Accounting and Corporate Finance
Intermediate
Debt Overhang
An underinvestment problem in which existing debt reduces the incentive to finance a positive-value project because part of the project's gains would accrue to existing creditors rather than equity holders.
Why It Matters
Debt overhang helps explain financing constraints, covenant design, debt exchanges, priority disputes, and restructuring choices when a firm's legacy claims change the payoff from new investment.
Reading the Measure
A working relation and an interpretive limit for corporate-finance use.
Interpretive caution
Not every failure to invest is debt overhang. The analysis should identify who receives the marginal gains, which financing alternatives are available, and whether information, agency, or liquidity constraints offer a better explanation.
Accounting reference: Myers: Determinants of Corporate Borrowing
Selected Literature
A short list of directly relevant archive entries.
1977
Advanced
1986
Advanced
Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers
Michael C. Jensen
American Economic Review
1995
Advanced
2006
Advanced
Related Cases
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.
