Legal capital: an outdated concept
This paper reviews the case for and against mandatory legal capital rules. It is argued that legal capital is no longer an appropriate means of safeguarding creditors' interests. This is most clearly the case as regards mandatory rules. Moreover, it is suggested that even an 'opt in' (or default) legal capital regime is unlikely to be a useful mechanism. However, the advent of regulatory arbitrage in European corporate law will provide a way of gathering information regarding investors' preferences in relation to such rules. Those creditor protection rules that do not further the interests of adjusting creditors will become subject to competitive pressures. Legislatures will be faced with the task of designing mandatory rules to deal with the issues raised by Ônon-adjustingÕ creditors in a proportionate and effective manner, consistent with the Gebhard formula.
|Date of creation:||Mar 2006|
|Date of revision:|
|Contact details of provider:|| Web page: http://www.cbr.cam.ac.uk/|
References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Gelter, Martin, 2006. "The subordination of shareholder loans in bankruptcy," International Review of Law and Economics, Elsevier, vol. 26(4), pages 478-502, December.
- Kanda, Hideki, 1992. "Debtholders and Equityholders," The Journal of Legal Studies, University of Chicago Press, vol. 21(2), pages 431-48, June.
- Kalay, Avner, 1982. "Stockholder-bondholder conflict and dividend constraints," Journal of Financial Economics, Elsevier, vol. 10(2), pages 211-233, July.
- Mitchell A. Petersen & Raghuram G. Rajan, 1996.
"Trade Credit: Theories and Evidence,"
NBER Working Papers
5602, National Bureau of Economic Research, Inc.
- Kaplow, Louis & Shavell, Steven, 2002.
"Economic analysis of law,"
Handbook of Public Economics,
in: A. J. Auerbach & M. Feldstein (ed.), Handbook of Public Economics, edition 1, volume 3, chapter 25, pages 1661-1784
- Nash, Robert C. & Netter, Jeffry M. & Poulsen, Annette B., 2003. "Determinants of contractual relations between shareholders and bondholders: investment opportunities and restrictive covenants," Journal of Corporate Finance, Elsevier, vol. 9(2), pages 201-232, March.
- Stiglitz, Joseph E & Weiss, Andrew, 1981. "Credit Rationing in Markets with Imperfect Information," American Economic Review, American Economic Association, vol. 71(3), pages 393-410, June.
- Mariassunta Giannetti & Mike Burkart & Tore Ellingsen, 0.
"What You Sell Is What You Lend? Explaining Trade Credit Contracts,"
Review of Financial Studies,
Society for Financial Studies, vol. 24(4), pages 1261-1298.
- Burkart, Mike & Ellingsen, Tore & Giannetti, Mariassunta, 2004. "What You Sell is What You Lend? Explaining Trade Credit Contracts," CEPR Discussion Papers 4823, C.E.P.R. Discussion Papers.
- Ilia D. Dichev, 2002. "Large-Sample Evidence on the Debt Covenant Hypothesis," Journal of Accounting Research, Wiley Blackwell, vol. 40(4), pages 1091-1123, 09.
- Ringleb, Al H & Wiggins, Steven N, 1990. "Liability and Large-Scale, Long-term Hazards," Journal of Political Economy, University of Chicago Press, vol. 98(3), pages 574-95, June.
- David Blanchflower & Andrew J. Oswald, 1990. "What Makes an Entrepreneur? Evidence on Inheritance and Capital Constraints," NBER Working Papers 3252, National Bureau of Economic Research, Inc.
- Chee K. Ng & Janet Kiholm Smith & Richard L. Smith, 1999. "Evidence on the Determinants of Credit Terms Used in Interfirm Trade," Journal of Finance, American Finance Association, vol. 54(3), pages 1109-1129, 06.
- Myers, Stewart C., 1977. "Determinants of corporate borrowing," Journal of Financial Economics, Elsevier, vol. 5(2), pages 147-175, November.
- Smith, Clifford Jr. & Warner, Jerold B., 1979. "On financial contracting : An analysis of bond covenants," Journal of Financial Economics, Elsevier, vol. 7(2), pages 117-161, June.
- John Armour & Douglas Cumming, 2008.
"Bankruptcy Law and Entrepreneurship,"
American Law and Economics Review,
Oxford University Press, vol. 10(2), pages 303-350.
- John Armour & Douglas Cumming, 2005. "Bankruptcy Law and Entrepreneurship," ESRC Centre for Business Research - Working Papers wp300, ESRC Centre for Business Research.
- Djankov, Simeon & McLiesh, Caralee & Shleifer, Andrei, 2007.
"Private credit in 129 countries,"
Journal of Financial Economics,
Elsevier, vol. 84(2), pages 299-329, May.
- Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
- Christian Leuz, 1998. "The role of accrual accounting in restricting dividends to shareholders," European Accounting Review, Taylor & Francis Journals, vol. 7(4), pages 579-604.
- John Armour, 2005. "Who should make corporate law? EC legislation vs regulatory competition," ESRC Centre for Business Research - Working Papers wp307, ESRC Centre for Business Research.
When requesting a correction, please mention this item's handle: RePEc:cbr:cbrwps:wp320. See general information about how to correct material in RePEc.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (Howard Cobb)
If references are entirely missing, you can add them using this form.