1. Applying Game Theory to Finance
“I can calculate the motions of heavenly bodies, but not the madness of people”
- Isaac Newton, upon losing £20,000 in the South Sea Bubble in 1720

2. Game Plan
Hostile Takeovers
Bubbles
David McAdams

3. - Dale Oesterle, Cato Review of Business & Government, 1996
Hostile Takeovers
“Robert Campeau is considered by many as the best example of a fool.”
- Dale Oesterle, Cato Review of Business & Government, 1996
“The biggest, looniest deal ever."
- Fortune Magazine, July 1988, on Campeau’s acquisition of Federated Stores.

4. Hostile Takeover Plan Robert Campeau vs. Macy’s for Federated
Conditional vs. unconditional offers
Flat vs. tiered offers
Qwest Bond Swap
Coercive offers
Staggered offers
Poison Pills, Saturday Night Specials, etc.
David McAdams

5. Macy’s vs. Campeau
You are shareholders of Federated, whose share price is $100.
Macy’s offers you $105 per share conditional on getting at least 50%
Campeau offers an unconditional tiered offer …
David McAdams

6. Macy’s vs. Campeau
If less than 50% tender to him, then each gets $110 per share.
If X% > 50% tender to him, then each gets a “blended price” of
Campeau pays $80 extra per share beyond 50%
If everyone tenders, Campeau pays $95 per share
If Campeau wins and you have not tendered, then Campeau will be able to buy you out at $80
David McAdams

7. Macy’s vs. Campeau Do you: Tender to Macy’s OR Tender to Campeau?
David McAdams

8. Qwest Bond Swap
“Today a federal judge will decide whether Qwest can proceed with an exchange offer in which institutional investors (in a $1.5B issue) are being asked to exchange each $1,000 bond for a new one with face value $545. The offer is a coercive one that will leave bondholders who do not accept it in the back of line for repayment if Qwest goes broke…”
- “A Bond Swap Available Only to Big Players”, NY Times, December 18, 2002.
David McAdams

9. Qwest Bond Swap
“If Judge Chin allows the offer to go ahead, institutional investors who own bonds will find themselves in a position with some resemblance to the classic ‘prisoners’ dilemma’... If no one tendered, then Qwest would be in the same position as before the offer, and any bondholder would be no worse off. But if a lot of holders tender, those who refuse will be worse off than they were.”
- “A Bond Swap Available Only to Big Players”, NY Times, December 18, 2002.
David McAdams

10. Qwest Coercive Bond Swap
How is / is not the game played among bondholders similar to the Prisoners’ Dilemma?
Why exclude non-institutional investors from the offer?
David McAdams

11. Qwest: Some Simple Cases
Qwest owes $1.5B w/ $600M assets.
Given success (everyone tenders) Qwest still goes bankrupt
Is it a dominant strategy to tender?
Qwest owes $1.5B w/ $1B assets
Given success, Qwest avoids bankruptcy
Irony: The tender offer can only succeed if the probability of bankruptcy remains high enough even after success
Why exclude non-institutional investors?
David McAdams

12. Qwest: Less Simple Cases
Qwest owes $1.5B w/ assets that are worth either $600M or $1B.
Given success, it avoids bankruptcy w/ Prob($1B)=45%
Is tender a dominant strategy here?
… for higher or lower Prob($1B)?
Same as above but $300M worth of bondholders are excluded from the deal
Tender becomes a dominant strategy for the $1.2B who remain
Irony: The tender offer can only succeed if the probability of bankruptcy remains high enough even after success
Consider case in which everyone tenders. If $600M in assets, then go bankrupt and everyone who tenders gets 40% (50% * 600/750) while non-tenders get 0%. If $1B in assets, then everyone who tenders gets 50% while non-tenders get 100%.
Overall, tenders get 55% * 40% + 45% * 50% = 44.5%.
Overall, non-tenders get 45%.
After $300M are removed, this changes somewhat. If $600M in assets, then everyone who tenders gets 50% instead of 40%. (Everything else stays the same.)
Overall, tenders get 55% * 50% + 45% * 50% = 50%.
Why exclude non-institutional investors?
David McAdams

13. Qwest Continued: When All Bonds aren’t Created Equal
In reality, Qwest had many different bond issues it wanted to retire through these swaps, with different repayment priority.
Qwest also didn’t issue its swap offers for all of its issues at once but rather staggered the offers
Does the order matter?
Should Qwest swap high-priority bonds first or low-priority ones?
David McAdams

14. Zwest Game
Fictional firm Zwest has three bondholders A,B,C each owed $3M.
There is some uncertainty about Zwest’s future assets: Zwest will have $5 million with 66.7% and $8 million with 33.3%.
Absent any tendering, A gets repaid first followed by B, then C.
Since assets are always less than $9 million, Zwest always goes bankrupt and has equity value of $0.
David McAdams

