The Capital Structure of Large Firms and the Use of Dutch Financing Entities

Large firms may issue debt securities to obtain external financing or set up lowly‐taxed affiliates for internal debt‐shifting purposes. In addition, they may channel interest payments through Dutch special purpose entities (SPEs) to avoid withholding taxes, a widely‐used arbitrage strategy. Analysing the capital structure of large EU‐based multinationals, this paper provides evidence that the use of Dutch‐issuing SPEs is associated with higher debt financing relative to equity. Furthermore, it shows that EU subsidiaries of larger firms are more leveraged and that the use of Dutch on‐lending SPEs is also associated with higher subsidiary leverage. Thus, the paper provides evidence that Dutch SPEs facilitate higher external debt financing as well as internal debt shifting. The findings indicate that withholding taxes on interest payments to entities outside the EU, determined by individual EU member states, are not very effective. The national tax systems of EU countries such as the Netherlands, which does not impose interest withholding tax, allow large firms to avoid those taxes.     

Capital Constraints,Asymmetric Information,and Internal Capital Markets in Banking: New Evidence

A growing literature investigates the role of internal capital markets in mitigating financial constraints faced by the subsidiaries of a conglomerate. Most studies have relied on indirect tests based on correlations between the cash flows and the investment of the subsidiaries. In contrast, we avoid the widespread criticisms of such specifications by providing direct tests that focus on the mechanisms through which internal reallocations of funds occur. We find that internal capital markets are used by multibank holding companies to mitigate capital constraints faced by individual bank subsidiaries. In addition, we show that internal capital management within a multibank holding company involves not only the movement of capital to those subsidiaries with a relatively greater need for capital but also the movement of assets (loans) from less well capitalized to better capitalized subsidiaries by means of loan sales and purchases among the subsidiaries. Furthermore, net loan sales are used to allow efficiency‐enhancing specialization among bank subsidiaries, insofar as those subsidiaries with the best loan origination opportunities are able to focus on loan originations even if they do not have sufficient capital to hold the loans. Our evidence is consistent with banks affiliated with holding companies more actively participating in loan sales and purchases because, by using their internal secondary loan market, they are able to avoid the “lemons” problem faced by stand‐alone banks.     

Debt Financing and Earnings Management: An Internal Capital Market Perspective

This paper investigates the role internal capital markets play in mitigating earnings management of group firms. We predict that the funding advantages of internal capital markets from business affiliates obscure solvency problems resulting from higher leverage for individual firms within a group, which in turn mitigates their incentives for earnings management. Using Taiwanese firms as a sample, we provide evidence that is consistent with such a prediction. In particular, we show that higher group profitability reduces its member firms’ sensitivity of earnings management to debt levels. Among business groups, earnings management in pyramidal groups is less sensitive to debt levels. We also find that the debt‐abnormal accrual curve becomes smoother as group profitability increases when considering the non‐monotonic relationship between firm leverage and earnings management.     

Affiliates’ Bank Debt Policy: Does Parent Firm Nationality Matter?

This paper examines whether and how bank debt is affected by foreign group affiliation. Ceteris paribus, affiliates of foreign business groups only use about half as much bank debt compared to affiliates of domestic groups. Further, the results indicate that geographical and cultural distance between parent and affiliate countries raise barriers when accessing bank financing. The bank debt usage decreases even further if affiliates and parent firms depend on different legal systems or the degree of legal enforcement in the parent firm's country is low.     

Determinants of Bank Debt in a Continental Financial System: Evidence from Spanish Companies

We test hypotheses about the structure of corporate debt ownership and the use of bank debt by firms in a civil‐law country, Spain. We focus on bank debt effects in the presence of information asymmetries and agency costs, and on efficient versus inefficient firm liquidation. We find that the relation between growth opportunities and bank financing is not as strong as the one found in common‐law countries, that there is a positive relation between firm size and the proportion of bank debt used, and that firms closer to bankruptcy and highly leveraged are more likely to use bank debt.     

