How Law and Institutions Shape Financial Contracts: The Case of Bank Loans

We examine empirically how legal origin, creditor rights, property rights, legal formalism, and financial development affect the design of price and non-price terms of bank loans in almost 60 countries. Our results support the law and finance view that private contracts reflect differences in legal protection of creditors and the enforcement of contracts. Loans made to borrowers in countries where creditors can seize collateral in case of default are more likely to be secured, have longer maturity, and have lower interest rates. We also find evidence, however, that ?Coasian? bargaining can partially offset weak legal or institutional arrangements. For example, lenders mitigate risks associated with weak property rights and government corruption by securing loans with collateral and shortening maturity. Our results also suggest that the choice of loan ownership structure affects loan contract terms.

Cultural differences and the structure of loan syndicates

Do cultural differences between lender and borrower affect the structure of the loan syndicate? Analyzing 8031 syndicated loans to US borrowers signed between 1986 and 2007, we find that lending shares are higher for foreign arrangers than domestic arrangers. Among foreign arrangers, lending shares further increase with cultural distance. We interpret this as a result of an increased moral hazard problem driven by higher information and effort costs faced by foreign arrangers. However, previous interactions between borrowers and arrangers can reduce moral hazard, hence culturally distant arrangers are able to form diffused syndicates

Arbitration and Dispute Settlement in Foreign Indirect Investment. The increasing significance and use of arbitration in international loan agreements, syndicated loans and international bond issues

This dissertation examines the suitability of arbitration for the resolution of securities regulatory claims and it adoption globally, which has resulted in international arbitration becoming the favoured dispute resolution mechanism in the securities industry. The author explains that disputes arising out of international bilateral and syndicated loan agreements are generally considered to be arbitrable, while international bond disputes are often derived from the controversies over the application of mandatory national laws and the compliance with securities regulation provisions - so the arbitrability of international bond disputes depends on the acceptance of the arbitrability of securities regulatory claims

Factors Influencing Syndicated Loan Spreads: A Review of Literature

In this paper we review the literature on factors influencing syndicated loan spreads, the mechanics and the direction of the impact. The review is structured around four major groups of factors on syndicated loan spreads: loan characteristics, borrower characteristics, country characteristics and lender characteristics. It is intended to facilitate the development of testable hypotheses for different time periods and different geographical samples of countries. It can also serve as a guide for policymakers looking to identify potential indicators that can serve as a basis for further analyses in order to provide recommendations for lowering the cost of funding for borrowing firms. Keywords: syndicated loans, determinants, loan spreads, literature review DOI: 10.7176/JESD/13-18-03 Publication date:September 30th 202

Running for the exit: international banks and crisis transmission

The global financial crisis has reignited the debate about the risks of financial globalisation, in particular the international transmission of financial shocks. We use data on individual loans by the largest international banks to their various countries of operations to examine whether banks’ access to borrower information affected the transmission of the financial shock across borders. The simultaneous use of country and bank-fixed effects allows us to disentangle credit supply and demand and to control for general bank characteristics. We find that during the crisis banks continued to lend more to countries that are geographically close, where they are integrated into a network of domestic co-lenders, and where they had gained experience by building relationships with (repeat) borrowers.

Sovereign Debt Reform and the Best Interest of Creditors

In April 2002 the International Monetary Fund introduced a sovereign bankruptcy proposal only to be rebuffed by the United States Treasury. Where the IMF wanted a mandatory bankruptcy regime, the Treasury wanted to solve distress problems with contractual devices. Sovereign bondholders and sovereign issuers themselves flatly rejected both proposals, even though they were nominally the beneficiaries of both proponents. This Article addresses and explains this bondholder reaction. In so doing, it takes a highly skeptical view of the IMF\u27s proposal even as it shows that the incentive structure surrounding sovereign lending renders untenable the Treasury\u27s contractarian proposal. The Article\u27s analysis follows from a review and restatement of the economic learning on sovereign debt relationships. The IMF and the Treasury share the objective facilitating restructuring by substituting a regime of collective action for the prevailing practice of requiring unanimous bondholder consent to significant amendments of bond contracts. In so doing they follow a conventional wisdom respecting bond contracts under which standard unanimity provisions are inefficient and irrational. The Article shows that this dismissal of the unanimity requirement comes too quickly. Under our analysis of the problem the debtor distress, bondholders rationally may prefer to make compositions harder to conclude. There is no first best equilibrium bond contract; instead bondholders select from a menu of second best forms, making trade offs between unanimous action and collective action provisions in an imperfect world. One factor leading lenders to favor unanimous action is the need to self protect. In a world without a good faith backstop, creditors motivated by side deals can take advantage of majority rule to impose suboptimal compositions. Holding out is the only weapon available to the minority creditor. The Article argues that, given such side deals, a stable majoritarian regime cannot be achieved as a matter of free contract. Mandate will be necessary. It follows that the Treasury\u27s contractarian approach is implausible absent a backstop regime of intercreditor good faith duties. The Article draws on the history of corporate reorganization prior to the enactment of the section 77B of the Bankruptcy Act of 1934 to show that courts have grappled with these questions before, intervening aggressively on equitable principles

The crisis as a wake-up call: do banks tighten screening and monitoring during a financial crisis?

