The Economics of Corporate Bankruptcy Law

Abstract

Apart from an extensive survey of the literature on the economics of corporate bankruptcy law, this thesis contains three own contributions: First, a model is presented where a firm's manager acquires some private information about whether a firm should be liquidated or stay in business. Providing the manager with suitable incentives to act in the investors' interest may be socially efficient, but not individually rational for the investors themselves. A second-best arrangement will be specified, and it will be shown how investors can be induced to implement it by means of an optimal bankruptcy code in the case where only standard financial contracts are available. The theory explains why bankruptcy law should, in some states of nature, let shareholders and senior creditors decide jointly, and provides a rationale for the existence of junior debt, which never enjoys any power of decision. Secondly, the topic of private debt workouts is taken up. It has often been argued that the coercive character of bond exchange offers leads to an inefficient liquidation policy, and that legal regulations are called for. In contrast to this claim, it will be argued here that such bondholder coercion will be anticipated when contracts are written out, so that the second-best arrangement will be obtained under any of the legal settings considered in the literature. Finally, there is a theoretical analysis and an empirical study of the incentives associated with Indian bankruptcy law, the key feature of which is that poorly performing firms are declared 'sick' and thereafter are run under governmental control. It is argued that governors have strong incentives to induce firms to choose a higher leverage by providing subsidized loans, because higher leverage increases the probability of financial distress, in which case the governor can implement his own conceptions of running the firm more easily. The model is applied to a data-set of some 2500 Indian manufacturing firms, and the basic model implications are confirmed.