A General Theory of Holdouts (JMP) (2025) [Online Appendix][Slides]
Why do debt restructurings use seniority, takeovers use cash, and unanimity rarely solves holdouts?
We show that the answer lies in commitment: a threat works only if the dealmaker will actually carry it out. Seniority can credibly punish holdout creditors, while similar dilution is not credible in takeovers, making cash the natural solution. More commitment is not always better—partial increases can actually make holdouts worse.