REORGANIZATION AND FINANCIAL DISTRESS: AN EMPIRICAL INVESTIGATION

Prior studies on financial distress focus on the restructuring of one aspect of the firm. By examining various forms of restructuring, we provide empirical evidence that asset restructuring and governance restructuring play significant roles before bankruptcy filing. Our analysis shows that financial restructuring before bankruptcy is influenced by the holdout problem among creditor groups. Evidence suggests that the fraudulent conveyance provision does not pose a serious impediment to divestitures during the two years before bankruptcy. The evidence also indicates that Chapter 11 reorganization is lenient toward management. Although Chapter 11 allows the firm to breach burdensome executory contracts with employees, our findings suggest that union busting is not an important part of the reorganization process. Finally, we identify various financial characteristics to predict the different types of restructuring a firm may undertake.     

Mutual development : Towards new criteria and indicators

The processes of globalization driving restructuring in all countries are harbingers of a new dialogue about paths to development. This development will not be based on the old model of macroeconomic management, but on a broader, systemic view beyond economics—Mutual Development. This article examines a range of social indicators, quality-of-life indicators, and new forms of regional and national accounting, and their applicability in the planning and implementation of Mutual Development based on precepts of grassroots action, cultural diversity, and global sustainability.     

Discretionary write-downs,write-offs,and other restructuring provisions: a signaling approach

This paper introduces a model seeking to explain the discretionary write-downs, write-offs, and other restructuring provisions reported by managers. The model comprises a firm, a manager, and a financial market. The firm is about to be restructured. The manager has some private information about the likelihood of success of his restructuring action. The manager may recognise all or part of the expenditure associated with his future restructuring action by reporting a discretionary restructuring provision. The manager chooses whether or not to report a provision, recognising the impact of the provision on his compensation. The paper shows how, under certain conditions, the manager may credibly communicate his private information to investors through his provision policy. Testable implications are consistent with the empirical evidence reported by Strong and Meyer (1987), Elliott and Shaw (1988), and Zucca and Campbell (1992).     

The Determinants of the Amount of Information Disclosed about Corporate Restructurings

This paper examines the information voluntarily disclosed about corporate restructurings. In 1995 the FASB's Emerging Issues Task Force reached a consensus opinion about mandatory restructuring disclosures. I use these requirements to construct a statistic that measures the amount of information voluntarily disclosed for a sample of firms from 1990–1993. Disclosure levels increased dramatically when the SEC targeted restructurings as an area for increased oversight in late 1993. Controlling for this SEC action, I document a positive association between the amount of information disclosed and increased monitoring by shareholders, suggesting that monitoring complements disclosure rather than substitutes for it. The amount disclosed is negatively related to the appointment of a new CEO prior to the restructuring, perhaps reflecting the use of the restructuring charge to manage earnings for these firms.     

Institutional trading, information production, and the choice between spin-offs, carve-outs, and tracking stock issues

We analyze a firm's choice between spin-offs, equity carve-outs, and tracking stock issues and the role of institutional investors in corporate restructuring. We model a firm with two divisions. Insiders have private information about firm value and face an equity market with retail and institutional investors. We show that restructuring increases information production by institutional investors (relative to that about the consolidated firm): the highest increase in information production arises from spin-offs, the next highest from carve-outs, and the lowest from tracking stock issues. Insiders with the most favorable private information implement spin-offs; those with less favorable private information implement carve-outs; those with even less favorable private information implement tracking stock issues; and those with unfavorable private information remain consolidated. We explain the positive announcement effect and increase in analyst coverage associated with all three forms of restructuring. Our model also generates a number of novel testable predictions for firms' choice between spin-offs, carve-outs, and tracking stock issues, and for institutional trading around these three forms of restructuring.     

