The Role of Debt Contracts in UK Corporate Governance

The model of managerial incentives used in Positive Accounting Theory sees debt contracts as important in accounting choices in firms. The paper argues that agency theory and costly contracting theory imply a much wider role for debt contracts as corporate governance mechanisms for controlling relationships between lenders and firms. We analyse the creditor's problem in providing debt to the firm in terms of anticipated agency costs. This analysis leads to a consideration of contracting solutions involving the choice of debt contract terms providing credit protections which are efficient in agency cost and contracting cost terms.The model of debt contracts accepted in the literature is based upon US research, both theoretical and empirical, and thus reflects US institutional experience. This model involves detailed bonding and monitoring terms focusing upon financial and other covenants and implies customisation of such terms to meet creditors' contracting requirements. The paper reviews evidence on the applicability of this model in practice and concludes that, despite broad similarities, institutional biases are present if the model is applied to countries other than the US. We examine evidence on UK debt contracting practices, in particular contract form and content, types of covenant, lenders' perceptions of the role of covenants as control mechanisms, and the issue of standardisation versus customisation. The paper identifies important differences in debt contracting in the UK, for example in types of covenants and the role perceived for them by creditors and identifies standardisation in contract terms as being more common than often implied by other research.