نقش انضباطی بدهی و قراردادهای حقوقی صاحبان سهام: نظریه و آزمایش

We study how equity and debt contracts commit investors to discipline managers. Our model shows that the optimal allocation of debt, equity, and control rights depends on which disciplinary action is more efficient. When the efficient action is managerial replacement, then control rights should be allocated to equity holders, and capital structure should consist of equity and long-term debt. When the efficient action is liquidation, then control rights can be allocated to the manager, and capital structure should consist of equity and short-term debt. We find empirical support to the model's predictions in a sample of leveraged buyout transactions.

Investors who wish to align managerial incentives often face a commitment problem. At the outset, they would like the manager to realize that they will discipline the manager if they do not get a reasonable return on their investment. However, after realizing poor return, investors might find it too costly to discipline. A lack of credible commitment to discipline ex-post adversely affects managerial incentives ex-ante. Many theoretical studies have looked at the role of equity and debt in solving this commitment problem (e.g., Dewatripont and Tirole, 1994, Dewatripont and Tirole, 1996, Berglöf and von Thadden, 1994, Dewatripont and Maskin, 1995, Berkovitch and Israel, 1996, Bolton and Scharfstein, 1996 and Fluck, 1998). These studies show how allocation of debt claims, equity claims, or various combinations of claims across different investors motivate the investors in control to disciplinary actions.

In this study we show that debt holders and equity holders play different disciplinary roles. Equity holders prefer to discipline with actions that increase volatility, and debt holders prefer to discipline with actions that decrease volatility. It is inefficient to have both to discipline at the same time. Thus, debt and equity monitoring should be substitutes rather than complements. We show that a relation exists between the way firms choose their capital structure and control allocation and their choice of disciplinary actions. When managerial replacement is the most efficient disciplinary action, ex-ante the firm should issue long-term debt and equity and allocate control to outside equity holders. The long-term debt ensures that equity holders have a call-like claim, and therefore they will have extra incentives to replace the manager. Long-term debt is optimal in this case, because debt holders should not get control when cash flow is low.