax)

HOME PAGE: http://drfd.hbs.edu/fit/public/facultyInfo.do?facInfo=ovr&facId=6484

SSRN ( email )

7858 Sanderling Road
Sarasota, FL 34242
United States
617-510-3363 (Phone)
305 675-3166 (Fax)

HOME PAGE: http://ssrn.com/author=9

National Bureau of Economic Research (NBER) ( email )

1050 Massachusetts Avenue
Cambridge, MA 02138
United States

European Corporate Governance Institute (ECGI) ( email )

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

Harvard University - Accounting & Control Unit ( email )

Soldiers Field
Boston, MA 02163
United States

Register to save articles to
your library

Register

Paper statistics

Downloads
2
Abstract Views
1,786
PlumX Metrics