Market Conditions and Contract Design: Variations in Debt Contracting
Albert H. Choi
University of Virginia School of Law
George G. Triantis
Stanford Law School
February 26, 2013
New York University Law Review, Forthcoming
Stanford Law and Economics Olin Working Paper No. 428
Virginia Law and Economics Research Paper No. 2012-07
Scholars have cataloged rigidities in contract design. Some have observed that boilerplate provisions are remarkably resistant to change, even in the face of shocks such as adverse judicial interpretations. Empirical studies of debt contracts and collateral, in contrast, suggest that covenant and collateral terms are customized to the characteristics of the borrower and evolve in response to changes in market conditions, such as expansion and contraction in credit supply. Building on the adverse selection and moral hazard theories of covenants and collateral, we demonstrate that an expansion (contraction) of credit will lead not only to a decrease (increase) in the interest rate but also a reduction (expansion) of covenants and collateral through lessening (worsening) adverse selection and moral hazard problems. We conclude with some empirical implications of this analysis.
Number of Pages in PDF File: 30
Keywords: contracts, corporate finance, bargaining power, adverse selection, moral hazard
JEL Classification: D82, K12, K22, L14
Date posted: May 1, 2012 ; Last revised: February 27, 2013
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