Cahiers de recherche

  • Titre
  • Auteur(s)

  • FIN-2014-1033
  • Debt Structure Dispersion, Creditor Conflicts, and Covenants in Corporate Loans
  • Y. LOU, C. OTTO

Départements : Comptabilité et Contrôle de Gestion, Finance

How do conflicts between creditors affect debt contract terms? We study this question by examining the effect of dispersion in firms' existing debt structures on the use of covenants in new corporate loans. We find that loans include more covenants when firms' existing debt is more dispersed. This effect is strongest for firms with high default risk and opaque accounting. Our findings suggest that covenants are used to address not only creditor-shareholder conflicts but also conflicts between different creditors. Further, our results indicate a dynamic component missing from static debt structure models: Dispersion today entails constraints when issuing future debt

Mots clés : Debt Structure Dispersion, Creditor Conflicts, Loan Covenants


Départements : Comptabilité et Contrôle de Gestion, Finance

Using securities lawsuits related to M&A as an industry shock, we examine whether litigation risk acts as an external governance mechanism by disciplining managers' investment decisions. In the two years following an M&A lawsuit (a lawsuit where plaintiffs allege that the firm hid poor performance related to a prior acquisition), we find that industry peers experience higher bidder announcement returns, choose more adequate methods of payment, and engage in fewer diversifying and smaller takeovers. Collectively, this evidence is consistent with post lawsuit deals being of higher quality. Furthermore, we find that peer firms respond to the increased litigation risk by reducing abnormally high investment expenditures. Finally, the reactions are stronger among firms with fewer anti-takeover provisions. Overall, our results show that M&A lawsuits can have an industry-wide deterrence effect on firms' suboptimal investment behavior.

Mots clés : Litigation Risk, Mergers, Investment Decisions, Corporate Governance


Départements : Comptabilité et Contrôle de Gestion, GREGHEC (CNRS)

Meaning work is a key category of institutional work, which aims at maintaining or changing of field-level meanings. Mobilizing institutional analysis of field level change processes and the social movement framing literature, this study conceptualizes the types of meaning work that actor at the boundary of a social movement and the incumbent field undertake in the process of “mainstreaming”. Mainstreaming in this paper is defined as a process whereby a social movement succeeds in diffusing its norms, values or practices across the wider incumbent field. During the past few decades, socially responsible investment (SRI) has shifted from being a marginal, religious, mostly US-based movement to an influential international movement, which has succeeded in mobilizing a large number of incumbent investors and financial organizations. Based on a multi-stage qualitative analysis of the SRI field during the past 50 years, this study first establishes the structural changes that define a field undergoing mainstreaming. It then introduces propositions regarding links between these field-level changes and the meaning work that actors at the boundary between a social movement and the incumbent field undertake.

Mots clés : field, social movements, framing, institutions, socially responsible investment, meaning


Départements : Comptabilité et Contrôle de Gestion, GREGHEC (CNRS)

Transparency is one of the fundamental norms that structure our contemporary individual, organizational and social lives. Its influence can be felt at all levels, and it provides, in particular, the normative foundation for the current explosion of accounting, audit and other visibility-based accountability structures. The emergence and rapid expansion of international organizations – that have played a central role in structuring transnational governance around a plethora of standards and audits – has been fundamental to the theorization and global diffusion of accountability regimes. In this paper, we undertake a conceptual genealogy of the powerful notion of transparency. Starting with its Enlightenment roots, we explore the multiple competing and conflicting mobilizations of the notion of transparency through time to liberate, to deliberate, to legitimize, to control, to structure or to govern. We then trace the transposition of these various historical trajectories into the transnational space. Beginning with the League of Nations, we follow the various mutations of transnational transparency up to its contemporary and profound neoliberal transformation. We show how transnational transparency has shifted from being a norm of emancipatory accountability, “exposing the few to the many”, to one of governing by “exposing the many to the few”.

