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Fiduciary Duties and Equity-Debtholder Conflicts

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  • Bo Becker

    () (Harvard Business School, Finance Unit)

  • Per Strömberg

    () (Institute of Financial Research (SIFR))

Abstract

We use an important legal event as a natural experiment to examine the effect of management fiduciary duties on equity-debt conflicts. A 1991 Delaware bankruptcy ruling changed the nature of corporate directors' fiduciary duties in firms incorporated in that state. This change limited managers' incentives to take actions favoring equity over debt for firms in the vicinity of financial distress. We show that this ruling increased the likelihood of equity issues, increased investment, and reduced firm risk, consistent with a decrease in debt-equity conflicts of interest. The changes are isolated to firms relatively closer to default. The ruling was also followed by an increase in average leverage and a reduction in covenant use. Finally, we estimate the welfare implications of this change and find that firm values increased when the rules were introduced. We conclude that managerial fiduciary duties affect equity-bond holder conflicts in a way that is economically important, has impact on ex ante capital structure choices, and affects welfare.

Suggested Citation

  • Bo Becker & Per Strömberg, 2009. "Fiduciary Duties and Equity-Debtholder Conflicts," Harvard Business School Working Papers 10-070, Harvard Business School, revised Dec 2011.
  • Handle: RePEc:hbs:wpaper:10-070
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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. 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.
    7. Yaniv Grinstein & Stefano Rossi, 2016. "Good Monitoring, Bad Monitoring," Review of Finance, European Finance Association, vol. 20(5), pages 1719-1768.
    8. repec:eee:corfin:v:45:y:2017:i:c:p:318-332 is not listed on IDEAS
    9. Colonnello, Stefano & Herpfer, Christoph, 2016. "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. 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.
    11. 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.
    12. repec:eee:corfin:v:47:y:2017:i:c:p:46-71 is not listed on IDEAS
    13. 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.
    14. Ferreira, Daniel & Ferreira, Miguel & Mariano, Beatriz, 2017. "Creditor Control Rights and Board Independence," CEPR Discussion Papers 11870, C.E.P.R. Discussion Papers.
    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.

    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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