Author: Jonathan C. Lipson

Financial Newspaper

The Pattern in Securitization and Executive Compensation: Evidence and Regulatory Implications

The Dodd-Frank financial reforms of 2010 promised to better align risk-reward incentives by, among other things, reducing imprudent securitization (i.e., sales of financial assets) and excessive executive compensation. This would, in turn, promote systemic stability. To assess whether Dodd-Frank’s elaborate rules on securitization and compensation are likely to achieve this goal, we explore the connection between the two empirically. Using a unique dataset covering 1993-2009 — the largest of its kind — we find that securitizing banks (regulated depositaries) on average paid their CEOs twice as much as non-securitizing banks, a finding that is both statistically and economically significant. By contrast, non-bank (industrial) firms that securitized actually paid their CEOs less than non-securitizers. Because securitizing banks performed no better than other firms (non-securitizing banks or industrials), we find evidence of agency cost; because bank-originated securitizations performed especially poorly in the financial crisis, we find evidence of social cost. Our findings have important implications for Dodd-Frank, because its rules on securitization and compensation fail to account for the incentive effects of securitization by banks. Its compensation …

Did Private Equity Firms ‘Strip’ Gambling Empire Caesars Before it Went Bankrupt?

Professor Jonathan Lipson is quoted in this piece by Reuters on a new report due out from a former Watergate prosecutor that could break a deadlock in one of the biggest fights on Wall Street over the bankruptcy of Caesars‘ casino operating unit, Caesars Entertainment Operating. Caesars has proposed injecting $1.5 billion into its operating unit to settle allegations of asset-stripping, and the examiner’s report could show whether or not that amount is fair. But so far junior bondholders have refused to accept Caesars‘ plan, demanding that it inject more money into the bankrupt casino company which would be split into a real estate investment trust and a separate operating unit. Read the Full Story

Bankruptcy

Examining Success

Chapter 11 of the Bankruptcy Code presumes that managers will remain in possession and control of a corporate debtor. This presents an obvious agency problem: these same managers may have gotten the company into trouble in the first place. The Bankruptcy Code thus includes checks and balances in the reorganization process, one of which is supposed to be an “examiner,” a private individual appointed to investigate and report on the debtor’s collapse. We study their use in practice. Extending prior research, we find that examiners are exceedingly rare, despite the fact that they should be “mandatory” in large cases ($5 million in debt), and are recommended in all, if “in the interests of creditors.” Using a hand-collected dataset (n=1225) of chapter 11 bankruptcies from 1991-2010, we find that they are sought in less than 9% of cases (104), and appointed in fewer than half of those (48, or 3.9% of the sample). We offer three observations about the under-use of examiners. First, regression modeling shows that the factors that predict when an examiner will be …