Go to main content
Formats
Format
BibTeX
MARCXML
TextMARC
MARC
DublinCore
EndNote
NLM
RefWorks
RIS

Files

Abstract

The investors that fund Chapter 11 reorganizations usually look to acquire some level of control over the bankruptcy process through the contract associated with the debtor-in-possession loan. In this paper, we study a large sample of DIP loan contracts and show that the average level of control that creditors take over managers has significantly increased over the past three decades, with today’s DIP loan agreements routinely dictating the very outcome of the restructuring process. For their part, managers have incentives to sell their control of Chapter 11 if they can benefit personally through side payments. We call this transaction a “bankruptcy process sale.” We propose a model that identifies two situations where creditors may inefficiently buy control of the bankruptcy process: (1) when a creditor leverages the debtor’s liquidity shortage to lock in a preferred outcome at the outset of the case (“plan protection”); and (2) when a creditor steers the case to protect its claim against litigation (“entitlement protection.”) Both incentives can lead to outcomes that are not value-maximizing for the firm’s investors as whole. Using a new dataset that uses the text of 1.5 million court documents to identify process sales, we offer evidence consistent with the predictions of the model.

Details

PDF