Mots clés : transparency, transnational governance, accountability, genealogy, enlightenment, visibility


Départements : Comptabilité et Contrôle de Gestion

The purpose of this article is to explore the role of instruments in the transformation of institutional logics and their associated practices at the micro level. Based on an ethnographic study, this article compares two working groups — one responsible for equity and the other for fixed-income investments — in an asset management company attempting to integrate new demands for socially responsible investment (SRI). These two working groups both sought to change their investment processes through the introduction of new calculative devices. The equity group was perceived to be more successful than the fixed-income group in introducing SRI because of its greater ability to fabricate calculative devices capable of mediating between financial returns and social responsibility. Elaborating on these findings, the article argues that instruments can effect institutional change when actors come to believe that available instruments are sufficiently flexible and incomplete to act as "mediating instruments" between practice and institutional change

Mots clés : Equity Investment, Fixed-Income Investment, Institutional Logics, Mediating Instruments, Materiality, Socially Responsible Investment


Départements : Comptabilité et Contrôle de Gestion, GREGHEC (CNRS)

Drawing on a framework of deinstitutionalization, this study explores the abandonment of budgeting through a multiple-case study of four companies. The findings illustrate how a number of antecedents to deinstitutionalization acted in each setting and show that abandonment was only achieved through skillful agency by dominant insiders to construct the need and manage for change. In addition, an interesting finding of the study is that two of the four companies reversed the deinstitutionalization and re-introduced traditional budgeting. This is explained by highlighting the role of remnants of formerly institutionalized practices and by demonstrating the importance of administrative and cultural controls which can support the abandonment of a central control practice in the first place. Overall, this research extends previous studies of deinstitutionalization by analyzing a taken-for-granted practice at the micro level and by giving a more agentic account of its processes.

Mots clés : deinstitutionalization; budgeting; budget abandonment; Beyond Budgeting


Départements : Comptabilité et Contrôle de Gestion, Finance

We examine the effect of dispersion in a firm's existing debt on the contract terms of newly issued loans. We find that new loans of firms whose existing debt is more dispersed among different types of lenders include more covenants and default clauses and are more likely to be collateralized. These findings provide evidence that new lenders seek protection from potential conflicts among different types of creditors by including additional contract terms in the loan agreements. Consistent with the notion that conflicts between different types of lenders matter most in case of default and are aggravated by information asymmetries, we further find that the effect of creditor dispersion is stronger for firms with high default risk and more pronounced for firms with low accounting quality. Finally, we provide evidence for a similar effect of creditor dispersion on the contract terms of newly issued bonds.

Mots clés : Creditor Dispersion, Debt Contract Terms, Debt Capital Structure


Département Comptabilité Contrôle de Gestion

While it is generally maintained that earnings management can occur to inform as well as to mislead, evidence that earnings management informs has been scarce, and evidence that credibility increases with signal costliness inexistent. We provide evidence that firms use discretion over financial reporting and real activities to report higher earnings on lower sales from continuing operations. Although these firms defy gravity artificially, we show that the upwards earnings management informs rather than misleads investors. We find that firms that defy gravity (1) report higher future earnings and cash flows, (2) earn higher one-year-ahead abnormal returns, (3) have a positive market reaction to the defying gravity earnings announcement, and (4) their CEOs are more likely to be net buyers in the year preceding the defying gravity event. We also show that the upwards earnings management signal is more credible when it is more costly to achieve: Defying gravity firms perform better when they bear the opportunity loss of not taking a big bath in times of crisis — years where poorer performance can be blamed on economy-wide shocks, and when they have fewer degrees of freedom to report higher earnings.


Départements : Comptabilité et Contrôle de Gestion, GREGHEC (CNRS)

While it is generally maintained that earnings management can occur to inform as well as to mislead, evidence that earnings management informs has been scarce, and evidence that credibility increases with signal costliness inexistent. We provide evidence that firms use discretion over financial reporting and real activities to report higher earnings on lower sales from continuing operations. Although these firms defy gravity artificially, we show that the upwards earnings management informs rather than misleads investors. We find that firms that defy gravity (1) report higher future earnings and cash flows, (2) earn higher one-year-ahead abnormal returns, (3) have a positive market reaction to the defying gravity earnings announcement, and (4) their CEOs are more likely to be net buyers in the year preceding the defying gravity event. We also show that the upwards earnings management signal is more credible when it is more costly to achieve: Defying gravity firms perform better when they bear the opportunity loss of not taking a big bath in times of crisis — years where poorer performance can be blamed on economy-wide shocks, and when they have fewer degrees of freedom to report higher earnings.

Mots clés : Earnings Management, Signaling, Informativeness, Opportunism, Credibility


Département Comptabilité Contrôle de Gestion


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