Diversity and social progress in the next millennium: an evolutionary perspective

An evolutionary framework for speculating about some of the socio-cultural and genetic diversity issues of the next millennium is developed. Human populations (societies) are basic biological and socio-cultural units. The nature of human societies is shaped by two kinds of linked evolutionary process: biological and socio-cultural. These evolutionary processes, in turn, are driven by human interactions with the physical environment, microorganisms, other species, other human populations, and by technological innovations. Preservation of genetic and socio-cultural diversity is identified as a crucial aspect of social progress over the next millennium. The impact of these ecological and technological ‘drivers of change’ on future evolutionary processes is discussed. While the world's affluent societies will be increasingly liberated from nature's constraints and enriched by technological innovations, it is questionable, given historical experience, whether poorer ones will share in the prosperity. Significant innovations in socio-cultural evolution, including new forms of governance, will be required to harness the accelerating forces of change and to ensure future social progress for all peoples.     

Rethinking priority: The dawn of the relative priority rule and the new “best interests of creditors” test in the European Union

This article identifies one aspect of the cross‐class cram‐down from the EU Directive on restructuring and insolvency that has not drawn wide attention to date. In addition to giving EU Member States the option of a “relative priority rule,” the European legislator has introduced a new “best interest of creditors” test, which does not—like in Chapter 11 of the US Bankruptcy Code—use the value that a party could expect in a hypothetical liquidation as a comparator but refers to the “next‐best‐alternative scenario.” First, this article addresses the concepts of the absolute and relative priority rule from the Directive and explores the motives for introducing the relative priority rule. In particular, a demand for more flexibility in restructuring negotiations, the call for an instrument to overcome structural hold‐out positions of preferential (priority) creditors in some Member States, as well as a trend in Europe to break with the “traditional laws of insolvency law” of law and economics seem to have inspired the legislator in drawing up the relative priority rule. This article then deals with the new “best interest” test and examines its interaction with the relative priority rule. It is shown that the concept of combining the new “best interest” test with the relative priority rule is coherent in theory. However, this article remains skeptical as to whether this interaction can succeed in practice, as the new “best interest” test is likely to add another stress point to the negotiations of restructuring plans.     

Work and its future

The concept of the work ethic is examined in a historical context, and is used in an examination of the future of work in industrialized cultures. The future of work is considered in the light of ideas about and trends in leisure. It is concluded that in the 21st century there will be a restructuring of society's values regarding the work ethic and its relationship to the rest of social and individual life.     

Economic shock,owner-manager incentives,and corporate restructuring: Evidence from the financial crisis in Korea

We examine how owner-managers incentives and firm-specific measures of corporate governance affect restructuring decisions during an economy-wide shock. Using a large sample of Korean firms that had experienced a severe financial crisis during 1997–1998, we find that the likelihood of restructuring is negatively related to the divergence of cash flow rights and control rights of controlling shareholders, and that the announcements of restructuring by chaebol firms with such divergence are greeted more negatively by investors. However, firm-specific measures of corporate governance such as total debt, bank loans, and equity ownership by unaffiliated financial institutions mitigate these negative effects, thereby influencing firms to choose value-maximizing restructuring policies. Our results suggest that the controlling shareholders' incentives to expropriate other investors are high during an economic shock. Our results also highlight the importance of corporate governance in mitigating such expropriation incentives, and provide important implications for the role of corporate governance during an economic shock, such as the 2007–2008 global financial crisis.     

The effects of bank relationships on firm private debt restructuring: Evidence from an emerging market

Our paper seeks to examine the direct benefit of bank relationships for a distressed borrower by assessing its influence on the success of firm private debt restructuring. We find that a distressed firm with a stronger bank relationship has a greater probability to successfully restructure its debt through private renegotiation. Accordingly, an analysis of credit rating recovery provides complementary evidence on the factors of successful debt restructuring. A duration analysis of the length of time needed for a debt restructuring to be completed is fully consistent with our documented results. We conclude that in a bank dominated financial system like Taiwan's where firms are heavily bank-dependent, the bank-firm relationship is of crucial importance to the success of financially distressed firms in private debt restructuring.     

