Characteristics of firms that issue convertible debt versus convertible preferred stock

This study examines the characteristics of firms that issue convertible debt versus firms that issue convertible preferred stock. The findings are consistent with the agency, information asymmetry, optimal capital structure, financial distress, and tax benefits hypotheses. The findings also indicate that these two types of convertible securities are used to raise external capital by distinctively different groups of firms. First, convertible preferred stock issuing firms have larger nondebt tax shields and higher levels of financial, operating, and bankruptcy risks than convertible debt issuing firms. Second, firms that issue convertible debt have greater free cash flow (financial slack) and growth potential than firms that issue convertible preferred stock.     

Financial Distress and Optimal Capital Structure Adjustments

We show that asymmetric information may prevent firms with pure discount bonds from renegotiating their capital structure prior to the maturity of the debt, although this would increase the value of the firm when its prospects are poor. This inefficiency can be reduced if the firm issues debt with a risky intermediate debt payment, such as a coupon or a sinking fund payment. We also demonstrate that bankruptcy institutions leading to deviations from absolute priority can improve the timing of recapitalizations by financially distressed firms. Finally, we show that, under certain conditions, the optimal capital structure adjustment during financial distress consists of a convertible debt-for-straight debt swap.     

WHAT DO ECONOMISTS TELL US ABOUT VENTURE CAPITAL CONTRACTS?

Abstract.  Venture capital markets are characterized by multiple incentive problems and asymmetric information. Entrepreneurs and venture capitalists enter into contracts that influence their behaviour and mitigate the agency costs. In particular, they select an appropriate kind and structure of financing and specify the rights as well as the duties of both parties. The typical features of venture capital investments are an intensive screening and evaluation process, active involvement of venture capitalists in their portfolio companies, staging of capital infusions, use of special financing instruments such as convertible debt or convertible preferred stock, syndication among venture capitalists or limited investment horizon.     

Debt finance and the cost of management ownership: Some elementary results

Increased debt reduces a company's equity base, which reduces the dollar investment a manager must make to hold a given proportion of stock. Therefore, it is often argued, managers' effort incentives are improved by high leverage. This paper shows that while risky debt reduces the cost of providing managers with substantial equity ownership, the cheaper equity captures less of the fruits of the manager's effort. Managers' effort incentives are improved by high debt levels only under quite restrictive conditions. These conditions are more plausible when agency problems are due to a managerial propensity to expand size by investing in negative net present value projects. The results also imply that when debt is increased to reduce the agency costs of free cash flow, the accompanying covenants should allow for substantial cash distributions to shareholders even before bondholder claims are satisfied.     

The Market Perception of Convertible Debt Versus Straight Debt: some Empirical Evidence from U.S. Firms and Non-U.S. Firms Listed in the U.S.

Accounting for convertible debt has long been a source of controversy in the accounting profession in the U.S. Current U.S. accounting rules require classifying convertible debt at date of issuance as "entirely debt" until conversion, despite numerous studies that assert that convertible debt is not "entirely debt", but is a blend of debt and equity. Convertible debt has taken on international interest because of the issuance of International Accounting Standard (IAS) 32, Financial Instruments; Disclosure and Presentation, which prescribes reporting separate debt and equity components for convertible debt. This study examines convertible debt issued by U.S. firms and non-U.S. firms listed in the U.S. using a levels approach. Specifically, convertible debt is compared to straight debt and contrary to ex ante expectation, convertible debt was not found to be perceived as being significantly different than straight debt for U.S. firms for any years and is statistically different in only two of the six years tested for non-U.S. firms. The validity of this study's findings is underscored by its research design, which compares convertible debt and straight debt issued by the same firms. The findings suggest that investors regard reported amounts of convertible debt similar to straight debt in their assessment of firm value.     

公司发行可转换债券融资的动机分析

公司使用可转换债券筹集外部资金既是作为普通债券的替代,增加转换特性来降低利息率从而保持现金流量,也是转换条款建立“延迟股权”,通过转换,以高于现行股票的价格出售。本文研究发现,公司发行可转换债券是为了减少由于股东和管理者以及股东和债权人之间冲突所引起的代理成本;为了降低由发行普通债券带来的高额预期财务危机成本和普通股发行中经常出现的严重负面公告效应;以及在投资者和管理者对公司面临的风险认识不同时,使其价值不易受公司风险变化的影响。     

