Convertible debt and investment timing

In this paper we provide an investment-based explanation for the popularity of convertible debt. Specifically, we demonstrate the ability of convertible debt to alleviate and potentially totally eliminate the underinvestment problem of Myers (1977). A conversion feature induces shareholders to accelerate investment. This effect arises from the incentive of equity holders to accelerate the issuance of new equity, used to finance investment, since by investing early shareholders dilute the value of convertible debt holders by reducing their proportional claims to the firm's cash flows. Since the underinvestment effect and the accelerated investment effect work in opposite directions, convertible debt allows to mitigate or completely eliminate the debt overhang problem. In addition, we show that by choosing the right combination of straight debt and convertible debt, shareholders can, for a wide range of overall debt levels, commit to the investment strategy of an all-equity firm.     

Accelerated investment effect of risky debt

In this paper we examine a new effect of risky debt on a firm’s investment strategy. We call this effect “accelerated investment”. It stems from a potential loss of investment option in the event of default. The possibility of default reduces the value of the option to wait and provides equity holders with an incentive to speed up investment. As a result, in the absence of wealth expropriation by a levered firm’s debt holders, its shareholders exercise their investment option earlier than the shareholders of an otherwise identical all-equity firm. This result is at odds with the generally accepted intuition that in the absence of potential wealth transfers and taxes the shareholders of a levered firm would follow the same investment policy as that of an unlevered firm. In addition to providing various illustrations of the accelerated investment effect, we relate its magnitude to the presence of competition for investment opportunities.     

Entrenched controlling shareholders and the performance consequences of corporate diversification in Taiwan

The main purpose of this paper is to examine the value/performance effects of corporate diversification in an emerging market. Prior evidence on this issue is still mixed. The present study adds the role of entrenched controlling shareholders into this issue. We argue that when controlling shareholders have larger excess board seats control rights, they have higher ability and incentive to expropriate minority shareholders through corporate diversification. Using a sample of firms listed on the Taiwan Stock Exchange in 2003, we find that controlling shareholders’ excess board seats control is negatively associated with the market valuation of corporate diversification. Consistently, we also document that highly diversified firms run by more entrenched controlling shareholders have lower future financial performance than otherwise similar firms. Overall, our findings imply that corporate diversification is not necessarily harmful or beneficial for firms. We conclude that the agency problem arising from the excess board seats control rights owned by controlling shareholders is an influential factor leading to negative performance consequences with regard to firm diversification.     

On the risk situation of financial conglomerates: does diversification matter?

In general, conglomeration leads to diversification of risk (the diversification benefit) and a decrease in shareholder value (the conglomerate discount). Diversification benefits in financial conglomerates are typically derived without explicitly accounting for reduced shareholder value. However, a comprehensive analysis requires competitive conditions within the conglomerate, i.e., shareholders and debt holders should receive risk-adequate returns on their investment. In this paper, we contribute to the literature on this topic by comparing the diversification effect in conglomerates with and without accounting for altered shareholder value. We derive results for a holding company, a parent-subsidiary structure, and an integrated model. In addition, we consider different types of capital and risk transfer instruments in the parent-subsidiary model, including intragroup retrocession and guarantees. We conclude that under competitive conditions, diversification does not matter to the extent frequently emphasized in the literature. The analysis contributes to the ongoing discussion on group solvency regulation and enterprise risk management, which is of relevance to insurance groups and other financial conglomerates.     

Family firms, debtholder�Cshareholder agency costs and the use of covenants in private debt

We ask whether the private debt contracts of family firms contain more restrictive covenants tied to accounting numbers than those of non-family firms. Our examination of Dealscan data indicates that credit agreements of Standard and Poor (S&P) 500 family firms are more likely to include accounting-based covenants that limit the lender(s)’ risk that managers will divert cash or assets to shareholders than those of S&P 500 non-family firms. The likelihood is further increased by presence of a dual class stock system that includes supervoting shares. Our results suggest that lenders are more willing to rely on accounting-based covenants to solve the shareholder–private lender agency problem in family firms given that the reporting quality is higher due to better alignment of owner and manager interests in such firms.     

Do shareholder protection and creditor rights have distinct effects on the association between debt maturity and ownership structure?

This study examines the effects of the firm's ownership concentration and its institutional environment on corporate debt maturity choices. As ownership concentration and debt maturity are alternative governance mechanisms, we theorize and investigate whether their association is influenced by country-level governance factors that enhance outside monitoring by minority shareholders and debtholders. Our investigation is based on a dataset of 50,599 firm-year observations from 38 countries. We use a propensity-score matching approach and find that the effect of ownership concentration on debt maturity is conditional to country-level governance attributes. Ownership concentration has a negative effect on debt maturity in countries where both shareholder protection and creditor rights are weak. Ownership concentration, however, tends to lengthen debt maturity as protection increases, and this positive effect on the length of debt maturity is stronger in countries enhancing protection towards debtholders (instead of shareholders). We also explore other characteristics of ownership structure, such as the identity and presence of controlling shareholders. These results corroborate the view that entrenched shareholders may use debt maturity opportunistically. Our study provides new insights into the interplay between firm- and country-level governance mechanisms and a deeper understanding of cross-country differences in the association between ownership structure and debt financing.     

