1. Introduction
The decision of how to deploy internal funds is central to the conflict between shareholders and
managers (Jensen, 1986). Any discussion of the efficacy of corporate governance mechanisms to control
managers must address this issue. During an economic expansion, as cash reserves increase, managers
make strategic decisions about whether to disburse the cash to shareholders, spend it internally, use it for
external acquisition, or continue to hold it. It is theoretically ambiguous how self-interested managers
will choose between spending free cash flow and stockpiling it as cash reserves. Managers must tradeoff
private benefits of current spending against the flexibility provided by accumulating excess cash reserves.
Further, self-interested managers must weigh whether the likelihood of discipline is greater from excess
spending or from visibly holding too much cash.