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The role of the medium of exchange in competition among bidders and its effect on returns to stockholders in corporate takeovers are investigated. Consistent with recent empirical evidence, our model shows that stockholders of both acquiring and target firms obtain higher returns when a takeover is financed with cash rather than equity, and that returns to target shareholders increase with competition. The modelpredicts that the fraction of synergy captured by the target decreases with the level of synergy. Finally, it is shown that, as competition increases, the cash component of the offer as well as the proportion of cash offered increases. Several studies examine the effects of competition and the medium of exchange on the returns to target and acquiring firms' stockholders. Usually the effects of these two factors are studied independently. Bradley, Desai, and Kim (1988) document that when there are competing bidders in tender offers, the average gain to the winner is lower, and the average gain to the target is higher, than in the absence of compe

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This paper investigates the effects of seniority rules and restrictive dividend convenants on the over‐ and under‐investment incentives associated with risky debt. We show that increasing seniority of new debt decreases the incidence of under‐investment but increases over‐investment, and vice versa. Under symmetric information, the optimal seniority rule is to give new debtholders first claim on a new project without recourse to existing assets (i.e., project financing). Under asymmetric information, the optimal debt contract requires equating the expected return to new debtholders in the default state to the new project's cash flow in the same rate. If this is not possible, the optimal seniority rule calls for strict subordination of new debt if the expected cash flow in default is small and full seniority if it is large. With regard to dividend convenants, we show that their effect depends on whether or not dividend payments are conditioned on future investments. When they are unconditioned, allowing more dividends increases the under‐investment incentive. In contrast, conditional dividends decrease the underinvestment incentive and increase the over‐investment incentive.

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