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Firms, Contracts, and Financial Structure
Oliver Hart
CLARENDON PRESS · OXFORD
Great Clarendon Street, Oxford OX2 6DP
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Published in the United States by Oxford University Press Inc., New York © Oliver Hart, 1995
First published 1995
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You must not circulate this book in any other binding or cover and you must impose this same condition on any acquirer British Library Cataloguing in Publication Data
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ISBN 0–19–828881–6 (Pbk)
For Benjamin, Daniel, Rita, Philip
and Ruth
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Acknowledgements
This book has grown out of the Clarendon lectures given at Oxford University in May 1993. Chapters 1, 2, 6, and 7 are based on the lectures themselves; Chapters 3, 4, 5, and 8 represent new material.
I have benefited from the help, suggestions, and encouragement of many people. My greatest debts are to Sandy Grossman, with whom I began much of the work presented here, and to John Moore, with whom I continued it. The ideas in this book could not have been developed without them. John Moore has also provided significant suggestions for improving the book and important psychological support. I owe him a great deal. I would also like to give special thanks to Philippe Aghion, who collaborated with me (and John Moore) on the bankruptcy analysis of Chapter 7, and who provided very useful criticisms of an early draft of the book.
Over the years, I have learned a great deal from talking with some close colleagues about incomplete contracts and the theory of the firm. I would particularly like to thank Patrick Bolton, Mathias Dewatripont, Bengt Holmstrom, Andrei Shleifer and Jean Tirole. They have helped to shape my ideas. Patrick Bolton, Andrei Shleifer, and Jean Tirole also provided detailed comments on a first draft, as did Rabindran Abraham, Raj Aggarwal, Lucian Bebchuk, Maija Halonen, Ilya Segal, and Steve Tadelis. Steve Tadelis, in addition, provided very valuable research assistance.
Discussions with other colleagues, students, and friends have contributed to the development of the ideas in this book. I would like to thank Fabrizio Barca, Morten Bennedsen, Erik Brynjolfsson, Leonardo Felli, Donald Franklin, Martin Hellwig, Henrik Lando, Eric Maskin, Meg Meyer, John Mitchell, Geoffrey Owen, Ying Yi Qian, Matthew Rabin, Charles Sabel, Klaus Schmidt, Lars Stole, Peter Swann, Aaron Tornell, John Vickers, David Webb, Birger Wernerfelt, Chenggang Xu, Xiaokai Yang, Luigi Zingales, and Jeffrey Zwiebel.
I would like to acknowledge those who have helped me in other ways. I have learned a great deal about the art of writing from my wife, Rita Goldberg. She has also given me useful
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ACKNOWLEDGEMENTS |
comments on parts of the book. To the extent that this book is well-written, a lot of the credit should go to her. I have also been lucky to have excellent secretarial assistance. Yvonne Zinfon, at Harvard, did a wonderful job of typing the manuscript. She put in extra hours to complete the book on time and managed to keep calm when chaos reigned around her.
Finally, I would like to thank various institutions for their assistance. I started the book when I was on leave at the London School of Economics from MIT, and continued it when I moved to Harvard. I am grateful to all three universities for providing me with a stimulating work environment. I have also received very useful financial support from the National Science Foundation of the United States (Grant No. SBR 9320845), the National Bureau of Economic Research, and British Petroleum (who financed my stay at LSE).
I owe special thanks to Oxford University Press and Oxford University for inviting me to give the Clarendon lectures and for making me realize that this book was possible.
Contents
Introduction |
1 |
|
PART I UNDERSTANDING FIRMS |
|
|
1. |
Established Theories of the Firm |
15 |
2. |
The Property Rights Approach |
29 |
3. |
Further Issues Arising from the Property Rights Approach |
56 |
4. |
A Discussion of the Foundations of the Incomplete Contracting Model |
73 |
PART II UNDERSTANDING FINANCIAL STRUCTURE |
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5. |
Theories of Financial Contracting and Debt |
95 |
6. |
Capital Structure Decisions of a Public Company |
126 |
7. |
Bankruptcy Procedure |
156 |
8. |
The Structure of Voting Rights in a Public Company |
186 |
References |
211 |
|
Index |
223 |