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Growth, Investor Protection and Security Design

37 Pages Posted: 24 Mar 2005  

Nisan Langberg

University of Houston - C.T. Bauer College of Business; Tel Aviv University

Date Written: June 2006


We analyze the optimal financial contract of a growing firm. The analysis is based on firms' need to repeatedly raise funds in the presence of information asymmetries. When insiders can divert funds from the firm at the expense of investors and at the expense of future investment, valuable future growth opportunities act as a disciplinary device. Namely, they provide insiders with the incentive to repay investors and mitigate the need for control mechanisms (e.g., monitoring by investors). The optimal financial contract resembles a combination of external equity and risky debt. The fraction of investment that is financed with external equity is shown to be higher for firms with more valuable growth opportunities. Outside equity emerges as an optimal security entirely as a consequence of the dynamics of the problem. In a one-period version of the model, the optimal security is debt. The model can help explain the reliance of high-growth firms on equity financing, the well-known empirical regularity that more profitable firms have lower leverage ratios, and is consistent with firms' reliance on equity financing in countries with strong investor protection.

Keywords: Financial Contracts, Investor Protection, Security Design, Outside Equity, Debt financing, Firm Dynamics

JEL Classification: G33, G32, G24

Suggested Citation

Langberg, Nisan, Growth, Investor Protection and Security Design (June 2006). AFA 2006 Boston Meetings Paper. Available at SSRN: or

Nisan Langberg (Contact Author)

University of Houston - C.T. Bauer College of Business ( email )

Houston, TX 77204-6021
United States

Tel Aviv University ( email )

Ramat Aviv
Tel-Aviv, 6997801

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