M. Frierman et Pv. Viswanath, AGENCY PROBLEMS OF DEBT, CONVERTIBLE SECURITIES, AND DEVIATIONS FROM ABSOLUTE PRIORITY IN BANKRUPTCY, The Journal of law & economics, 37(2), 1994, pp. 455-476
It has been suggested that convertible debt can be used to reduce the
tendency toward excessive risk taking in a firm that includes debt in
its capital structure. We show that the ability of convertible debt to
perform this function is greatly reduced if stakeholders can trade in
derivative securities with payoffs contingent on the cash flows of th
e firm. We show, further, that bankruptcy courts cna ensure the same r
esult precisely by deviating from absolute priority. Our model explain
s two real-world phenomena; one, why bankruptcy law seems to be struct
ured in such a way as to favor equity holders and facilitate deviation
s from absolute priority, and two, why small firms are more likely to
use convertible debt.