IDEAS home Printed from https://ideas.repec.org/p/cbr/cbrwps/wp320.html
   My bibliography  Save this paper

Legal capital: an outdated concept

Author

Listed:
  • John Armour

Abstract

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.

Suggested Citation

  • John Armour, 2006. "Legal capital: an outdated concept," Working Papers wp320, Centre for Business Research, University of Cambridge.
    • Handle: RePEc:cbr:cbrwps:wp320
    Note: PRO-2
    as

    Download full text from publisher

    File URL: https://www.jbs.cam.ac.uk/cbrwp320/
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. John Armour & Douglas Cumming, 2008. "Bankruptcy Law and Entrepreneurship," American Law and Economics Review, American Law and Economics Association, vol. 10(2), pages 303-350.
    2. 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.
    3. Djankov, Simeon & McLiesh, Caralee & Shleifer, Andrei, 2007. "Private credit in 129 countries," Journal of Financial Economics, Elsevier, vol. 84(2), pages 299-329, May.
    4. Petersen, Mitchell A & Rajan, Raghuram G, 1997. "Trade Credit: Theories and Evidence," Review of Financial Studies, Society for Financial Studies, vol. 10(3), pages 661-691.
    5. 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.
    6. 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.
    7. 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, Elsevier.
    8. Ilia D. Dichev & Douglas J. Skinner, 2002. "Large–Sample Evidence on the Debt Covenant Hypothesis," Journal of Accounting Research, Wiley Blackwell, vol. 40(4), pages 1091-1123, September.
    9. 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.
    10. Gelter, Martin, 2006. "The subordination of shareholder loans in bankruptcy," International Review of Law and Economics, Elsevier, vol. 26(4), pages 478-502, December.
    11. Mariassunta Giannetti & Mike Burkart & Tore Ellingsen, 2011. "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.
    12. John Armour, 2005. "Who should make corporate law? EC legislation vs regulatory competition," Working Papers wp307, Centre for Business Research, University of Cambridge.
    13. 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, June.
    14. Cheffins, Brian R., 1997. "Company Law: Theory, Structure and Operation," OUP Catalogue, Oxford University Press, number 9780198764694, Decembrie.
    15. 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 574-595, June.
    16. Kalay, Avner, 1982. "Stockholder-bondholder conflict and dividend constraints," Journal of Financial Economics, Elsevier, vol. 10(2), pages 211-233, July.
    17. 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.
    18. Kanda, Hideki, 1992. "Debtholders and Equityholders," The Journal of Legal Studies, University of Chicago Press, vol. 21(2), pages 431-448, June.
    19. 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.
    20. Myers, Stewart C., 1977. "Determinants of corporate borrowing," Journal of Financial Economics, Elsevier, vol. 5(2), pages 147-175, November.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Benito Arruñada, 2010. "Institutional Support of the Firm: A Theory of Business Registries," Working Papers 508, Barcelona School of Economics.
    2. Maren Forier & Nadine Lybaert & Maarten Corten & Niels Appermont & Tensie Steijvers, 2023. "The flip side of the coin: how entrepreneurship-oriented insolvency laws can complicate access to debt financing for growth firms," European Journal of Law and Economics, Springer, vol. 56(3), pages 461-495, December.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. John Armour, 2006. "Should we redistribute in insolvency," Working Papers wp319, Centre for Business Research, University of Cambridge.
    2. Bazzana, Flavio & Zadorozhnaya, Anna & Gabriele, Roberto, 2018. "The role of covenants in bond issue. The case of Russian companies," Emerging Markets Review, Elsevier, vol. 36(C), pages 1-18.
    3. Cao, Mengyi & Xia, Qing, 2021. "Trust and use of covenants," Research in International Business and Finance, Elsevier, vol. 57(C).