可转换债务发行动机研究综述

长期以来,从事财务实务工作的人员一直认为,企业发行可转换债务的主要动机是可转换债务相比直接债务或普通权益,其筹资成本更为低廉。然而,Brennan和Schwartz指出,这是一种错误的想法。由于可转换债务附有转换权,因此其成本事实上可能并不低廉。这就意味着企业之所以发行可转换债务一定还有其他的理由,可转换债务发行动机的理论研究证实了这一点。     

股权激励方式对审计需求影响的实证研究

分析股票期权和限制性股票两种股权激励方式对于审计需求的影响,并采用上市公司数据检验相关结论,结果表明:在股票市场行情不被看好时,由于被激励人对期权价值的悲观预期,股票期权的治理作用较弱,与审计需求负相关;同时,与股票期权相比,限制性股票有着更好的公司治理作用和较高的审计需求。上市公司治理层在选择股权激励时候,应当注意激励方式的选择,考虑股市行情带来的期权价值预期对股权激励效果的影响。     

Corporate restructuring and incentive effects of leverage and taxes

Recent empirical studies have indicated that mergers are value enhancing, yet the theoretical aspects of merger gains have not been as well explored. This paper presents a theoretical analysis of mergers. In the model of the firm presented, outstanding risky debt gives rise to agency costs of underinvestment which are offset by the benefit of debt-related tax shields. The trade-off specifies the optimal leverage for a firm. Within this framework, we then consider whether and under what circumstances firm value could be enhanced by a merger. Under a fairly broad set of assumptions it is shown that most firm combinations ‘improve’ investment incentives and increase the value of debt-related tax shields. Mergers between optimally financed firms result in a merged firm that is also optimally financed, but such mergers are not synergistic. Nevertheless, firm value may be increased if mergers are undertaken in tandem with a refinancing program to bring the combined firms from suboptimal to optimal debt levels.     

Risk sharing,risk shifting and the role of convertible debt

This paper considers a financial contracting problem between a risk neutral entrepreneur and a risk averse investor. Once the venture is started, the entrepreneur chooses an action that determines the riskiness of the venture’s payoff. When action choice is contractible, the optimal risk sharing consideration under limited liability calls for a pure debt contract and the low risk action is adopted. When the action choice is not contractible, due to the risk shifting problem implementing the low risk action requires a deviation from the optimal risk sharing. I focus on situations where despite this deviation, the risk averse investor prefers to implement the low risk action and show that a convertible debt contract is superior to pure debt, pure equity and any mixture of debt and equity.     

Relative information asymmetry as a determinant of the market reaction to corporate financing announcements

Information-asymmetry-based models predict that the market should react negatively to unanticipated external financing. Previous empirical studies lend limited support to these conjectures. This study examines the anticipation issue using financial analysts' earnings-forecast errors as a proxy for information available prior to the external-financing announcement. The conjecture is that external financing would be less anticipated for firms which financial analysts cannot accurately predict their earnings. Event study results indicate that high-prediction-error firms exhibit significantly lower announcement period returns than lowprediction-error firms for non-convertible debt, convertible debt, and common stock offerings.     

公司风险视角下上市国企管理层股权激励研究

在允许国有控股上市公司实施股权激励的背景下,考察了其不同种类风险与经营者股权激励强度的关系。先界定了风险的类型,再通过构建基于风险的两种股权激励模型,并进一步推导得出：若国有上市企业的管理层不能（可以）买卖公司以外的市场证券组合时,其最优股权激励强度与公司特别性风险成反向变化关系,而与公司整体性风险的相关关系不确定（无关）,这为正在实践中摸索的国有上市企业管理层股权激励合同的设计提供了进一步的理论建议。     

All-or-nothing payments

We develop a general principal–agent framework in which to study optimal incentive schemes where agents are hired to work on multiple heterogeneous and interdependent projects. The incentive schemes can be based on output measures, interpreted as the principal’s payoffs, as well as input measures, regarded as observation of some of the agents’ efforts. We identify that a unifying feature of the optimal incentive schemes, called all-or-nothing payments, arises in three natural scenarios of the general framework: unobservable inputs, verifiable inputs, and observable but unverifiable inputs. Our framework and results embed and generalize several previous studies on multitask principal–agent problems with a limited liability constraint.     

