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Fiduciary Duties and Equity-debtholder Conflicts

Author

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  • Bo Becker
  • Per Strömberg

Abstract

We use an important legal event to examine the effect of managerial fiduciary duties on equity-debt conflicts. A 1991 legal ruling changed corporate directors' fiduciary duties in Delaware firms, limiting managers' incentives to take actions that favor equity over debt for distressed firms. After this, affected firms responded by increasing equity issues and investment and by reducing risk. The ruling was also followed by an increase in leverage, reduced reliance on covenants, and higher values. Fiduciary duties appear to affect equity-bondholder conflicts in a way that is economically important, has impact on ex ante capital structure choices, and affects welfare. The Author 2012. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.

Suggested Citation

  • Bo Becker & Per Strömberg, 2012. "Fiduciary Duties and Equity-debtholder Conflicts," Review of Financial Studies, Society for Financial Studies, vol. 25(6), pages 1931-1969.
  • Handle: RePEc:oup:rfinst:v:25:y:2012:i:6:p:1931-1969
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    File URL: http://hdl.handle.net/10.1093/rfs/hhs006
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    Cited by:

    1. Feldhütter, Peter & Hotchkiss, Edith & Karakaş, Oğuzhan, 2016. "The value of creditor control in corporate bonds," Journal of Financial Economics, Elsevier, vol. 121(1), pages 1-27.
    2. Bereskin, Frederick L. & Cicero, David C., 2013. "CEO compensation contagion: Evidence from an exogenous shock," Journal of Financial Economics, Elsevier, vol. 107(2), pages 477-493.
    3. García Lara, Juan Manuel & García Osma, Beatriz & Penalva, Fernando, 2016. "Accounting conservatism and firm investment efficiency," Journal of Accounting and Economics, Elsevier, vol. 61(1), pages 221-238.
    4. Chu, Yongqiang, 2016. "Debt renegotiation and debt overhang: Evidence from lender mergers," MPRA Paper 72403, University Library of Munich, Germany.
    5. Dain C. Donelson & Christopher G. Yust, 2014. "Litigation Risk and Agency Costs: Evidence from Nevada Corporate Law," Journal of Law and Economics, University of Chicago Press, vol. 57(3), pages 747-780.
    6. Yaniv Grinstein & Stefano Rossi, 2016. "Good Monitoring, Bad Monitoring," Review of Finance, European Finance Association, vol. 20(5), pages 1719-1768.
    7. Erwan Morellec & Boris Nikolov & Norman Schürhoff, 2018. "Agency Conflicts around the World," Review of Financial Studies, Society for Financial Studies, vol. 31(11), pages 4232-4287.
    8. repec:bla:eufman:v:25:y:2019:i:1:p:3-37 is not listed on IDEAS
    9. Colonnello, Stefano & Herpfer, Christoph, 2018. "Do courts matter for firm value? Evidence from the U.S. court system," IWH Discussion Papers 1/2016, Halle Institute for Economic Research (IWH).
    10. repec:bla:jfinan:v:73:y:2018:i:5:p:2385-2423 is not listed on IDEAS
    11. Dennis, Patrick & Gerardi, Kristopher S. & Schenone, Carola, 2019. "Common Ownership Does Not Have Anti-Competitive Effects in the Airline Industry," FRB Atlanta Working Paper 2019-15, Federal Reserve Bank of Atlanta.
    12. Couwenberg, Oscar & Lubben, Stephen J., 2013. "Solving creditor problems in the twilight zone: Superfluous law and inadequate private solutions," International Review of Law and Economics, Elsevier, vol. 34(C), pages 61-76.
    13. Gormley, Todd A. & Matsa, David A., 2016. "Playing it safe? Managerial preferences, risk, and agency conflicts," Journal of Financial Economics, Elsevier, vol. 122(3), pages 431-455.
    14. repec:eee:corfin:v:47:y:2017:i:c:p:46-71 is not listed on IDEAS
    15. Favara, Giovanni & Morellec, Erwan & Schroth, Enrique & Valta, Philip, 2017. "Debt enforcement, investment, and risk taking across countries," Journal of Financial Economics, Elsevier, vol. 123(1), pages 22-41.
    16. Hutchinson, Marion & Seamer, Michael & Chapple, Larelle (Ellie), 2015. "Institutional Investors, Risk/Performance and Corporate Governance," The International Journal of Accounting, Elsevier, vol. 50(1), pages 31-52.
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    19. Woon Sau Leung & Wei Song & Jie Chen, 2018. "Does Bank Stakeholder Orientation Enhance Financial Stability? Evidence from a Natural Experiment," Working Papers 2018-14, Swansea University, School of Management.
    20. Jagadison K. Aier & Long Chen & Mikhail Pevzner, 2014. "Debtholders’ Demand for Conservatism: Evidence from Changes in Directors’ Fiduciary Duties," Journal of Accounting Research, Wiley Blackwell, vol. 52(5), pages 993-1027, December.
    21. Banerjee, Suman & Humphery-Jenner, Mark, 2016. "Directors’ duties of care and the value of auditing," Finance Research Letters, Elsevier, vol. 19(C), pages 1-14.
    22. Daniel Ferreira & Miguel A. Ferreira & Beatriz Mariano, 2018. "Creditor Control Rights and Board Independence," Journal of Finance, American Finance Association, vol. 73(5), pages 2385-2423, October.

    More about this item

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G33 - Financial Economics - - Corporate Finance and Governance - - - Bankruptcy; Liquidation
    • L2 - Industrial Organization - - Firm Objectives, Organization, and Behavior

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