
Chapter 7: Other aspects of capital investment appraisal
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1.5 Agency effects on capital structure
Agency theory can be used to explain the capital structure of a company and its
choices of financing for new investment. Agency theory, which was developed by
Jensen and Meckling (1976), states that the governance of a company is based on
conflicts of interest between the company’s owners (shareholders), its managers and
major providers of debt finance.
Each of these groups has different interests and objectives.
The shareholders want to increase their income and wealth. Their interest is
with the returns that the company will provide in the form of dividends, and
also in the value of their shares. The value of their shares depends on the long-
term financial prospects for the company. Shareholders are therefore concerned
about dividends, but they are even more concerned about long-term profitability
and financial prospects, because these affect the value of their shares.
The directors and managers are employed to run the company on behalf of the
shareholders. However, if the managers do not own shares in the company, they
have no direct interest in future returns for shareholders, or in the value of the
shares. Unless they own shares, or unless their remuneration is linked to profits
or share values, their main interests are likely to be the size of their
remuneration package, and other benefits from their job and position such as
their status as company managers.
The major providers of debt have an interest in sound financial management by
the company’s managers, so that the company will be able to pay its debts in full
and on time. Major lenders will often be concerned that a company will borrow
more because the cost of borrowing is fairly low, and invest the money in high-
risk ventures.
These conflicts of interest can have implications for capital gearing and preferences
for financing method.
Shareholders might prefer debt finance as a new source of funding. When
managers own shares in the company, a new issue of shares might dilute their
interest in the company’s equity, and other shareholders should want to prevent
this from happening. Borrowing to finance growth rather than relying on equity
also reduces the amount of free cash for managers to spend on personal interests
and benefits.
Providers of debt capital might be worried by the fact that debt capital gives
shareholders an incentive to invest in high-risk projects. They might therefore
oppose new borrowing by a company when they think that this will put their
interest (the security of their investment and returns) at risk.
Jensen and Meckling argued that the ‘optimal’ capital structure for a company is
obtained by trading off not just the marginal benefits and marginal costs of extra
debt (as suggested by static trade-off theory) but also by trading off the ‘agency
costs’ of additional debt and the ‘agency costs’ of additional equity.