我国上市公司可转换债券发行的财富效应研究

本文运用事件研究方法对可转换债券的发行是否具有财富效应进行了实证分析,结果表明我国上市公司可转换债券的发行不具有明显的财富效应。这一结果与国外的多数相关研究有较大差别,本文对此进行了探讨。     

CONVERTIBLE BOND PRICING MODELS

Convertible bonds are an important segment of the corporate bond market, with worldwide outstandings approaching US$235 billion. Simple pricing models value a convertible bond as being equivalent to a straight bond with an embedded option that enables the bond holder to convert to a specific amount of common stock. The straight bond is subject to both interest rate and credit risk, whereas the option to convert is dependent on the underlying stock price, which exposes the convertible bond holder to equity risk. The complexity of these features means that convertible bonds tend to be treated casually in major derivatives and corporate finance textbooks. This paper presents a survey of the theoretical and empirical aspects of convertible bond pricing. The limitations of these studies are highlighted to identify those areas of research that may improve the valuation process and facilitate the application of these securities for corporate financing.     

Determinants of capital structure choice: A structural equation modeling approach

In their seminal research on the determinants of capital structure choice using structural equation modeling (SEM), Titman and Wessels [Titman, S., & Wessels, R. (1988). The determinants of capital structure choice. Journal of Finance, 43, 1–19] obtain weak results and hence call for further investigation. We apply a Multiple Indicators and Multiple Causes (MIMIC) model, with refined indicators, to a pooled sample for the period 1988–2003 and find more convincing results than those obtained by Titman and Wessels. With the capital structure measured simultaneously by the ratios of long-term debt, short-term debt, and convertible debt to the market value of equity, our results show that growth is the most important determinant of capital structure choice, followed in order by profitability, collateral value, volatility, non-debt tax shields, and uniqueness. Moreover, we find that long-term debt is the most important proxy of capital structure, followed by short-term debt, and then convertible debt.     

股权激励如何驱动企业研发支出？——基于股权激励异质性的视角

股权激励被视为解决研发支出中代理冲突的重要工具,但现有经验证据并不稳定甚至相互矛盾。基于股权激励异质性的视角,本文引入新的股权激励特征——股权激励价值的股价及股价波动率敏感性,考察股权激励对企业研发支出的驱动机制,并利用2006-2012年我国实施股权激励的上市公司作为样本进行检验。研究发现:股权激励对企业研发支出的驱动机制包含风险规避效应与激励效应两个相反维度,最终驱动方向与强度取决于两类效应的博弈;限制性股票的风险规避效应显著强于股票期权;股票期权的激励效应显著强于限制性股票;市场竞争程度、企业产权性质与授予动机对限制性股票与股票期权的两类效应产生调节作用。     

Credit risk and asymmetric information: A simplified approach

We present a simple model for risky, corporate debt. Debtholders and equityholders have incomplete information about the financial state of the debt issuing company. Information is incomplete because it is delayed for all agents, and it is asymmetrically distributed between debtholders and equityholders. We solve for the equityholders' optimal default policy and for the credit spreads required by debtholders. Delayed information accelerates the equityholders' optimal decision to default. Interestingly, this effect is small, implying only a small impact on credit spreads. Asymmetric information, however, has a major impact on credit spreads. Our model predicts high credit spreads for short-term debt, as observed empirically in credit markets.     

CEO overconfidence and agency cost of debt: An empirical analysis of CEO turnover events

We develop a model and characterize the differences between the investment policies of a rational CEO and an overconfident CEO. In the presence of risky outstanding debt, we show that an overconfident CEO has the incentive to overinvest more than that of a rational CEO. However, this incentive is mitigated by the discipline imposed by outside investors when an overconfident CEO seeks external financing. In contrast, when the firm has sufficient internal funds to meet its investment needs and outstanding debt is relatively safer, the overconfident CEO has no necessity to seek external funds and the overinvestment incentive persists. We examine bondholders’ and stockholders’ reaction around CEO turnover announcements and find evidence consistent with the over investment hypothesis.     

Optimal Precision of Accounting Information in Debt Financing

This paper studies qualitative characteristics of accounting systems that are used in debt financing. We consider a financially constrained firm that provides to lenders information on the value of assets that serve as collateral in a financing contract for a risky investment project. We find that the investor prefers an accounting system that provides biased signals about the value of assets. This bias adjusts the information content of the signals to maximize the probability of undertaking the project. Under fair value accounting, low book values are more precise measures of actual value than high book values, which is consistent with conditional conservatism. Next, we study accounting risk to study the effect of institutions that govern the financial reporting policy based on the optimal precision. We find that fair value measurement introduces greater accounting risk and is preferred by financially constrained firms to measurement at historical cost.