A Multinational Perspective on Capital Structure Choice and Internal Capital Markets

This paper analyzes the capital structures of foreign affiliates and internal capital markets of multinational corporations. Ten percent higher local tax rates are associated with 2.8% higher debt/asset ratios, with internal borrowing being particularly sensitive to taxes. Multinational affiliates are financed with less external debt in countries with underdeveloped capital markets or weak creditor rights, reflecting significantly higher local borrowing costs. Instrumental variable analysis indicates that greater borrowing from parent companies substitutes for three‐quarters of reduced external borrowing induced by capital market conditions. Multinational firms appear to employ internal capital markets opportunistically to overcome imperfections in external capital markets.     

Dividend Policies of Privately Held Companies: Stand‐Alone and Group Companies in Belgium

This study examines the dividend policies of privately held Belgian companies, differentiating between stand‐alone companies and those affiliated with a business group. We find that privately held companies typically do not pay dividends. Compared to public companies, they are less likely to pay dividends and they have lower dividend payouts. Our results also suggest that group companies pay more dividends than stand‐alone companies, consistent with the hypothesis that tax‐exempt group firms redistribute dividend payments on the group's internal capital market. Group companies pay higher dividends if they have minority shareholders.     

Corporate Failure Prediction Modeling: Distorted by Business Groups' Internal Capital Markets?

Abstract:  Most models in the bankruptcy prediction literature implicitly assume companies are stand-alone entities. However, in view of the importance of business groups in Continental Europe, ignoring group ties may have a negative impact on predictive reliability. We find that models encompassing both bankruptcy variables defined at subsidiary level and at group level have a substantially better fit and classification performance. Furthermore we find that the group's support causes improved survival chances for subsidiaries, especially when these subsidiaries belong to the group's core business. Overall our results are consistent with existing theoretical and empirical findings from the internal capital markets literature.     

Subsidiary debt,capital structure and internal capital markets

I study external debt issued by operating subsidiaries of diversified firms. Consistent with Kahn and Winton's [2004. Moral hazard and optimal subsidiary structure for financial institutions. Journal of Finance 59, 2537–2575] model, where subsidiary debt mitigates asset substitution, I find firms are more likely to use subsidiary debt when their divisions vary more in risk. Consistent with subsidiary debt mitigating the free cash flow problem, I find that subsidiaries are more likely to have their own external debt when they have fewer growth options and higher cash flow than the rest of the firm. Finally, I find that subsidiary debt mitigates the “corporate socialism” and “poaching” problems modeled in theories of internal capital markets.     

‘Hot’ Debt Markets and Capital Structure

This paper examines the motives of debt issuance during hot‐debt market periods and its impact on capital structure over the period 1970–2006. We find that perceived capital market conditions as favourable, an indication of market timing, and adverse selection costs of equity (i.e., information asymmetry) are important frictions that lead certain firms to issue more debt in hot‐ than cold‐debt market periods. Using alternative hot‐debt market issuance measures and controlling for other effects, such as structural shifts in the debt market, industry, book‐to‐market, price‐to‐earnings, size, tax rates, debt market conditions and adjustment costs based on debt credit ratings, we find that firms with high adverse selection costs issue substantially more (less) debt when market conditions are perceived as hot (cold). Moreover, the results indicate that there is a persistent hot‐debt market effect on the capital structure of debt issuers; hot‐debt market issuing firms do not actively rebalance their leverage to stay within an optimal capital structure range.     

Asset Maturity, Debt Covenants, and Debt Maturity Choice

The existing research on debt‐maturity under asymmetric information has focused on the impact of differential information regarding asset quality on the debt maturity decision. This research has generally indicated the optimality of short‐term debt financing as a vehicle of mitigating the adverse selection problem. In this paper, I consider the impact of information asymmetry regarding the maturity structure of cash flows on the debt maturity decision. In this context, long‐term debt is generally the form of debt financing most effective in alleviating the adverse selection problem. I also show that costs of adverse selection may induce some mismatching of debt maturity and asset maturity in the presence of significant transaction costs.     