15. Zwest Game
Zwest will offer A,B,C each to exchange their $3M bond for a priority $2M bond.
Those who tender will have higher priority than those who don’t, but priority rankings are preserved between those that tender and those that don’t.
Example: if only B tenders, then B is paid $2M first then A is paid $3M then C is paid either $0M or $3M, depending on whether asset value is $5M or $8M.
David McAdams

16. Zwest Game #1 (A first)
Zwest makes A decide first whether or not to tender, then B, then C
David McAdams

17. Zwest Game #2 (C first)
Zwest makes C decide first whether or not to tender, then B, then A
David McAdams

18. Play Zwest Games!
Group into three pairs to play (you and a partner will play together)
Roll a die to see who is A, B, C
With your partner decide which game you would rather be playing (in your role), and write this down with your names and a brief explanation
Your choice will not affect which game you ultimately play
David McAdams

19. Play Zwest Games!
I’ll inform you which game your group will be playing
Record the progress and the results on the sheet given to you
David McAdams

20. Commitment
“The Power to Constrain an Adversary Depends Upon the Power to Bind Oneself.”
- Thomas Schelling
NYTimes April 29, 2000: “Another Technology Victim; Soros Fund Manager Says He ‘Overplayed’ Hand”. Quote of a Wall Street analyst who worked with both men: “Julian (Roberts of Tiger Hedge Fund) said, ‘This is irrational and I won’t play”, and they carried him out feet first. Druckenmiller said, ‘This is irrational and I’ll play’, and they carried him out feet first.”
(Julian Roberts, manager of the legendary Tiger Hedge Fund, refused to invest in technology stocks since he thought they were overvalued. The Tiger Fund was dissolved in 1999 because its returns could not keep up with the returns generated by dotcom stocks.)

21. Commitment in the Examples We’ve Seen
Campeau committed to paying the high price $110 even if he failed to gain control
This allowed him to avoid failure, since shareholders would all want to tender if he were going to fail
Qwest committed not to renegotiate later with the non-tenderers
David McAdams

22. Game within a Game
So far, we have examined hostile takeovers as a voting game played among the target’s stockholders
But actually the shareholder vote is a “game within a game”
Entrenched management, the raider, and other suitors strategize over influencing shareholders’ options and incentives in the forthcoming vote  That in itself is a game …
David McAdams

23. Bitter Pills
Numerous ways for entrenched management to increase the cost of a takeover (“Shark Repellant”)
“Poison Pills”
“Macaroni Defense”
… and for raiders to fight back
“Lady MacBeth Strategy”
“Saturday Night Special”
Poison Pills A strategy used by corporations to discourage a hostile takeover by another company. The target company attempts to make its stock less attractive to the acquirer. There are two types of poison pills: 1. A "flip-in" allows existing shareholders (except the acquirer) to buy more shares at a discount The "flip-over" allows stockholders to buy the acquirer's shares at a discounted price after the merger.
1. By purchasing more shares cheaply (flip-in), investors get instant profits and, more importantly, they dilute the shares held by the competitors. As a result, the competitor's takeover attempt is made more difficult and expensive. 2. An example of a flip-over is when shareholders have the right to purchase stock of the acquirer on a 2-for-1 basis in any subsequent merger. This is similar to the macaroni defense, except it uses equity rather than bonds.
Macaroni Defense
An approach taken by a company that does not want to be taken over. The company issues a large number of bonds with the condition they must be redeemed at a high price if the company is taken over.
Why is it called Macaroni Defense? Because if a company is in danger, the redemption price of the bonds expands like Macaroni in a pot!
Lady Macbeth Strategy
A corporate takeover strategy whereby a third party poses as a white knight to gain trust, but then turns around and joins with unfriendly bidders. One of Shakespeare's most frightful but ambitious characters, Lady Macbeth devises a cunning plan for her husband, the Scottish general, to kill the Duncan, the King of Scotland. The success of Lady Macbeth's scheme is a result of her deceptive ability to appear noble and virtuous, thereby securing Duncan's trust in the Macbeths' honor and loyalty.
Jonestown Defense A defensive strategy where the target company engages in an activity that might actually ruin the company, rather than prevent the hostile takeover. Also known as a 'suicide pill.' The term refers to the 1978 Jonestown massacre, where a religious cult (the People's Temple) led by Jim Jones committed mass suicide in Guyana.
David McAdams

24. Saturday Night Specials
“From the hostile bidder’s perspective, the most critical element – in contrast to substantive matters such as the price offered and the number of shares sought – is speed … If the hostile bidder can structure its offer so that target shareholders must decide to tender before a competitive bid can be arranged, a substantial advantage will be secured”
- Source, Gibson and Black (1995), “The Law and Finance of Corporate Acquisitions”
David McAdams

