Oxford Handbook of Corporate Governance, Forthcoming
44 Pages Posted: 16 Nov 2012 Last revised: 29 Dec 2012
Date Written: November 15, 2012
This chapter, for the Oxford Handbook of Corporate Governance, provides a survey of law, economics, and finance scholarship at the intersection of corporate governance and financial distress. In financial distress, both inside and outside of bankruptcy court, formal and informal control rights are paramount. Thus, we organize our review around the major constituencies that exercise control rights in distressed firms: shareholders, managers and boards; senior and junior creditors; and the law, courts and judges. Broadly, our review suggests that an understanding of the incentives of these constituencies is crucial to explaining outcomes. Our review also documents the paradigm shift in the bankruptcy literature, away from the “safe haven” view of Chapter 11 as a slow, manager and shareholder-controlled reorganization process. Chapter 11 case outcomes are increasingly steered by sophisticated activist investors, generating faster resolutions that are more creditor-controlled. We suggest some directions for future research in light of these developments.
Keywords: bankruptcy, reorganization, corporate finance, corporate governance, Chapter 11
JEL Classification: G30, G33, G34
Suggested Citation: Suggested Citation
Ayotte, Kenneth and Hotchkiss, Edith S. and Thorburn, Karin S., Governance in Financial Distress and Bankruptcy (November 15, 2012). Oxford Handbook of Corporate Governance, Forthcoming; Northwestern Public Law Research Paper No. 12-37. Available at SSRN: https://ssrn.com/abstract=2176316