Internal Equity, Taxes, and Capital Structure Jonathan Lewellen Dartmouth College and NBER
[email protected] Katharina Lewellen Dartmouth College
[email protected] Revision: March 2006 First draft: June 2003 We are grateful to Nittai Bergman, Ian Cooper, Harry DeAngelo, Linda DeAngelo, Murray Frank, Chris Hennessy, Dirk Jenter, Stew Myers, Micah Oficer, Jeff Pontiff, Jim Poterba, Josh Rauh, Ilya Strebulaev, Toni Whited, and workshop participants at Baruch, Boston College, BYU, Insead, MIT, Oregon, UBC, USC, Wisconsin, and the 2004 EFA, 2005 AFA, and 2005 WFA annual meetings for helpful comments. We also thank Scott Weisbenner for providing data. Internal Equity, Taxes, and Capital Structure Abstract We argue that trade-off theory’s simple distinction between debt and ‘equity’ is fundamentally incomplete because firms have three, not two, distinct sources of funds: debt, internal equity, and external equity. Internal equity (retained earnings) is generally less costly than external equity for tax reasons, and it may be cheaper than debt. It follows that, even without information problems or adjustment costs, optimal leverage is a function of internal cashflows, debt ratios can wander around without a specific target, and a firm’s cost of capital depends on its mix of internal and external finance, not just its mix of debt and equity. The trade-off between debt, retained earnings, and external equity depends on the tax basis of investors’ shares relative to current price. We estimate how the trade-off varies cross-sectionally and through time for a large sample of U.S. firms. 1. Introduction The finance literature has long offered a simple model of how taxes affect financing decisions, familiar to generations of MBA students.