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The Design of Internal Control and Capital Structure

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  • Berkovitch, Elazar
  • Israel, Ronen

Abstract

We study the design of internal control and capital structure. We pose the question, When is control allocated only to shareholders and when is it allocated to other stakeholders, such as debtholders, or the management team? We show that shareholders (debtholders) get control when the firm's cash flow is relatively sensitive (insensitive) to managerial effort. Our theory implies that the signs of the correlations between endogenous variables when shareholders have absolute control are reversed when debtholders have veto power. In particular, debt level and firm value are negatively (positively) correlated when debtholders have veto power (shareholders have absolute control). Article published by Oxford University Press on behalf of the Society for Financial Studies in its journal, The Review of Financial Studies.

Suggested Citation

  • Berkovitch, Elazar & Israel, Ronen, 1996. "The Design of Internal Control and Capital Structure," Review of Financial Studies, Society for Financial Studies, vol. 9(1), pages 209-240.
  • Handle: RePEc:oup:rfinst:v:9:y:1996:i:1:p:209-40
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    Cited by:

    1. Anil Arya & Jonathan Glover, 2006. "The Use of Debt to Prevent Short-Term Managerial Exploitation," Annals of Finance, Springer, vol. 2(4), pages 357-368, October.
    2. Akbel, Basak & Schnitzer, Monika, 2011. "Creditor rights and debt allocation within multinationals," Journal of Banking & Finance, Elsevier, vol. 35(6), pages 1367-1379, June.
    3. Roberta Dessí, 2001. "Implicit Contracts, Managerial Incentives, and Financial Structure," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 10(3), pages 359-390, September.
    4. Markus Lehmann, 2004. "Voluntary Environmental Agreements and Competition Policy," Environmental & Resource Economics, Springer;European Association of Environmental and Resource Economists, vol. 28(4), pages 435-449, August.
    5. Maug, Ernst, 1997. "Boards of directors and capital structure: Alternative forms of corporate restructuring," Journal of Corporate Finance, Elsevier, vol. 3(2), pages 113-139, April.
    6. Choe, Chongwoo, 2003. "Leverage, volatility and executive stock options," Journal of Corporate Finance, Elsevier, vol. 9(5), pages 591-609, November.
    7. Roberta DessÌ & Donald Robertson, 2003. "Debt, Incentives and Performance: Evidence from UK Panel Data," Economic Journal, Royal Economic Society, vol. 113(490), pages 903-919, October.
    8. Mário Santos & António Moreira & Elisabete Vieira, 2014. "Ownership concentration, contestability, family firms, and capital structure," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 18(4), pages 1063-1107, November.
    9. David R. Skeie, 2007. "Vesting and control in venture capital contracts," Staff Reports 297, Federal Reserve Bank of New York.
    10. Matthew C. Clayton & Jay C. Hartzell & Joshua Rosenberg, 2005. "The Impact of CEO Turnover on Equity Volatility," The Journal of Business, University of Chicago Press, vol. 78(5), pages 1779-1808, September.
    11. Gary Gorton & Bruce D. Grundy, "undated". "Executive Compensation and the Optimality of Managerial Entrenchment," Rodney L. White Center for Financial Research Working Papers 15-96, Wharton School Rodney L. White Center for Financial Research.
    12. Khawaja, Mohsin & Bhatti, M. Ishaq & Ashraf, Dawood, 2019. "Ownership and control in a double decision framework for raising capital," Emerging Markets Review, Elsevier, vol. 41(C).
    13. Li, Wei-Xuan & Chen, Clara Chia-Sheng & French, Joseph J., 2012. "The relationship between liquidity, corporate governance, and firm valuation: Evidence from Russia," Emerging Markets Review, Elsevier, vol. 13(4), pages 465-477.
    14. Chrisostomos Florackis & Aydin Ozkan, 2009. "Managerial incentives and corporate leverage: evidence from the United Kingdom," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 49(3), pages 531-553, September.
    15. Brian Akins & David De Angelis & Maclean Gaulin, 2020. "Debt Contracting on Management," Journal of Finance, American Finance Association, vol. 75(4), pages 2095-2137, August.
    16. Grinstein, Yaniv, 2006. "The disciplinary role of debt and equity contracts: Theory and tests," Journal of Financial Intermediation, Elsevier, vol. 15(4), pages 419-443, October.
    17. Joel M. Vanden, 2016. "Optimal capital structures for private firms," Annals of Finance, Springer, vol. 12(2), pages 245-273, May.
    18. Douglas, Alan V. S., 2002. "Capital structure and the control of managerial incentives," Journal of Corporate Finance, Elsevier, vol. 8(4), pages 287-311, October.

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