25. Game within a Game within a Game (within a Game)
Management needs shareholders to approve a Poison Pill. Thus, shareholders and management play a game long before raider arrives.
Yet one layer deeper: Poison Pills remove management’s incentive to take more drastic, self-destructive behavior
If management can commit to adopt such a “Scorched-Earth Policy”, then shareholders will be more willing to grant a Poison Pill
David McAdams

26. Role of Regulation
Players may strategically commit to strategies that reduce overall gains from the game.
Beneficial regulation shapes the options available to players so that the options they will likely choose lead to better outcomes.
Saturday Night Specials were made illegal by the Williams Act of 1968, which stipulated that any tender offer must be kept open for at least 20 days.
David McAdams

27. Bubbles “We thought it was the 8th inning, and it was the 9th”
- Stanley Druckenmiller, former manager of Soros’ Quantum Fund, April 2000.
“Julian said, ‘This is irrational and I won’t play”, and they carried him out feet first. Druckenmiller said, ‘This is irrational and I’ll play’, and they carried him out feet first.”
- NYTimes April 29, 2000: “Another Technology Victim; Soros Fund Manager Says He ‘Overplayed’ Hand”. (Julian Roberts managed Tiger Hedge Fund, dissolved in 1999.)
NYTimes April 29, 2000: “Another Technology Victim; Soros Fund Manager Says He ‘Overplayed’ Hand”. Quote of a Wall Street analyst who worked with both men: “Julian (Roberts of Tiger Hedge Fund) said, ‘This is irrational and I won’t play”, and they carried him out feet first. Druckenmiller said, ‘This is irrational and I’ll play’, and they carried him out feet first.”
(Julian Roberts, manager of the legendary Tiger Hedge Fund, refused to invest in technology stocks since he thought they were overvalued. The Tiger Fund was dissolved in 1999 because its returns could not keep up with the returns generated by dotcom stocks.)

28. Bubbles: Game Plan Newspapers, academics, and crystal balls…
Should you sell when you know you are in a bubble?
Bubble Game
Lessons learned: Bubble Game
David McAdams

29. Newspapers, academics, and crystal balls …
Spotting trends
The January Effect
Consider dropping “inevitable slide” since I do that in Game Theory
David McAdams

30. Spotting trends “__ is typically a strong month for stocks”
“__ tends to be a good month for stocks”
“__ has historically been a strong month”
“__ is usually a great month for stocks”
“__ is often a negative month for stocks.”
“__ tends to be a bad month for stocks”
“__ is traditionally a poor month for stocks”
“__ is a scary month for stocks”
David McAdams

31. Mark Twain, in Pudd’nhead Wilson:
Spotting Trends
Mark Twain, in Pudd’nhead Wilson:
“October. This is one of the peculiarly dangerous months to speculate in stocks in…
“The others are July, January, September, April, November, May, March, June, December, August, and February.”

32. Spotting trends Good: Jan, June, July, Dec Bad: Mar, Aug, Sep, Oct
Sources: Motley Fool, CNN, USA Today, Dow Jones, Dean Inv. Ass.
Good: Jan, June, July, Dec
Bad: Mar, Aug, Sep, Oct
If each month is equally likely to go up or down, there is an 80% chance that some month will be “bad” three years in a row!
80% of the time, a naïve analyst will identify (with 95% false confidence!) a day of the month on which the markets have historically performed better than average.
Animated to appear separately. Segue to last bullet: perhaps this is just a problem that we have only looked at the last three years. If we looked back through all recorded history, we’d pick up any trends, avoiding the false positives.
If confidence level is lowered to 90%, then chances rise to 96% of getting false positive.
David McAdams

33. January Effect
Tendency of the stock market to rise between December 31 and the end of the first week in January.
Well-documented by a spate of scholarly research in the 1980s
David McAdams

34. Sampling of Research (USA data up to 80s)
In equally-weighted portfolio, average return 3.5% in January, only .5% in others
Excess returns not seen in DJIA, so effect limited to and more pronounced in small stocks
Over half of excess return on small stocks in Jan.
Excess returns greatest for small firms whose prices have declined previous year
Excess returns in first five days not observed for “winners” of previous year
David McAdams

35. Sampling of Research (non-USA data up to 80s)
January returns exceptional in 15/16 countries studied.
In Belgium, Netherlands, Italy, January return exceeds the return for the whole year!
Taxes appear confirmed as part of story
Britain has April effect, Australia has July effect.
January itself seems significant
Effect in Japan (where no capital gains) as well as Britain and Australia.
David McAdams

36. What Should You Do?
Careful research has shown that there was a January effect from
Should you go buy small-caps this December?
David McAdams