国内上市公司债务融资效率的实证分析

经典公司理论表明,作为硬约束,债务融资能够在一定程度上降低公司内在的代理成本,从而提高公司经营效率。文章利用上海证券交易所A股上市的522家上市公司2003-2008年的财务报表相关数据对此做一个实证研究。时间固定效应模型回归的结果显示,我国上市公司的资产收益率与债务融资率之间呈负相关关系,国内上市公司的债务融资并不能有效控制经营者为最大化自身收益而采取的机会主义行为,代理成本的存在一定程度上降低了公司经营效率。     

中国民营上市公司债务融资破产威胁功效的实证研究

以2002～2007年陷入财务危机的民营上市公司（ST公司）为研究样本．通过相关分析实证检验了中国债务融资的破产威胁功效.研究发现,中国民营上市公司债务融资总体上对财务状况恶劣的公司起到了债务治理作用,发挥了破产威胁功效。短期债务能够对陷入财务危机的民营上市公司起到改善业绩的作用,较好地发挥破产威胁功效,而长期债务未能发挥破产威胁作用。银行贷款能够促进陷入财务困境的民营上市公司改善业绩,发挥破产威胁功效,而商业信用却没能发挥破产威胁功效。     

Why Do Western European Firms Issue Convertibles Instead of Straight Debt or Equity?

Unlike their US counterparts, European convertible debt issuers tend to be large companies with small debt‐ and equity‐related financing costs. Therefore, it is puzzling why these firms issue convertibles instead of standard financing instruments. This paper examines European convertible debt issuer motivations by estimating a security choice model that incorporates convertibles, straight debt, and equity. We find that European convertibles are used as sweetened debt, not as delayed equity. This motivation is reflected in the debt‐like design of most European convertible issues.     

Internal Capital Markets in Financial Conglomerates: Evidence from Small Bank Responses to Monetary Policy

This paper looks at internal capital markets in financial conglomerates by comparing the responses of small subsidiary and independent banks to monetary policy. I find that internal capital markets in financial conglomerates relax the credit constraints faced by smaller bank affiliates. Further analysis indicates that those markets lessen the impact of Fed policies on bank lending activity. The paper also examines the role of internal capital markets in influencing the investment allocation process of those conglomerates. My findings suggest that frictions between conglomerate headquarters and external capital markets are at the root of investment inefficiencies generated by internal capital markets.     

Family Control and Financing Decisions

This study uses a comprehensive European dataset to investigate the role of family control in corporate financing decisions during the period 1998–2008. We find that family firms have a preference for debt financing, a non‐control‐diluting security, and are more reluctant than non‐family firms to raise capital through equity offerings. We also find that credit markets are prone to provide long‐term debt to family firms, indicating that they view their investment decisions as less risky. In fact, our empirical results demonstrate that family firms invest less than non‐family firms in high‐risk, research and development (R&D) projects, but not in low‐risk, fixed‐asset capital expenditure (CAPEX) projects, suggesting that fear of control loss in family firms deters risk‐taking. Overall, our findings reveal that the external financing (and investment) decisions of family firms are in greater (lesser) conflict with the interests of minority shareholders (bondholders).     

Trends in Organizational Form and their Relationship to Performance: The Case of Foreign Securities Subsidiaries of U.S. Banking Organizations

Debate about the effects of permitting U.S. commercial banks to expand their range of activities has intensified in recent years. Some observers worry that banks with access to a federal safety net have strong incentives to use new opportunities to take greater risks and increase their likelihood of failure at possible cost to the FDIC and taxpayers. Others fear that the safety net might give banks a competitive advantage relative to nonbank rivals. A key element of this debate is whether a holding company structure does a significantly better job of mitigating against these potential problems than a bank subsidiary alternative and should be made mandatory for banking organizations that want to engage in nontraditional activities. Unfortunately, hard, current empirical evidence on the benefits and costs of alternative structures generally is lacking. The purpose of this paper is to provide this sort of evidence. In the study, annual financial data for the 1987–1997 period for an unbalanced panel of foreign securities subsidiaries of U.S. banking organizations are used to investigate two questions: What factors influence how bank holding companies organize securities activities when they have a choice? And are the observed differences in organizational form related to significant differences in key measures of subsidiary performance? This sort of study is possible because U.S. banking organizations can and do engage in securities activities through subsidiaries of the bank as well as holding company affiliates. These subsidiaries also file financial reports with bank regulators. A probit model is used to empirically identify important factors influencing structural choice. Univariate and multivariate statistical techniques are used to determine whether or not differences in subsidiary structure are related to differences in subsidiary risk, funding costs, and efficiency. Simultaneity is investigated to a limited extent. In brief, the empirical results do not support the position of the holding company proponents. Safety net subsidy incentives don’t appear to be a primary determinant of structural choice. The evidence does not indicate that bank-owned securities subsidiaries tend to be more risky than holding company securities subsidiaries. Bank securities subsidiaries also do not appear to enjoy any funding advantage relative to holding company subsidiaries. These two results are particularly noteworthy because section 23A and 23B restrictions on intracompany funding currently do not apply to transactions between banks and their direct and indirect bank subsidiaries. Finally, some evidence indicates that bank subsidiaries tend to be more efficient.     