Secured debt and managerial incentives

Financial theory holds that firms can control agency costs through the use of short-term and secured debt. We examine the relation between the use of secured debt and the incentive of the manager to increase the risk of the firm, as measured by vega. We find that firms utilize secured debt to a lesser extent when managerial volatility sensitivity is higher. Our results suggest that these same firms employ short-term debt as the primary tool to control risk-shifting. Managers with a high risk appetite avoid secured debt, but appear to do so without compromising the interests of the shareholders.     

Discretionary Accounting Choices: A Debt covenants Based Signalling Approach

This paper seeks to explain the discretionary accounting choices made by managers in a world characterised by asymmetric information between managers and investors. It considers a firm whose capital structure consists of both debt and equity, a manager who protects the interests of the firm's existing shareholders, and a financial market. The manager is committed to engage in an investment opportunity and needs to raise some equity to finance it. He is furthermore endowed with some private information about his firm's future earnings. The paper shows how, under certain conditions, the manager may credibly communicate his private information to investors through his accounting choices. In this equilibrium, the selection of balance sheet strengthening and income increasing accounting choices signals unfavourable information while the use of balance-sheet weakening and income- decreasing accounting choices signals favourable private information. The latter firms should thus experience positive abnormal returns around the announcement dates of their accounting choices.     

经理人长期激励方案与股东利益的一致性研究

基于EVA(经济增加值)设计长期激励契约和激励比率,引导经理适度举债经营和投资决策能使双方利益趋于一致问题而建立的3个命题进行的逻辑推理证明:(1)在新兴的中国资本市场,高管激励机制不要盲目搬用西方激励方法,长期激励方案具有引导经理准确应用融资优序理论并适度举债,既能激励经理更为努力工作,又能将经理利益与股东利益更紧密融合在一起;(2)合理确定长期激励比率和建立适当的奖励薪酬金额上下限模型,为具体设计激励方案提供理论依据;(3)长激励方案能引导经理的投资决策选择投资项目的条件与股东财富最大化一致.     

The Role of Multiple Large Shareholders in the Choice of Debt Source

This paper examines the effect of multiple large shareholders (MLS) on debt choice. Using a sample of 654 French‐listed firms over the period 1998‐2013, we find that reliance on bank debt increases with the presence and voting power of MLS. This result is robust to endogeneity concerns and to several sensitivity tests. Moreover, we find that the effect of MLS on debt choice is more pronounced when agency problems between controlling and minority shareholders are more severe. Taken together, our results suggest that MLS reduce the controlling owner's incentive to avoid bank monitoring, leading to greater reliance on bank debt.     

控制权、现金流权与资本结构——一项基于我国民营上市公司面板数据的实证分析

本文利用我国91家民营上市公司2003-2005年面板数据检验终极股东控制与资本结构的关系。研究发现,终极股东控制权一致性与总资产负债率、流动负债率显著正相关,终极股东控制权/现金流权偏离度与总资产负债率、流动负债率显著负相关。这表明资本结构决策本身存在代理问题,终极股东一方面积极利用股权融资的非稀释效应,另一方面对负债的破产威胁效应和利益转移限制效应作出了壕沟防守反应。     

Bankruptcy law and financial structure: The impact of managerial incentives

Abstract

Providing the manager of a firm with suitable incentives to act in the investors’ interest may be socially efficient, but not individually rational for the investors themselves. This paper specifies a second-best arrangement and shows how investors can be induced to implement it by means of an optimal bankruptcy code in the case where only standard financial contracts are available. It explains why bankruptcy law should, in some states of nature, let shareholders and senior creditors decide jointly, and provides a rationale for the existence of junior debt, which never enjoys any power of decision.     

Investment Policy and Exit-Exchange Offers Within Financially Distressed Firms

This article examines the conflict of interest between shareholders and bondholders in a setting in which firms can renegotiate the terms of existing debt with public debtholders. In particular, we consider one of the most common types of debt restructuring: the exit-exchange offer. Our analysis explores the relation between exit-exchange offers and investment choice by the manager, and it concludes that managers, acting strategically on behalf of shareholders, may select inefficient investment projects in order to enhance their bargaining position vis-a-vis creditors. Holding the upside potential of an investment project fixed, managers/shareholders prefer projects with lower payoffs in states of bankruptcy because it induces individual bondholders to accept poorer terms in a debt-for-debt exit-exchange offer, thus generating a greater residual for shareholders in states of solvency. Additionally, we show how the investment inefficiencies in our analysis depend on (i) the inability of bondholders to coordinate their actions; (ii) the ability of managers to commit to suboptimal investment projects; and (iii) the coupling of an individual bondholder's decision to tender and her decision to consent to allow the firm to strip fiduciary covenants. We suggest conditions under which a ban on coupled exit-exchange offers—or alternatively, constraints on “debt-for-debt” exchanges—would be efficiency-enhancing.     

