This paper models and characterizes investment incentive problems associated with debt financing. The decision problem of residual claimants is explicity formulated and their investment policies are characterized. The paper also analyzes the use of conversion features and warrants to control distortionary incentives. These claims reverse the convex shape of levered equity over the upper range of the firm's earnings, and this mitigates the incentive to take risk. It is shown that, under certain conditions, such claims can be constructed to restore net present value maximizing incentives and simultaneously meet the financing requirements of the firm.

This paper considers a firm that must issue common stock to raise cash to undertake a valuable investment opportunity. Management is assumed to know more about the firm's value than potential investors. Investors interpret the firm's actions rationally. An equilibrium model of the issue-invest decision is developed under these assumptions. The model shows that firms may refuse to issue stock, and therefore may pass up valuable investment opportunities. The model suggests explanations for several aspects of corporate financing behavior, including the tendency to rely on internal sources of funds, and to prefer debt to equity if external financing is required. Extensions and applications of the model are discussed.