Modern states are committed to the implicit assumption that one generation has the normative power to bind later generations through laws and contracts. My dissertation explores this assumption through two case studies: constitutions and sovereign debt contracts. I show that in both cases the assumption of transgenerational binding shapes the legal practices and doctrines of modern states. It informs, for instance, the ratification of eternity clauses, the interpretation of constitutions, and the doctrines of sovereign immunity and odious debt. But although these practices of transgenerational binding are prevalent in modern states, they stand in tension, I argue, with the liberal moral commitments of these states. Liberals are committed to moral individualism, according to which only individual human beings (and some nonhuman animals) are moral persons. Moral individualism, I show, is incompatible with the assumption of transgenerational binding and its accompanying practices and doctrines. By contrast, moral statism, according to which states themselves are moral persons, can easily justify those transgenerational practice. But moral statist justifications are illiberal because they assign states intrinsic moral status above and beyond individual human beings. I argue that liberals must engage in revisionism whichever theory of political obligation they pick - whether it is a theory of agreement, restitution, justice, reciprocity, or instrumentalism. If liberals assume moral individualism and combine it with any of these theories, they will be forced either to declare some transgenerational practices and doctrines illegitimate or to revise the justification and scope of transgenerational binding in light of instrumentalism. If liberals choose moral statism, they will be able to justify the transgenerational doctrines and practices of constitutions and sovereign debt contracts - but only at the cost of illiberalism. The dissertation's analysis thus shows that liberals face a trilemma between illegitimacy, instrumentalism, and illiberalism.

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This thesis consists of three related essays that examine the role of information in the market for corporate debt. The three essays collectively examine the role of information produced by the firm and its agents on alleviating information asymmetries facing public debtholders. In particular, the thesis examines the impact of bondholders' demand for reputation and information on the firm's disclosure choices and accounting attributes; and the impact of information produced by monitoring the firm's private debt before its entry to the public debt market on the yield spread of its initial bond. The first essay investigates the influence of public corporate debt on the willingness of UK firms to issue profit warnings. UK firms operate within a legal environment that is less litigious compared to their US counterparts. This setting allows for motives other than fear of litigation to affect UK companies' decision to warn. The results of this essay indicate that UK firms with public debt are more forthcoming with the disclosure of permanent negative news. Also, the results show that UK firms without public debt are more likely to hide bad news when they are closer to financial distress. However, for firms with public debt, the results indicate that the effect of closeness to financial distress on the willingness to warn is attenuated. These findings suggest that firms with public debt are deterred from hiding negative news for fear of damaging their reputation for truthful and timely disclosure. Public debt appears to act as a disciplinary mechanism on corporate disclosure policy.The second essay examines the impact of the initial public debt offering (IPDO) on the timeliness properties of the firm's accounting income. Firms are more likely to communicate with private lenders on a private, insider-basis, while they are more likely to communicate with bondholders using public information. Therefore, bondholders, compared to private lenders, are expected to be more sensitive to the quality of public information. The results indicate that firms adopt a timelier policy of economic loss recognition after their initial public debt offering using Basu's (1997) time series measure of timely loss recognition. These findings suggest that firms face higher demand for public information from a large number of external and dispersed bondholders.The third essay investigates the impact of information associated with prior private debt financing on the yield spread of companies' initial public debt offerings. Specifically, this essay focuses on information produced through monitoring by credit rating agencies and monitoring by banks. The findings indicate that IPDOs with the same or upgraded credit ratings enjoy significantly lower yield spreads. This finding suggests that changes in credit ratings could convey new information to investors regarding the firm's commitment to maintain a high credit quality. In addition, the findings of this essay indicate that strong banking relationships significantly reduce yield spreads for initial public debt offerings. This suggests that a strong banking relationship conveys a positive signal to bondholders regarding the bank's assessment of the quality of the firm.

本研究主要探討強制採用國際會計準則(International Financial Reporting Standards, IFRS)對銀行聯貸組成結構(ownership structure)與債務契約條款(debt covenants)的影響。研究發現結果如下：第一、當借款公司強制採用國際會計準則報導後，主辦銀行的持有比例將增加。第二、當借款公司強制採用國際會計準則報導後，外資銀行參與聯貸案的家數將下降。第三、當借款公司強制採用國際會計準則報導後，債務契約條款中將降低採用以會計數字為基礎的債務契約條款(無論以損益數字為基礎、或以資產負債表數字為基礎)。本研究之發現符合Schipper [2003]之論點：當債務人採用以原則式準則之會計報表作為借貸契約之基礎，將降低債權人與債務人以此報表訂契約的誘因。主要是因為原則式準則提供有限的會計處理程序與解釋指引，將導致會計數字在專業判斷下，報表數字可能增加主觀或偏誤，進而降低債務契約訂定的功能。最後，本研究發現前述採用國際會計準則的負面影響，在普通法國家(法律執行強度高的國家)比成文法的國家(法律執行強度弱的國家)有減緩的趨勢。 / In this dissertation, I examine how the mandatory adoption of International Financial Reporting Standards (IFRS) affects ownership structure and debt covenants in the syndicated loan market. I hypothesize and document that the proportion of the loan retained by syndicate lead arrangers increases after a borrower adopts mandatory IFRS reporting. Further, I document that foreign lenders are relatively less likely to be involved in syndicated loan deals after the adopting of mandatory IFRS reporting. Finally, I find that syndicate lenders are less likely to use financial covenants in debt agreements after the mandatory IFRS adopting, regardless of income statement-based or balance sheet-based covenants. Overall, these results are in line with the argument by Schipper [2003]. Specifically, the adoption of a principles-based accounting system (e.g., IFRS), characterized by limited interpretation and implementation guidance, increases the difference in professional judgment among debt contracting parties, which in turn reduces lenders’ and borrowers’ demand for accounting information in signing debt contracts. Finally, the negative effect of the mandatory IFRS adoption on the syndicated loan market is weaker in common-law countries (in countries with stricter enforcement regime) than in code-law countries (in countries with weaker enforcement regime).

