In a model of dual agency problems where borrower-lender and bank-nonbank incentives may conflict, we predict a hockey stick relation between bank skin in the game and covenant tightness. As bank participation declines covenant tightness increases until reaching a low threshold, at which point the relation sharply reverses and covenant protection is removed with a commensurate increase in sprea...

Since 1977, the popularity of the limited liability company (“LLC”) has grown tremendously, overtaking the corporation and the partnership as the preferred business structure in many jurisdictions. Amidst this growth in popularity, a legal debate has sparked concerning the existence, nature, and extent of the fiduciary and contractual duties owed in the LLC context. Drafters of LLC agreements c...

Using three measures of covenant restrictiveness, I examine the association between the ex ante design of debt covenant restrictiveness and the ex post exercise of creditor control rights. I find that contracts with higher level of covenant restrictiveness at loan origination are more likely to subsequently experience both covenant violations and renegotiations, suggesting that stricter covenan...

A second iteration of a draft covenant for the Anglican Communion (the St. Andrew’s Draft) is now circulating; and it is likely that some version thereof will be presented to the Bishops of the Communion when they meet in Canterbury this summer. At some point after this gathering, a covenant proposal will be circulated among the provinces of the Communion for ratification. There is no doubt tha...

We present empirical evidence on acquirer firms that have violated or are about to violate a loan covenant within four quarters of undergoing an acquisition. We find that firms that violate a covenant within the four quarters before the acquisition announcement have the highest announcement period abnormal returns, while firms that violate a covenant within the four quarters after the acquisiti...

We examine whether the presence of alternative debt covenant designs (threshold tightness, covenants frequency and covenant interdependence) reduces the adverse effect of poor accounting quality on debt cost in the private lending market. Our results indicate that when lenders face borrowing firms characterized by low accounting quality (hereafter, low quality borrowers), the lender tends to in...

A convertible bond is defined to be (e.g., Jorion [10]) a bond issued by a corporation that can be converted into the equity of that corporation at certain times using a predetermined exchange ratio. This entails the creation of new shares issued by the corporation if and when conversion occurs, and the existing shares are diluted by the creation of the new shares. The option to convert is sole...

We examine the relation between firms’ real earnings management decisions and the slack in their net worth debt covenant. Using private debt covenant data, we find that the overall level of real earnings management is higher when net worth covenant slack is tighter. Moreover, we find that this effect is more pronounced for loan-years with the tightest slack, which is a setting where benefits of...

With free cash flows, borrowers can accumulate cash or voluntarily pay down debts. However, sometimes creditors impose a mandatory repayment covenant called “excess cash flow sweep” in loan contracts to force borrowers to repay debts ahead of schedule. About 17% of borrowers in our sample (1995-2006) have this covenant attached to at least one of their loans. We find that the sweep covenant is ...

Post-employment restrictive covenants in the context of employment relationships have long posed challenges for employers. Both the nature of the agreement and the context in which it is entered into impact the enforceability of restrictive covenants. The lack of a unified or “national” body of law on restrictive covenants within the US further complicates the issue. For example, in some states...