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Author: Lorenzo Sasso Publisher: ISBN: 9789041148438 Category : Convertible securities Languages : en Pages : 0
Book Description
Most of the empirical and theoretical research in this area has focused on the tax advantages of issuing hybrids as a way of reducing the cost of capital or on their capacity to be subordinated to all the creditors and to be unable to trigger the liquidation of the firm in case of default on its payouts. However, very little contribution has been made to the analysis of these securities with regard to their implications for corporate governance. This thesis aims to discuss the rationale for issuing hybrids, and to evaluate the law relative to these instruments against the background of both agency costs and property rights theories. The functional approach unveils an important rationale for issuing hybrids. The UK and US have legal systems characterized by transactional flexibility. They rely heavily on ex post standards strategies to protect preference shareholders and on the judiciary to evaluate the fairness of a transaction.
Author: Lorenzo Sasso Publisher: Kluwer Law International B.V. ISBN: 9041148515 Category : Law Languages : en Pages : 248
Book Description
Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: decisions under uncertainty when the risks of opportunism of the parties is very high; contract incompleteness and ex post conflicts; protection of convertible bondholders in mergers and acquisitions and in assets disposal; use of convertible bonds to reorganise and restructure a firm; timing of the conversion and the issuer’s call option; majority-minority conflict in venture capital financing; duty of loyalty; fiduciary duties to preference shareholders; and financial contract design for controlling the board’s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.
Author: Ranjul Rastogi Publisher: ISBN: 9788126107278 Category : Corporate governance Languages : en Pages : 220
Book Description
Capital Structure And Corporate Control Provides Practical Insights Into Understanding The Behaviour Of Corporate Governance And The Factors That Determine The Distribution Of Power Among Corporate Managers, Shareholders And Directors.This Volume Presents An Identification Of Locus Of Control Within The Firm And Quantification Of Managerial Preference Function Which Eluded The Economists For So Long. It Forms A Basic Contribution To The Theoretical Modelling, Methodological And Estimation Procedure. An Empirical Insight Into The Nature And Extent Of Discretion In Decision Making Is Also Discussed.As Such This Study Is An Important Step To Make Fundamental Progress In The Area Of Corporate Control And Has The Potential To Extend It To Several Related Areas.
Author: Christopher Parsons Publisher: Now Publishers Inc ISBN: 160198202X Category : Business & Economics Languages : en Pages : 107
Book Description
Empirical Capital Structure reviews the empirical capital structure literature from both the cross-sectional determinants of capital structure as well as time-series changes.
Author: Erwan Morellec Publisher: ISBN: Category : Languages : en Pages : 58
Book Description
We develop a dynamic tradeoff model to examine the importance of manager-shareholder conflicts in capital structure choice. Using panel data on leverage choices and the model's predictions for different statistical moments of leverage, we show that while refinancing costs help explain the patterns observed in the data, their quantitative effects on debt choices are too small to explain financing decisions. We also show that by adding agency conflicts in the model and giving the manager control over the leverage decision, one can obtain capital structure dynamics consistent with the data. In particular, we find that the model needs an average agency cost of 1.5% of equity value to resolve the low-leverage puzzle and to explain the time series of observed leverage ratios. Our estimates also reveal that the variation in agency costs across firms is sizeable and that the levels of agency conflicts inferred from the data correlate with commonly used proxies for corporate governance.
Author: Ahmed Riahi-Belkaoui Publisher: Praeger ISBN: Category : Business & Economics Languages : en Pages : 238
Book Description
This text uses theoretical and contingency approaches to examine the question of whether capital structure can be determined. Using a bond rating model it looks at the evaluation of capital structure, the resolution of issues pertaining to equity and liabilities, and their contribution to reports
Author: Lorenzo Sasso
Author: Lorenzo Sasso
Author: Ranjul Rastogi
Author: Yinghong Chen
Author: William G. Cook
Author: Christopher Parsons
Author: Gerald T. Garvey
Author: 
Author: Ronen Israel
Author: Erwan Morellec
Author: Ahmed Riahi-Belkaoui