Asset Sales and Secured Creditor Control in Restructuring: A Comparison of the UK,US and Canadian Models

The primary insolvency restructuring mechanism in the UK is administration under the Insolvency Act 1986, as amended by the Enterprise Act 2002. In an administration, an insolvency professional known as an administrator, who is accountable to the insolvent company's creditors as a whole, is appointed to oversee the restructuring. The administration process was designed to rehabilitate distressed but viable companies and businesses and to maximize creditors' recoveries. Increasingly, however, insolvent companies are using this process to sell substantially all of their assets through pre‐packaged administrations or ‘pre‐packs’. In a pre‐pack, the insolvent company and its senior creditors negotiate the terms of the sale prior to initiating administration proceedings and appointing an administrator. The administrator then implements the deal, often with little or no input from junior creditors or other stakeholders. Both the US Bankruptcy Code and the Companies' Creditors Arrangement Act in Canada permit insolvent companies to sell substantially all of their assets under the auspices of the restructuring legislation. This article compares pre‐packs with these US and Canadian processes, arguing that they are all functionally equivalent in that they facilitate quick realizations for secured creditors by bypassing traditional restructuring processes. This analysis suggests that pre‐packs may give too much control over the restructuring process to secured creditors, encouraging rent‐seeking and other value‐destructive behaviours that undermine the fundamental goals of insolvency law. Copyright © 2017 INSOL International and John Wiley & Sons, Ltd.     

Restructuring and Firm Value: The Effects of Profitability and Restructuring Purpose

This study extends prior research on the information content of restructuring charges. We find that the relationship between restructuring activities and returns during the restructuring charge year is different for loss firms than for profit firms. Restructurings that are primarily intended to either eliminate personnel or exit a line of business are positively associated with returns of the loss firms, suggesting that investors view these activities as value-increasing. In contrast, common stock returns of profit firms exhibit a nonpositive association with restructuring charges. Overall, our results point to the role of the context and the content of the restructuring announcement in the market's assessment of the value relevance of restructuring charges reported in the financial statements.     

加快金融创新大力推进经济结构转型升级

从宏观经济发展过程来看,经济结构转型升级具有其必然性.宁渡作为沿海经济较为发达城市,经济结构转型升级的基础条件更好、迫切性更强.金融是现代经济的核心,对优化经济生产要素配置,引领经济结构转型升级意义重大.本文以宁波为例,提出其经济结构转型升级的路径选择,并从当前所面临的形势角度,提出加快经济结构转型升级的政策思考.     

Corporate assets as a trust: for whom are corporate officers trustees in insolvency? the role of incentives in maintaining the trust

Uncertainty is a constant theme when corporations are in financial distress. Yet any successful restructuring of an insolvent corporation requires numerous stakeholders, including creditors, employees and suppliers, repose some degree of trust in those corporate officers who are trying to continue to operate the firm while restructuring it into a viable entity. This article looks at the issue of the positive and negative incentives that can be generated for corporate officers and directors from both their continuing control of corporate assets and their potential personal liability arising from corporate activity both before and after the corporation became insolvent. The potential role these incentives can play in providing a basis for the trust needed to meet the other governance challenges that arise in a restructuring is reviewed in the context of recent developments in Canada concerning the duties of corporate directors to creditors during insolvency. Also reviewed is the role of directors' insurance and indemnification in altering the incentives' effects on directors' behavior. Finally a critical appraisal is given of the present legal regime's provision for compromise of claims against corporate officers during restructuring, as well as the proposal to amend the law to allow complete exoneration of corporate directors from certain liabilities on insolvency. The article urges caution in altering the effects of incentives that may create the necessary basis for trust in the distressed corporation's officers amongst those stakeholders whose co‐operation is crucial to restructuring. Copyright © 2003 John Wiley & Sons, Ltd.     