Submitted by Luciana Ferreira (lucgeral@gmail.com) on 2018-05-17T12:04:30Z No. of bitstreams: 2 Dissertação - Cláudia Margareth Gomes Palhares - 2018.pdf: 1898669 bytes, checksum: b611b792f5ec8097a03a0685bb5f856e (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) / Approved for entry into archive by Luciana Ferreira (lucgeral@gmail.com) on 2018-05-17T13:07:06Z (GMT) No. of bitstreams: 2 Dissertação - Cláudia Margareth Gomes Palhares - 2018.pdf: 1898669 bytes, checksum: b611b792f5ec8097a03a0685bb5f856e (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) / Made available in DSpace on 2018-05-17T13:07:06Z (GMT). No. of bitstreams: 2 Dissertação - Cláudia Margareth Gomes Palhares - 2018.pdf: 1898669 bytes, checksum: b611b792f5ec8097a03a0685bb5f856e (MD5) license_rdf: 0 bytes, checksum: d41d8cd98f00b204e9800998ecf8427e (MD5) Previous issue date: 2018-04-16 / Coordenação de Aperfeiçoamento de Pessoal de Nível Superior - CAPES / Using a database of 110 issues of debentures, conducted between 2011 and 2017 by companies listed on the Brazilian stock exchange, it was sought to identify factors of corporate governance of borrowers that affect the amount of financial covenants present in the debenture agreement and the restriction arising from the financial covenant "Net Financial Debt / EBITDA". For the model referring to the number of financial covenants, a regression was estimated by the Ordinary Least Squares method. The results indicate that the companies with greater concentration of ownership by the controlling shareholder, with a larger board of directors, companies belonging to sectors of economic activity of metallic minerals and information technology issued debentures with fewer financial covenants. On the other hand, debentures issued by larger companies, belonging to the leasing of vehicles and equipment and telecommunications and which issued debentures in 2011, presented a greater number of financial covenants. The second model was estimated through logistic regression and the results suggest that companies with greater concentration of ownership, greater size of the board of directors, greater independence of the board of directors, largercompanies, more leveraged and belonging to the public utility sector, were more likely to have a covenant that allows a higher level of indebtedness. The longer maturity of the debt seems to lead companies to issue debentures with a covenant "Net financial debt / EBITDA" that tolerates a lower level of indebtedness. The research provides support to the literature that internal governance mechanisms such as concentration of ownership, size and independence of the board of directors affect the amount of financial covenants and the constraint imposed by the covenant of indebtedness on contracts of debentures of companies that deal in the stock exchange Brazilian As a practical contribution, this study shows that companies issuing debentures may seek substitute mechanisms for the use and restriction of financial covenants and thus avoid the restrictions arising from these contractual clauses. / Por meio de um banco de dados de 110 emissões de debêntures, realizadas entre os anos de 2011 e 2017 por empresas listadas na bolsa brasileira, buscou-se identificar fatores da governança corporativa dos mutuários que afetam a quantidade de covenants financeiros presentes no contratode debênture e a restrição advinda do covenant financeiro “Dívida Financeira Líquida/EBITDA”. Para o modelo referente ao número de covenants financeiros, foi estimada uma regressão pelo método de Mínimos Quadrados Ordinários. Os resultados indicam que as empresas com maior concentração de propriedade por parte do acionista controlador, com um maior tamanho do conselho de administração, são pertencentes aos setores de atividade econômica de minerais metálicos e da tecnologia da informação, as quais emitiram debêntures com menos covenants financeiros. Por outro lado, as debêntures emitidas por empresas de maior porte, pertencentes ao setor de locação de veículos e equipamentos e de telecomunicações e que emitiram debêntures no ano de 2011, apresentaram um número maior de covenants financeiros. O segundo modelo foi estimado através de regressão logística, e os resultados sugerem que empresas com maior concentração de propriedade, maior tamanho do conselho de administração, maior independência do conselho de administração, empresas de maior porte, mais alavancadas e pertencentes ao setor de utilidade pública apresentaram maior propensão a ter um covenant que permita um nível maior de endividamento. Já um prazo maior de vencimento da dívida parece levar as empresas a emitir debêntures com um covenant “Dívida financeira líquida/EBITDA”, que tolera um nível de endividamento menor. A pesquisa fornece apoio à literatura de que mecanismos internos de governança, como a concentração de propriedade, o tamanho e a independência do conselho de administração, afetam a quantidade de covenants financeiros e a restrição imposta pelo covenant de endividamento em contratos de debêntures de empresas que negociam na bolsa brasileira. Como contribuição prática, este estudo mostra que as empresas emissoras de debêntures podem procurar mecanismos substitutos à utilização e à restrição de covenants financeiros e, assim, evitar as restrições decorrentes dessas cláusulas contratuais.