    4. Wang, Jing, 2017. "Debt covenant design and creditor control rights: Evidence from the tightest covenant," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 331-352.
    5. Alan V. S. Douglas, 2003. "Corporate Investment Incentives and Accounting†Based Debt Covenants," Contemporary Accounting Research, John Wiley & Sons, vol. 20(4), pages 645-683, December.
    6. Driss, Hamdi & Drobetz, Wolfgang & El Ghoul, Sadok & Guedhami, Omrane, 2021. "Institutional investment horizons, corporate governance, and credit ratings: International evidence," Journal of Corporate Finance, Elsevier, vol. 67(C).
    7. Peter R. Demerjian, 2017. "Uncertainty and debt covenants," Review of Accounting Studies, Springer, vol. 22(3), pages 1156-1197, September.
    8. Yaxuan Qi & Lukas Roth & John Wald, 2017. "Creditor protection laws, debt financing, and corporate investment over the business cycle," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 48(4), pages 477-497, May.
    9. Dutordoir, Marie & Pappas, Kostas & Xu, Alice Liang & Zeng, Cheng (Colin), 2023. "Covenants in convertible bonds: Boon or boilerplate?," Journal of Corporate Finance, Elsevier, vol. 80(C).
    10. Hines, James R. & Park, Jongsang, 2019. "Investment ramifications of distortionary tax subsidies," Journal of Public Economics, Elsevier, vol. 172(C), pages 36-51.
    11. Sandrine Docgne, 2022. "Bond covenants and investment policy," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 45(3), pages 551-578, September.
    12. Hans B. Christensen & Valeri V. Nikolaev, 2012. "Capital Versus Performance Covenants in Debt Contracts," Journal of Accounting Research, Wiley Blackwell, vol. 50(1), pages 75-116, March.
    13. Costello, Anna M., 2013. "Mitigating incentive conflicts in inter-firm relationships: Evidence from long-term supply contracts," Journal of Accounting and Economics, Elsevier, vol. 56(1), pages 19-39.
    14. Volodymyr Babich & Panos Kouvelis, 2018. "Introduction to the Special Issue on Research at the Interface of Finance, Operations, and Risk Management (iFORM): Recent Contributions and Future Directions," Manufacturing & Service Operations Management, INFORMS, vol. 20(1), pages 1-18, February.
    15. John Wald & Yaxuan Qi & Lukas Roth, 2009. "How Laws Affect Contracts: Evidence from Yankee Bond Covenants," Working Papers 0065, College of Business, University of Texas at San Antonio.
    16. Ningzhong Li, 2010. "Negotiated Measurement Rules in Debt Contracts," Journal of Accounting Research, Wiley Blackwell, vol. 48(5), pages 1103-1144, December.
    17. N. Huyghebaert, 2003. "The Capital Structure of Business Start-Ups. Policy Implications," Review of Business and Economic Literature, KU Leuven, Faculty of Economics and Business (FEB), Review of Business and Economic Literature, vol. 0(1), pages 23-46.
    18. Beatriz Mariano & Josep Tribó Giné, 2015. "Creditor Intervention, Investment, and Growth Opportunities," Journal of Financial Services Research, Springer;Western Finance Association, vol. 47(2), pages 203-228, April.
    19. Nam, Hocheol & Uchida, Konari, 2019. "Accounts payable and firm value: International evidence," Journal of Banking & Finance, Elsevier, vol. 102(C), pages 116-137.
    20. Sugato Chakravarty & Chiraphol N. Chiyachantana & Christine Jiang, 2011. "THE CHOICE OF TRADING VENUE AND RELATIVE PRICE IMPACT OF INSTITUTIONAL TRADING: ADRs VERSUS THE UNDERLYING SECURITIES IN THEIR LOCAL MARKETS," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 34(4), pages 537-567, December.

    More about this item

    Keywords

    Corporate Law; Creditor Protection; Legal Capital; Regulatory Competition;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K12 - Law and Economics - - Basic Areas of Law - - - Contract Law
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

    NEP fields

    This paper has been announced in the following NEP Reports:

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:cbr:cbrwps:wp320. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Ruth Newman (email available below). General contact details of provider: http://www.jbs.cam.ac.uk .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.