Shareholder Benefits from Corporate International Diversification

This study provides further evidence on the rates of return realized by the shareholders of multinational firms relative to those of purely domestic firms. The results indicate that the risk-adjusted returns realized by the shareholders are identical across the two groups except where the MNC operates in competitive foreign markets. In that case, MNC shareholders experience negative abnormal returns. The study also provides further evidence on the risk-reduction effect of international diversification. The results fail to support the hypothesis that the beta is a convex function of the degree of international involvement. Finally, the paper provides some preliminary evidence on the effect of corporate international diversification on shareholders' returns. It is found that abnormal returns rise by some 18 percent during the 14 months preceding the initial foreign diversification.     

公司治理结构与多元化经营

2003年我国721家A股上市公司的多元化和相关财务数据表明,近一半的企业选择或维持多元化经营.经研究发现:股权结构对公司多元化经营决策和多元化绩效有显著影响:非国有控股公司较多实行多元化经营并且多元化绩效较好;控股股东持股比例越高,越不可能实行多元化经营,多元化绩效也越好.董事会特征、管理层持股对多元化经营决策和多元化绩效基本没有影响.公司负债率越高,实行多元化经营的可能性越大,多元化绩效越好.研究结果支持代理理论,多元化经营是控股股东谋取私利的方式.     

控制权竞争和公司债务期限结构研究

基于2004-2015年中国上市公司数据,实证检验控制权竞争是否影响公司债务期限结构。结果发现：控股股东持股比例与债务期限显著负相关;多个大股东并存会提高公司长期债务比例;股权竞争性越强,长期债务比例越高。这些结论与理论假设相符,既证实了内外部公司治理的密切联系,也说明控制权竞争有助于形成更为合理的债务期限结构。     

公司治理结构与多元化投资——来自中国上市公司的经验证据

对2008年我国上市公司公司治理结构对多元化投资的影响进行实证研究后发现:股权集中度与多元化程度显著负相关;国有股比例和法人股比例与多元化程度负相关,但不显著。董事会规模、独立董事人数和两职合一状态与多元化投资不具有显著的相关性;董事会会议次数与多元化程度显著正相关;高级管理层持股比例与多元化程度相关性不显著;资产负债率与多元化程度正相关,但不显著。     

民营企业债务违约是内因驱动吗？——基于短贷长投和多元化经营视角的分析

不同于以往从外部因素的角度关注民营企业债务问题,本文从企业自身行为出发分析了民企债务违约是否由内因驱动。具体地,本文考察了短贷长投和多元化经营对民营企业债务违约的影响。结果发现,总体上短贷长投以及多元化程度提高了民企债务违约的可能性。从传导机制上看,短贷长投和多元化降低了企业的盈利水平、提高了过度负债、增加了代理成本,并通过以上三个渠道提高了企业债务违约的可能性。从异质性结果来看,信贷紧缩会加大短贷长投对债务违约的促进作用。对于政府支持的行业而言,短贷长投和多元化引发的债务违约问题更严重。最后,更多的短贷长投和多元化在决策得当情况下不会引发债务违约风险。本文的结果表明,民营企业债务违约主要是由内因驱动,即由企业在“求大”“上层次”的心理下实施的粗放式发展模式驱动。本文对于追溯民企违约的根源、精准施策进而更好地支持民企发展具有一定的启示。     

Exploring the Agency Cost of Debt: Evidence from the ISS Governance Standards

Corporate governance is usually viewed in the context of strengthening shareholder rights and enhancing shareholders’ welfare. However, the impact of corporate governance on bondholders is much less understood. We explore how corporate governance influences the cost of debt financing. Using broad governance metrics encompassing fifty governance attributes reported by The Institutional Shareholder Services (ISS), we document that stronger corporate governance is associated with a higher cost of debt. As governance strengthens by one standard deviation, the cost of debt rises by as much as 11 %. The results are robust even after controlling for both firm-specific and issue-specific characteristics. Our results are important because they suggest that corporate governance has a palpable effect on critical corporate outcomes such as credit ratings and bond yields. More importantly, we show that, while corporate governance may mitigate the agency conflict between managers and shareholders, it appears to exacerbate the agency conflict between shareholders and bondholders (the agency cost of debt).     

CEO's Inside Debt and Dynamics of Capital Structure

Debt‐type compensation (inside debt) exacerbates the divergence in risk preferences between the chief executive officer (CEO) and shareholders and, in turn, affects capital structure decisions. An excessively risk‐averse CEO tends to use less debt than the shareholders desire, reduce debt quickly when the firm is overlevered, but is reluctant to increase debt when the firm is underlevered. We find that higher CEO's inside debt ratio (i.e., inside debt as a percentage of total incentive compensation) is associated with lower firm leverage and faster (slower) leverage adjustments toward the shareholders’ desired level for overlevered (underlevered) firms. The CEO's inside debt ratio most conducive to capital structure rebalancing is around 10% of the firm's market debt ratio.