Enabling Debt Governance: Bail-Inable Debt and Governance Rights
摘要
Shareholders are the residual claimants on the assets of a corporation. In contrast, creditors are fixed claimants, mainly interested in the solvency of their borrower. Therefore, shareholders are usually thought to have optimal incentives to maximise the value of the corporation. This chapter discusses the extent to which such common wisdom applies in banking. This chapter proposes a deep statutory reform in the area of bank governance, exploiting the potential positive synergies with the resolution framework for distressed banks and, in particular, the incentive structure of the so-called “bail-inable creditors”. The overarching aim of such a proposal is to fine-tune bank governance and incumbent substantive regulation and, subsequently, truly enhance the quality of decision-making of banks in terms of risk-taking. At the same time, the proposed reform should increase the ex-ante credibility of resolution. Finally, this chapter operationalises such a theoretical construct, proposing to grant bail-inable creditors a limited set of decision and appointment rights. This limited set of rights ought to be complemented by a general principle of sufficient accountability of bank governance arrangements towards bail-inable creditors, so as to allow for differentiated and proportionate implementation. The analysis demonstrates how granting bail-inable creditors with ex-ante governance rights can represent a tool to correct for shareholders’ perverse incentives and make debt governance work in banking. The policy proposal advanced in this chapter would complement substantive regulation and the oversight activity of the competent authority. The governance role of creditors has the potential to be particularly helpful in preventing disproportionate risk-taking decisions in good times when regulatory and supervisory standards are lax and systemic risk piles-up.