With one hand tied behind their back
This chapter uses the New York cable television provider Cablevision to describe the way in which boards can delegate some of the task of monitoring management to participants in external capital markets. Unlike a firm’s current shareholders, who have little say over how their funds are allocated, external capital markets provide their funds only if the investment returns are adequate. This chapter shows how managers of firms with substantial cash-generating assets in place can use the collateral that these assets provide to weaken the discipline of external capital markets. It shows how their ability to do this is restricted if the board authorizes share repurchases or special dividends funded by increased borrowing, as these replace “soft” payouts to shareholders with “hard” payouts to bondholders. Managers’ ability to exploit collateral is further restricted if the board uses spinoffs to break up the firm’s internal capital market.