lunes, 6 de agosto de 2012

La relevancia de la responsabilidad limitada: el caso de California

Leonce Bargeron and Kenneth Lehn

Specifically, in 1931 California became the last major U.S. jurisdiction to adopt limited liability – prior to 1931, stockholders of California companies faced pro rata unlimited liability. The difference in liability rules between California and other states before 1931, and the change in California’s liability rules in 1931, provide natural experiments for testing whether limited liability “matters
Under California’s first state constitution, adopted in 1849, and the superseding constitution adopted in 1879, stockholders’ liability was defined to be pro rata unlimited liability, meaning each stockholder was liable only for a proportion of each creditor’s claim equal to the stockholder’s proportional ownership of the corporation’s common stock.
However, as Weinstein (2004) points out, it is not obvious that unlimited liability made it more difficult for California corporations to raise capital. Whereas, unlimited liability might have made it more difficult for California corporations to raise equity capital, it should have made it easier for California firms to raise debt capital… Insofar that unlimited liability makes debt financing relatively more attractive than equity financing, for some firms (e.g., firms with significant growth options) debt financing may still be unattractive, given the fixed payments associated with debt and potential agency costs associated with the debtholder-stockholder relationship, which are likely to vary in severity from firm to firm. Furthermore, as we discuss below, with unlimited liability, stockholders may wish to mitigate the possibility of claims against their personal assets by reducing the likelihood that the firm defaults on its debt. One way to achieve this is for the firm to issue less, not more, debt. Hence, it is likely, in our view, that unlimited liability does make it more difficult for firms to raise capital… the only interest groups who took strong positions on the proposed change in liability rules were trade creditors, who opposed the switch to limited liability
Holding assets constant, changes in the mix of debt and equity, while affecting the risk of debt and equity, does not change a firm’s asset risk. By the same reasoning, changes in stockholder liability rules affect the risk of debt and equity in countervailing ways, but, holding assets constant, they do not affect a firm’s asset risk. Hence, equity bears more asset risk and debt bears less asset risk under unlimited liability than they do under limited liability. It follows that the expected return on equity is higher and the expected return on debt is lower under unlimited liability than they are under limited liability…
With low contracting costs, one might expect the effect of limited liability on risk-taking to be small. After all, debtholders, who bear more of a firm’s asset risk under limited liability, can be expected to negotiate covenants in debt agreements that restrict the stockholders’ ability to increase asset risk. For example, debt covenants frequently inhibit a firm from substituting riskier assets for less risky assets by restricting the firm’s ability to make new investments and engage in asset sales.16 However, the costs of monitoring and enforcing the covenants are likely to be nontrivial. Furthermore, an indirect cost of the covenants is that they are likely to inhibit value-enhancing investments and asset sales that do not increase firm risk, i.e., transactions that potentially benefit debtholders… California firms had less asset risk than comparable non-California firms during the period when California had unlimited liability.
First, given the downside risk that stockholders face under unlimited liability, it is expected that prospective stockholders will collect and process more information about firms under unlimited liability as compared with limited liability. Second, depending on whether unlimited liability is joint and several or pro rata, it is expected that stockholders also will collect information about the identity and wealth of other stockholders. Under pro rata unlimited liability, where investors would know the upper bound of their personal exposure, there would be less incentive for stockholders to gather information about other stockholders. In sum, the higher information costs associated with unlimited liability are expected to decrease the volume of trading and reduce the liquidity of equity markets…. because market-makers face greater inventory risk under unlimited liability, they are likely to widen bid-ask spreads on stocks for which their liability is unlimited. Because, as initially shown by Demsetz (1968), bid-ask spreads are a cost of transacting, the wider bid-ask spreads associated with unlimited liability are expected to reduce share turnover.
Insofar that debt is less accommodative of growth than is equity, unlimited liability companies are expected to exhibit less growth than their limited liability peers…& are more constrained than their limited liability peers at raising capital, thereby impeding their ability to grow.
Limited liability is likely to result in a greater diffusion of equity ownership… Two institutional features of California’s system of unlimited liability serve to mitigate (este efecto)…  The fact that liability was pro rata, not joint and several, would encourage more diffuse ownership, as an investor’s potential exposure would vary directly with the percentage of shares he owned. In addition, the fact that class action lawsuits were not allowed would encourage more diffuse ownership.
.”.. we find that realized excess stock returns of California corporations were positive and economically significant during the 1920s. In addition, California corporations suffered mean excess returns of -12% in October 1929, the month, in which the stock market crashed, as compared to a mean excess return of -3% for the control sample in October 1929. This result is consistent with the view that the market considered the personal assets of the stockholders of California corporations to be at risk. Overall, the results support the conclusion that stockholder liability rules affect the pricing of equity securities… limited liability increases the liquidity of equity markets by reducing the information costs associated with equity investing. Specifically, we find that share turnover is more than five times greater for the non-California firms versus the California firms during the period in which California had unlimited liability, a difference that is statistically significant.

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