Does Regulation Fair Disclosure affect analysts’ forecast performance? The case of restructuring firms

The main purpose of this paper is to investigate how the enactment of Regulation Fair Disclosure (Reg. FD) influences analysts?? forecast characteristics for restructuring firms. The Reg. FD requires all firms disseminate material information not only to some institutional investors and certain financial analysts, but to all market participants simultaneously. We expect that the regulatory effect of Reg. FD on financial analysts?? forecast performance would be pronounced because of uncertain earnings signals and information complexity produced by restructuring activities. Particularly, we examine how the enactment of Reg. FD affects the relationship between analysts?? earnings forecast attributes and the occurrence and magnitude of restructuring charges. Our general finding is that analysts?? forecast errors and forecast dispersion have declined in the post-FD period for restructuring firms. However, such an impact cannot be persistent with an increase in the relative magnitude of restructuring charges, the proxy for restructuring complexity. This study provides additional evidence that Reg. FD has limited private information, and attempts to provide all users with the same access to information within the context of firms reporting restructuring charges.     

关于商业银行公司金融业务发展战略的若干问题探讨（下）

调整经济结构已成为我国宏观经济运行的主旋律,在银行间接融资占主导的背景下,产业结构调整又与银行信贷结构调整密不可分。本文讨论了经济结构、产业结构以及由此引起的信贷结构调整,既是商业银行公司金融业务发展的重大机遇,也构成了前所未有的挑战。我国商业银行必须依托经营环境的变化,制定切合实际、满足可持续发展要求的公司金融业务战略。     

转型经济背景下信任对新创企业资源获取的影响

转型经济背景下,新创企业需要面对复杂的不确定性和机会主义行为,这使得企业获取资源更加困难。信任是一种理想的非正式的市场治理机制,有助于新创企业在法律、法规等正式制度不能完全发挥作用的转型经济环境下,减少不确定性和机会主义行为的影响,获取更多关键性资源。     

Corporate Restructuring and Corporate Dissolution of Companies in Financial Distress: Ensuring Creditor Protection. A Comparison of the US,UK and Dutch Models

Where a company is in financial distress, there are two options: rescue of the (viable) company by restructuring or liquidation of the (unviable) company by dissolution. In practice, the most important restructuring procedure is the US Chapter 11. Many European jurisdictions have used Chapter 11 as a source of inspiration for the enactment of their restructuring proceedings. However, in Europe, national restructuring rules vary greatly in respect of the range of procedures available to companies in financial distress aiming at restructuring. Some European jurisdictions do not provide for formal restructuring procedures at all. Unviable companies in financial distress are too broke to restructure. In most European jurisdictions, unviable companies can be dissolved very quickly and cheaply. However, these procedures also differ from each other. Copyright © 2017 INSOL International and John Wiley & Sons, Ltd.     

关于商业银行公司金融业务发展战略的若干问题探讨（上）

调整经济结构已成为我国宏观经济运行的主旋律,在银行间接融资占主导的背景下,产业结构调整又与银行信贷结构调整密不可分。本文讨论了经济结构、产业结构以及由此引起的信贷结构调整,既是商业银行公司金融业务发展的重大机遇,也构成了前所未有的挑战。我国商业银行必须依托经营环境的变化,制定切合实际、满足可持续发展要求的公司金融业务战略。     

Are target leverage ratios stable? Investigating the impact of corporate asset restructuring

If firms balance the benefits and costs of leverage, then we might expect corporate asset shocks to trigger a change in corporate target leverage. We investigate the impact of corporate asset restructuring and find that target leverage after restructuring is reduced for downsizing firms and increased for upsizing firms. Changes in target leverage are stabilized by the second year after the restructuring event and are monotonic relative to the degree of restructuring. Decomposition analysis shows that corporate asset restructuring directly and significantly affects target debt ratios. Compared to control firms, downsizing firms adjust claims by repurchasing debt while upsizing firms issue debt securities. As expected, debt repurchases are associated with lower tax liabilities while debt issuance decisions correspond to lower growth proxies and are consistent with a higher adverse selection cost of issuing equity, positive leverage deficit, higher tax liabilities, and lower bankruptcy risk.