A handful of us corporate scholars have been beating the drum on the role of creditors in corporate governance (see, e.g.). We view creditors as an underappreciated influence for the monitoring of management and agency cost reduction. Now a trio of finance scholars has come out with an empirical paper detailing the important influence of bank creditors on firm investment policy. Their paper focuses on the use of capital expenditure covenants in bank loan agreements to affect investment policy of solvent public firms. From a conventional corporate governance perspective, investment policy would seem to be one of those areas especially within the expertise and discretion of firm management, and correspondingly immune to shareholder challenge. And yet, wouldn't it be nice if a properly incentivized monitor could curb managerial excess in this regard? This is exactly what Greg Nini, David C. Smith, and Amir Sufi find in Creditor Control Rights and Firm Investment Policy. Of special interest for corporate governance, they find evidence that bank-imposed capex restrictions may result in efficient levels of investment. In their sample, firms with a capex restriction showed large and statistically significant increases in firm value (as measured by market-to-book) and operating performance (as measured by return on assets) in the year after imposition of the restriction.
Here's the abstract:
We provide novel empirical evidence of a direct contracting channel through which firm financial policy affects firm investment policy. We examine a large sample of private credit agreements between banks and public firms and find that 32% of the agreements contain an explicit restriction on the firm's capital expenditures. Creditors are more likely to impose a restriction following negative borrower performance. Moreover, the effect of credit downgrades and financial covenant violations on the incidence of capital expenditure restrictions in new contracts is larger than the effect on interest spreads. We also find that restrictions cause a reduction in firm investment and that firms obtaining contracts with a new restriction experience subsequent increases in market valuation and operating performance. The evidence suggests that capital expenditure restrictions reduce inefficient excess investment by managers.
Corporate Governance, Empirical Legal Studies, Finance | Bookmark
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1. Posted by Jake on March 18, 2007 @ 17:10 | Permalink
It's nice to see some empirical evidence supporting the fact, self evident for many, that creditors routinely exert influence on firm investment policy.
Something counterintuitive lurks here, however. Equity investors, in theory, have more at risk than creditors and are the "owners." So why don't (or can't) shareholders impose capex limits on their hired management? Or is the question, perhaps, why shareholders choose not to do so?
2. Posted by Fred Tung on March 19, 2007 @ 11:40 | Permalink
There is a whole literature on why bank covenants are tighter and more effective than bond covenants. Basically, bond indentures aren't conducive to renegotiation, but bank debt is. So the bank lender can fine tune financial covenants or capex restrictions in a way that bondholders cannot. The same will generally be true for shareholders, who have no good mechanism for ongoing monitoring of firm investment policy--besides the board, of course. Private equity (and others) may use board representation to police this, but it seems to me that explicit contractual limits on investment policy must be renegotiable in order to operate effectively.
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