How Law and Institutions Shape Financial Contracts: The Case of Bank Loans

How Law and Institutions Shape Financial Contracts: The Case of Bank Loans

January 2005 | Jun Qian, Philip E. Strahan
This paper examines how legal origin, creditor rights, property rights, legal formalism, and financial development affect the design of price and non-price terms of bank loans in 60 countries. The results support the law and finance view that private contracts reflect differences in legal protection of creditors and the enforcement of contracts. Loans made to borrowers in countries where creditors can seize collateral in case of default are more likely to be secured, have longer maturity, and have lower interest rates. However, 'Coasian' bargaining can partially offset weak legal or institutional arrangements. For example, lenders mitigate risks associated with weak property rights and government corruption by securing loans with collateral and shortening maturity. The results also suggest that the choice of loan ownership structure affects loan contract terms. The paper finds that stronger creditor rights are associated with greater use of collateral, longer maturity, and lower interest rates. Legal formalism is also associated with greater use of collateral and longer maturity. However, legal formalism seems to affect the terms of the contracts differently for rated vs. unrated firms. With greater formalism, a larger fraction of unrated loans are owned by domestic banks, while the opposite is true for rated loans. Moreover, interest rates on loans to rated borrowers rise with more formalism, whereas rates are unrelated to formalism for loans to unrated borrowers. The paper also finds that government corruption and property rights, while significant in explaining collateral and maturity, are not significantly related to loan interest rates. The paper also finds that legal formalism is associated with greater holdings of loans by domestic banks. The effect is large economically as well as statistically. For example, a standard deviation increase in legal formalism comes with an increase in the share held by domestic banks of about 10 percent of the loan. The paper also finds that the maturity of bank loans is shaped by the contracting environment. Stronger creditor rights are associated with longer term lending. Increased risk of corruption or expropriation of property by governments is associated with shorter term lending. The paper also finds a positive link from legal formalism to loan maturity. One potential explanation may be that legal formalism acts as a broader measure of contracting costs beyond just the ex-post enforcement costs associated with adjudicating a dispute in the courts. The paper also finds that the pricing of loans reflects the country-level legal and institutional variables. Almost no impact of any of the legal or institutional variables on the loan interest rate except for creditors' rights/ability to seize collateral. This suggests that the contracting tools emphasized above – ownership, collateral and maturity – seem to be affected more by the contracting environment than the price. This non-result, we argue, is quite striking given the strong links found with non-price terms of loans. Recall that where government risk is high, banks loans tend to be secured and they tend to have shorter maturity. The fact that we find no effect of government risk on loan prices suggests that these non-price contracting tools allow banks to control this riskThis paper examines how legal origin, creditor rights, property rights, legal formalism, and financial development affect the design of price and non-price terms of bank loans in 60 countries. The results support the law and finance view that private contracts reflect differences in legal protection of creditors and the enforcement of contracts. Loans made to borrowers in countries where creditors can seize collateral in case of default are more likely to be secured, have longer maturity, and have lower interest rates. However, 'Coasian' bargaining can partially offset weak legal or institutional arrangements. For example, lenders mitigate risks associated with weak property rights and government corruption by securing loans with collateral and shortening maturity. The results also suggest that the choice of loan ownership structure affects loan contract terms. The paper finds that stronger creditor rights are associated with greater use of collateral, longer maturity, and lower interest rates. Legal formalism is also associated with greater use of collateral and longer maturity. However, legal formalism seems to affect the terms of the contracts differently for rated vs. unrated firms. With greater formalism, a larger fraction of unrated loans are owned by domestic banks, while the opposite is true for rated loans. Moreover, interest rates on loans to rated borrowers rise with more formalism, whereas rates are unrelated to formalism for loans to unrated borrowers. The paper also finds that government corruption and property rights, while significant in explaining collateral and maturity, are not significantly related to loan interest rates. The paper also finds that legal formalism is associated with greater holdings of loans by domestic banks. The effect is large economically as well as statistically. For example, a standard deviation increase in legal formalism comes with an increase in the share held by domestic banks of about 10 percent of the loan. The paper also finds that the maturity of bank loans is shaped by the contracting environment. Stronger creditor rights are associated with longer term lending. Increased risk of corruption or expropriation of property by governments is associated with shorter term lending. The paper also finds a positive link from legal formalism to loan maturity. One potential explanation may be that legal formalism acts as a broader measure of contracting costs beyond just the ex-post enforcement costs associated with adjudicating a dispute in the courts. The paper also finds that the pricing of loans reflects the country-level legal and institutional variables. Almost no impact of any of the legal or institutional variables on the loan interest rate except for creditors' rights/ability to seize collateral. This suggests that the contracting tools emphasized above – ownership, collateral and maturity – seem to be affected more by the contracting environment than the price. This non-result, we argue, is quite striking given the strong links found with non-price terms of loans. Recall that where government risk is high, banks loans tend to be secured and they tend to have shorter maturity. The fact that we find no effect of government risk on loan prices suggests that these non-price contracting tools allow banks to control this risk
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