Tuesday, February 1, 2011

What Restrictive Covenants Teach About Shareholder Rights

When a corporation wants some cash in its pockets, it can take either take out a bank loan or sell securities (in the form of bonds or stock). 

Bank loan agreements always contain a plethora of restrictive and mandatory covenants whereby the bank, of course wanting its money back at some point, tells the corporation what it can and can't do with its assets. 

It can't use them for collateral for other bank loans.  It can't draw down on reserves.  It's got to turn over financial reports routinely for the bank's inspection.  It's got to pay back the money immediately if it goes into default under another loan, etc. etc

General consensus explaining the reason why corporations don't promise the same kinds of things when they go to sell securities usually points to some version of the "collective action" problem.  The law steps in and provides a "financial monitoring" solution by mandating quarterly and yearly reports.  But... not much else.

The "much else," perhaps, is the fodder for regulatory reform.