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Chapter 4
BEHAVIORAL CORPORATE FINANCE*
MALCOLM BAKER
Harvard Business School and NBER, Soldiers Field, Boston, MA 02163, USA
e-mail: [e-mail]
RICHARD S. RUBACK
Harvard Business School, Soldiers Field, Boston, MA 02163, USA
e-mail: [e-mail]
JEFFREY WURGLER
Stern School of Business and NBER, 44 West Fourth Street, Suite 9-190, New York, NY 10012-1126, USA
e-mail: [e-mail]
Contents
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Abstract 146
Keywords 146
1. Introduction 147
2. The irrational investors approach 148
2.1. Theoretical framework 149
2.2. Empirical challenges 153
2.3. Investment policy 155
2.3.1. Real investment 155
2.3.2. Mergers and acquisitions 156
2.3.3. Diversification and focus 158
2.4. Financial policy 158
2.4.1. Equity issues 159
2.4.2. Repurchases 161
2.4.3. Debt issues 162
2.4.4. Cross-border issues 163
2.4.5. Capital structure 163
*
The authors are grateful to Heitor Almeida, Nick Barberis, Zahi Ben-David, Espen Eckbo, Xavier Gabaix,
Dirk Hackbarth, Dirk Jenter, Augustin Landier, Alexander Ljungqvist, Ulrike Malmendier, Jay Ritter, David
Robinson, Hersh Shefrin, Andrei Shleifer, Meir Statman, Theo Vermaelen, Ivo Welch, and Jeffrey Zweibel for
helpful comments. Baker and Ruback gratefully acknowledge financial support from the Division of Research
of the Harvard Business School.
Handbook of Corporate Finance, Volume 1
Edited by B. Espen Eckbo
Copyright © 2007 Elsevier B.V. All rights reserved
DOI: 10.1016/S1873-1503(06)01004-X
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146 M. Baker et al.
2.5. Other corporate decisions 164
2.5.1. Dividends 165
2.5.2. Firm names 166
2.5.3. Earnings management 167
2.5.4. Executive compensation 167
3. The irrational managers approach 168
3.1. Theoretical framework 169
3.2. Empirical challenges 171
3.3. Investment policy 172
3.3.1. Real investment 172
3.3.2. Mergers and acquisitions 173
3.4. Financial policy 174
3.4.1. Capital structure 174
3.4.2. Financial contracting 174
3.5. Other behavioral patterns 175
3.5.1. Bounded rationality 175
3.5.2. Reference-point preferences 176
4. Conclusion 177
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References 178
Abstract
Research in behavioral corporate finance takes two distinct approaches. The first em-
phasizes that investors are less than fully rational. It views managerial financing and
investment decisions as rational responses to securities market mispricing. The second
approach emphasizes that managers are less than fully rational. It studies the effect
of nonstandard preferences and judgmental biases on managerial decisions. This sur-
vey reviews the theory, empirical challenges, and current evidence pertaining to each
approach. Overall, the behavioral approaches help to explain a number of important
financing and investment patterns. The survey closes with a list of open questions.
Keywords
irrational investors, irrational managers, investment policy, financial policy, market
timing, catering
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Ch. 4: Behavioral Corporate Finance 147
1. Introduction
Corporate finance aims to explain the financial contracts and the real investment be-
havior that emerge from the interaction of managers and investors. Thus, a complete
explanation of financing and investment patterns requires an understanding of the be-
liefs and preferences of these two sets of agents. The majority of research in corporate
finance assumes a broad rationality. Agents are supposed to develop unbiased forecasts
about future events and use these to make decisions that best serve their own interests.
As a practical matter, this means that managers can take for granted that capital markets
are efficient, with prices rationally reflecting public information about fundamental val-
ues. Likewise, investors can take for granted that managers will act in their self-interest,
rationally responding to incentives shaped by compensation contracts, the market for
corporate control, and other governance mechanisms.
This paper surveys research in behavioral corporate finance. This research replaces
the traditional rationality assumptions with potentially more realistic behavioral as-
sumptions. The literature is divided into two general approaches, and we organize the
survey around them. Roughly speaking, the first approach emphasizes the effect of in-
vestor behavior that is less than fully rational, and the second considers managerial
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behavior that is less than fully rational. For each line of research, we review the basic
theoretical frameworks, the main empirical challenges, and the empirical evidence. Of
course, in practice, both channels of irrationality may operate at the same time; our tax-
onomy is meant to fit the existing literature, but it does suggest some structure for how
one might, in the future, go about combining the two approaches.
The  irrational investors approach assumes that securities market arbitrage is imper-
fect, and thus that prices can be too high or too low. Rational managers are assumed to
perceive mispricings, and to make decisions that may encourage or respond to mispric-
ing. While their decisions may maximize the short-run value of the firm, they may also
result in lower long-run values as prices correct. In the simple theoretical framework
we outline, managers balance three objectives: fundamental value, catering, and market
timing. Maximizing fundamental value has the usual ingredients. Catering refers to any
actions intended to boost share prices above fundamental value. Market timing refers
specifically to financing decisions intended to capitalize on temporary mispricings, gen-
erally via the issuance of overvalued securities and the repurchase of undervalued ones.
Empirical tests of the irrational investors model face a significant challenge: mea-
suring mispricing. We discuss how this issue has been tackled and the ambiguities that
remain. Overall, despite some unresolved questions, the evidence suggests that the ir-
rational investors approach has a considerable degree of descriptive power. We review
studies on investment behavior, merger activity, the clustering and timing of corporate
security offerings, capital structure, corporate name changes, dividend policy, earnings
management, and other managerial decisions. We also identify some disparities between
the theory and the evidence. For example, while catering to fads has potential to reduce
long-run value, the literature has yet to clearly document significant long-term value
losses.
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