37. January Defect?
Source: The Independent Adviser for Vanguard Investors, December 10, 2002
“In the past few years, the January effect has been more of a January defect as investors, trying to get an edge on their competitors, have jumped earlier and earlier. In some cases the January effect takes place in November or even December.”
January Effect or Defect? Find Out What's in Store for Small-Caps This Winter
by Dan Wiener Editor, The Independent Adviser for Vanguard Investors December 10, 2002
Winter is here, and holiday spirits are high all over. They're even cheery on Wall Street because December is the time when investors' hopes spring eternal -- particularly when it comes to something known as the "January Effect."
The January Effect (or as some call it, the January Defect) is the long-held belief that January is a particularly good month for small-cap stocks. The unexamined (or over-examined) wisdom maintains that small-caps outperform large-caps in January as buyers flush with hopes and dreams (and maybe a little cash raised at year-end) pounce on small stocks looking for a bounce.
In the past few years, according to the academics who attempt to prove and disprove these Wall Street myths, the January effect has been more of a January defect (hence the new name) as investors, trying to get an edge on their competitors, have jumped earlier and earlier. In some cases the January effect takes place in November or even December.
David McAdams

38. Most Recent Research
The Declining January Effect: Evidences from the U.S. Equity Markets Source:Quarterly Review of Economics and Finance v43, n2 (Summer 2003):
David McAdams

39. Bubbles What is a bubble? How do bubbles start?
How do bubbles persist?
How do bubbles burst?
Must irrationality be invoked?
David McAdams

40. A Simple Model of Bubbles
A structural change leads unsophisticated investors to conclude there is a “new economy” with permanently higher growth (and permanently rising prices!).
South Sea bubble in 1700s
Tech bubble in 1990s
BUT sophisticated investors know that the growth spurt is temporary and will return to normal levels
Still, no one knows how long high growth will last
This model is based on Abreu and Brunnermeier, “Bubbles and Crashes”, Econometrica (2003) A
David McAdams

41. A Simple Model of Bubbles
Sophisticated investors begin to realize that the growth spurt has ended after the fact and not all at the same time.
As long as a majority of sophisticated investors stay invested, price continues to increase at a high rate. (This is an assumption.)
For our purposes, “bubble” = majority of sophisticated investors know that growth has stopped, but still a majority stays invested.
BUT once a majority of sophisticated investors have sold, the naïve realize their error and the bubble bursts. A
David McAdams

42. Should you sell immediately?!
How Do Bubbles Start?
You are an investor in the early 1700s.
The masses believe that the South Seas Company’s price is sure to rise at high rates permanently.
To your surprise, you learn that South Seas trade is a dud!
Should you sell immediately?!
David McAdams

43. Bubble Game: Rules 5 players 10 periods. Decide Buy/Sell in each
After period 10, Price will revert to Value
Price process
Price = Value = $1 at start
Price doubles each period until 3 or more sophisticates have sold
Player payoffs
Once you Sell, you are done and get current price.
If you still own when 3 others have sold, you get current Value
David McAdams

44. Bubble Game: Rules Value process Information process
Value doubles each period during the growth period.
I will flip a coin each period to determine whether growth has ended (beginning after round 1).
Example: If growth stops after round 3, then value = price ($1, $2, $4) in periods 1,2,3 but value = $4 in all periods T > 3 whereas price keeps on doubling. When bubble bursts, price falls back to $4.
Information process
Once growth ends, one randomly chosen player will immediately learn that it has ended
The next period, a second player will learn that it has ended, and so on
Note: Upon learning, you don’t know if you were the first to learn, the second, … or the last!
David McAdams

45. Sell Immediately Upon Learning: Nash Equilibrium?
Suppose that all others are following the strategy of selling immediately upon learning that growth has stopped (but not before)
Should you sell immediately upon learning yourself?
David McAdams

46. How Do Bubbles Persist and Burst?
Play the Bubble Game to find out!!
Form groups of four or five so that there are ten groups total
Select one from among you to represent your group.
Discuss among yourselves how to play – no discussion will be allowed once game begins
Consult hand-out for more detailed info on game
We will play two iterations of the Bubble Game, then discuss for lessons learned
Possible lessons learned. Game is designed so that in unique equilibrium everyone holds until the 10th period and sells only then.
Players go to separate areas outside of the classroom. Results about who has learned what / done what are projected for the class to see as things progress…
David McAdams

47. News and “Overreaction”
We have seen that bubbles can exist even when there are numerous rational players
BUT bubble can only persist when these players are relatively uncertain about when others are going to sell
Even small news events can serve as coordinating devices that allow / force the rational investors all to escape the bubble
The response is not an “overreaction” to the news but the bubble bursting
Note: This does not explain why the stock market moves a lot with every news story. Im
David McAdams