Recent developments and theoretical work on the transition economies has emphasised the importance of internal bargaining and incentives. This paper constitutes the first attempt to systematise the large and growing body of case studies of enterprise restructuring in Poland, Hungary, Slovakia, Russia and the Czech Republic. We begin from a framework in which the incentives and constraints on managers are crucial for the success of transforming enterprises into value maximising firms. The forms of, and the constraints on, active behaviour are examined for each enterprise across the dimensions of internal organisation, product and labour markets and investment. There is a huge variety in the quality of the evidence and in the experiences documented. Although we find widespread evidence of enterprise managers reacting to the post-reform environment, examples of deep restructuring are rare. Managers are hamstrung by weak incentives and increasing employee opposition, as well as by the uneven development of social and market infrastructure external to the enterprise. Low incentives arise from the absence of a managerial labour market, monopoly power and the large component of idiosyncratic knowledge possessed by incumbents. Opposition is based on the high costs of job loss. A characteristic feature of the transition economies is the ability of employees to veto restructuring and the opposition of labour appears likely to increase as unemployment rates and durations grow. Cases are described where the passage of restructuring measures has been facilitated by the willingness of the state to provide compensation to the ‘losers’. The examination of pre-privatisation behaviour suggests that the pace and depth of restructuring would increase after privatisation only when privatisation clearly transforms the incentives and constraints facing managers. The limited evidence on post- privatisation restructuring surveyed here suggests that foreign ownership of a former state-owned enterprise is the exception in which privatisation produces a marked change in behaviour. The role of product market power runs through the survey. Some enterprises use profits as a shield to avoid painful change, others have actively sought to build dominant positions. Aggregate data is presented which raises the possibility that the pattern of restructuring is being distorted by the uneven distribution of monopoly power across sectors. In our conclusions, we suggest ways in which future enterprise-level research could be improved to shed more light on the pattern of restructuring and to facilitate safer policy advice. From a policy perspective, we stress the complementarity between different reforms. The focus on the incentives and constraints facing enterprise managers highlights the limitations to a strategy which relies on privatisation to raise efficiency. The state must play a role in facilitating labour shedding and internal reorganisation of enterprises through providing finance for compensation, promoting the provision of social services outside the structure of enterprises and fostering the creation of new jobs. The hardening ahs promoted adjustment but over-tight budgetary policies may offset this, slowing the arte of new job creation ad heightening uncertainty about the prospects of enterprises under restructuring.

Financial Reporting Differences and Debt Contracting

I examine the relationship between contracting parties\u27 familiarity with one another\u27s accounting information and the terms and structure of debt contracts. I use the differences in generally accepted accounting principles (GAAP) among contracting parties domiciled in different countries as a proxy for how familiar a lending bank will be with a borrower\u27s accounting information. I find that a larger difference between the GAAP of the lender and the GAAP of the borrower is associated with a higher credit spread and higher fees. I also find that a larger difference between the GAAP of the lender and the GAAP of the borrower is associated with a more concentrated loan syndicate, suggesting a closer monitoring relationship between the borrower and the lender. Finally, I find that when there is a larger difference between the GAAP of the lender and the GAAP of the borrower, banks rely less on financial covenants as a contracting tool. Moreover, banks tend to alter the types of covenants they write, relying more on capital-based financial covenants and less on earnings-based covenants. My results are consistent with banks experiencing information problems when contracting with parties whose accounting information they find to be unfamiliar. These results provide new evidence on the importance of financial reporting for debt contracting

The Diplomacy Discount in Global Syndicated Loans

We investigate whether state-to-state political ties with a global superpower affects the pricing of international syndicated bank loans. We find statistically and economically significant effects of stronger state political ties with the United States, arguably the most dominant global superpower of our times, on the pricing of global syndicated loans. A one standard deviation improvement in state political ties between the U.S. and the government of a borrower's home country is associated with 14 basis points lower loan spread. This is equivalent to a cumulative savings in loan interest payments of about 10 million USD for the average loan in our sample. The effect of political ties on loan pricing is also stronger when lead arrangers are U.S. banks, during periods in which the U.S. is engaged in armed conflicts such as in the Afghan, Iraq and Syrian wars, when the U.S. president belongs to the Republican Party, and for borrowers with better balance sheets and prior lending relationships. Notably, we find that not all firms exploit this mechanism, as cross-listed firms and firms in countries with strong institutional quality and ability to attract institutional investors are much less reliant on political ties for lowering their borrowing costs

Ethnicity and cross-border lending: evidence from the syndicated loan market.

Whilst the connection between culture and financial intermediation across countries has received considerable attention, there is scant work on the role of local ethnicity in bank lending operations. To fill this void, we lean on the sociology literature to scrutinize the impact of local ethnicity characteristics on syndicated loan composition and size in cross-border lending. We specifically examine whether local demographics in the U.S. for a specific bank impact their contracting in the international syndicated loan market. Exploiting Gravity Models, we find a higher likelihood of syndication and volume in cross-border loans when there is overlap in local and foreign market ethnicity. To alleviate endogeneity concerns between ethnicity and bank lending, we conduct robustness tests on different sub-samples. This analysis reports a significant uptick in cross-border loans for merging banks which share ethnicity in their neighbourhood (or zip). Moreover, these loans are associated with lower spreads than other matched cross-border loans, which can be explained by lower asymmetric information