Morgan Stanley Roundtable on Capital Structure and Payout Policy

A group of finance academics and practitioners discusses a number of topical issues in corporate financial management: Is there such a thing as an optimal, or value‐maximizing, capital structure for a given company? What proportion of a firm's current earnings should be distributed to the firm's shareholders? And under what circumstances should such distributions take the form of stock repurchases rather than dividends? The consensus that emerged was that a company's financing and payout policies should be designed to support its business strategy. For growth companies, the emphasis is on preserving financial fl exibility to carry out the business plan, which means heavy reliance on equity financing and limited payouts. But for companies in mature industries with few major investment opportunities, more aggressive use of debt and higher payouts can add value by reducing taxes and controlling the corporate “free cash flow problem.” Both leveraged financing and cash distributions through dividends and stock buybacks represent a commitment by management to shareholders that the firm's excess cash will not be wasted on projects that produce growth at the expense of profitability. As for the choice between dividends and stock repurchases, dividends appear to provide a stronger commitment to pay out excess cash than open market repurchase programs. Stock buybacks, at least of the open market variety, preserve a higher degree of managerial fl exibility for companies that want to be able to capitalize on unpredictable investment opportunities. But, as with the debt‐equity decision, there is an optimal level of financial fl exibility; too little can mean lost investment opportunities but too much can lead to overinvestment.     

Internal capital networks as a source of MNC competitive advantage: Evidence from foreign subsidiary capital structure decisions

This paper documents multinational company (MNC) strategic advantages arising from its internal financial network. Using data from US multinational company affiliates in 62 countries, we show that MNC affiliates in countries with low credit availability, poor creditor protections, high political risks, and high inflation are found to bear high interest costs and multinational affiliate debt ratios are high in high tax countries. In addition, affiliates in countries with high (low) credit availability, a high (low) corruption index, low (high) political risks and high (low) currency depreciation are found to carry high external (parent) debt ratios. We also find that currency depreciation, credit availability, and location in common law countries are negatively associated with the use of parent (relative to external) debt. Thus, our findings suggest that affiliates substitute external debt with parent debt using internal capital markets to overcome weak external financial markets and institutional environments. This is important evidence of the strategic competitive advantage based on financial networks enjoyed by MNCs.     

Audit Fees and Deeds of Cross Guarantee: An Empirical Evaluation

Since 1985, directors of Australian corporate groups have had the opportunity to execute a regulatory financing instrument, currently described as a deed of cross guarantee (DXG), between a holding company and one or more subsidiaries. This unique Australian regulatory intervention was advanced and justified on the basis that relieving subsidiaries from financial reporting requirements with associated cross‐guaranteeing debt obligations would reduce the regulatory burden on groups of companies, and subsequently reduce audit and administration costs. Given the claims of regulators' and others in the business community, this paper examines whether, ceteris paribus, the DXG has a significant mitigating effect on audit fee determination. Specifically, the study evaluates whether a particular engagement attribute decreases audit complexity and subsequently audit risk and audit fees. After controlling for size and group structure complexity of the auditee, the study finds that first‐time adopters of a DXG pay less in audit fees relative to non‐DXG groups, but there is lack of evidence to support ongoing audit fee savings from having a DXG in place. On the contrary, results show that a group with an established DXG pays much higher audit fees, which may be a consequence of the DXG introducing added complexity to the audit. The study also contributes to the methodological development of the standard audit fee model, particularly for the Australian context.