Proxy contests and debt contracting behavior: The interplay of managerial, shareholder and creditor incentives

Jun Chen, Bharat A. Jain and Jian Huang

Journal of Business Finance & Accounting, 2023, vol. 50, issue 9-10, 1867-1909

Abstract: We evaluate how heterogeneity in the strategic interplay among shareholder, creditor and manager incentives influences debt contracting behavior around proxy contests. We find that, after proxy contests, new loan originations have significantly higher spreads and more stringent non‐pricing contracting terms. The effect, however, occurs largely in contest firms where Chief Executive Officers (CEOs) are provided with risk‐taking incentives. Further, creditors’ simultaneous equity holdings and credit default swaps (CDS) trading attenuate the impact of proxy contests on debt contracting costs. Finally, proxy contests that culminate in voting and dissident victory experience the largest increase in loan pricing. Overall, our results suggest an increase in the agency cost of debt occurs after proxy contests, particularly when managerial risk‐taking incentives are high, and when creditors do not simultaneously hold target firms’ equity or CDS.

Date: 2023
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