ÔThe corporate governance of companies in financial difficulty is an issue of great importance for the satisfaction in insovlency of the conflicting interests of the various stakeholders. It also raises significant public interest concerns. With analytical skill commensurate with his reputation as a leading corporate law scholar, David Milman has provided a masterly study of this very complex topic that often seems shrouded in mystery to all those outside a narrow circle of insolvency experts. MilmanÕs book is comprehensive, sheds light in many complex and challenging aspects of distressed company governance, and provides a set of insightful proposals for reform of requisite UK law and practice. Clarity of analysis coupled with originality of approach means that this book will be a major addition to corporate law scholarship.Õ Ð Emilios Avgouleas, The University of Edinburgh, UK ÔThis is an important and timely book which makes a really valuable contribution to corporate law scholarship. It brings together for the first time, two crucial aspects of the law in its consideration of the application of corporate governance to firms facing insolvency. In the current environment, this is a book which academics and practitioners alike will find invaluable. Professor Milman is one of EuropeÕs foremost experts in insolvency law and his mastery of the subject is evident in this clear exposition of an important topic. I particularly liked the manner in which Professor Milman fuses theory, law and practice giving the reader the benefit of his own expert insight and experience. His style of writing makes it accessible to all readers.Õ Ð Blanaid Clarke, Trinity College Dublin, Ireland ÔAnglo-American corporate law scholarship focuses obsessively on the governance of large, public corporations. It has little to say about the governance of financially distressed firms and less still to say about the governance of small businesses, even though SMEs are the bedrock of any functioning national or regional economy. In the Governance of Distressed Firms, David Milman, one of the UKÕs leading and most influential commercial law scholars, redresses the balance. His original and timely book provides a critique of the current legal framework applicable to directors and insolvency practitioners together with a blueprint for reform. Informed by practical and comparative insights, it deserves to be widely read.Õ Ð Adrian J. Walters, IIT Chicago-Kent, US ÔThis is a bold and exciting monograph, which breaks new ground in exploring the concept of corporate governance as applied to and within insolvent firms, concentrating mainly on small firms. Intellectually acute, with deep comparative insights, Governance of Distressed Firms also has indisputable practical value, especially given the huge growth in the commitment, by dozens of countries, to business rescue and reorganization. Scholars and practitioners alike will be very indebted to David Milman for this volume.Õ Ð Harry Rajak, University of Sussex, UK This detailed book examines how the law can provide a discrete governance regime for financially distressed firms. The concept of a distressed firm covers businesses that are struggling, but have not yet entered formal insolvency, as well as those businesses that are undergoing a formal insolvency process. With reference primarily to English law, this study encompasses both limited liability companies and limited liability partnerships with a focus on the regulation both of company directors and insolvency practitioners. It offers recommendations for improvements in governance mechanisms and notes that many of the governance shortfalls that occur can be related to the ease of access given to those who wish to trade with the benefit of limited liability. Providing an up to date analysis in a fast evolving area of law, this book will appeal to academics, postgraduate students, practitioners and policy makers.

Companies of all sizes fall into financial distress. At such point, some are governed by the directors and some move into a more formal external administration conducted by an insolvency practitioner. There are similarities and significant differences in what the law imposes on directors and insolvency practitioners. This article looks at the components of corporate governance for financially distressed companies in Australia, exploring who controls the entrants and exits, the timing, the diversity and the other components of those who manage financially distressed companies and draws international comparisons where relevant. Additionally, in exploring these components, it questions whether any inequalities can be justified and, if so, how they could be managed. A particular focus is on the Australian period when a company has entered a Deed of Company Arrangement and relevant comparisons with other jurisdictions are made.

A comprehensive look at the enormous growth and evolution of distressed debt, corporate bankruptcy, and credit risk default This Third Edition of the most authoritative finance book on the topic updates and expands its discussion of corporate distress and bankruptcy, as well as the related markets dealing with high-yield and distressed debt, and offers state-of-the-art analysis and research on the costs of bankruptcy, credit default prediction, the post-emergence period performance of bankrupt firms, and more.

A comprehensive look at the enormous growth and evolution of distressed debt markets, corporate bankruptcy, and credit risk models This Fourth Edition of the most authoritative finance book on the topic updates and expands its discussion of financial distress and bankruptcy, as well as the related topics dealing with leveraged finance, high-yield, and distressed debt markets. It offers state-of-the-art analysis and research on U.S. and international restructurings, applications of distress prediction models in financial and managerial markets, bankruptcy costs, restructuring outcomes, and more.

The financial markets have undergone a significant development process, both qualitatively and quantitatively, and partly induced by major pushes for globalization and deregulation. In this context, finance has taken on an increasingly central role for companies and is now on par with production and sales, which have always been the cornerstones of business management. The effects of these structural and functional changes are not limited to the way companies operate, but also imply a change in corporate cultures; one consequence of this phenomenon is the large percentage of managers from the world of finance at the top tiers of corporate organizations. Moreover, environmental turbulence has forced companies to increasingly face negative situations characterized by economic and financial imbalances that may require far-reaching strategic changes. The purpose of this book, therefore, is to investigate the possible financial strategies that companies in distress can adopt; in this regard, it approaches financial strategies as opportunities to resolve and prevent difficult situations for the company. After having systematized the financial strategies and policies used in the governance of companies, the book analyzes both crises and turnaround processes, describing the path until the financial balance is restored. Finally, the authors analyze essential tools for the financial management of companies in trouble, focusing in particular on operational tools for managing the crisis, the recovery plan, and its monitoring.

This book presents an account of legal, economic and managerial perspectives on governance in situations of financial distress and insolvency. It uses detailed real-life case studies of executive decision making to explore and illustrate the discussion. The book deals with the emergence of corporate governance as a framework of checks and balances on executive decision-making, before moving to the core issues of governance during financial distress and insolvency and alternative informal and formal rescue. Identifying and reviewing turnaround strategies and formal rescue processes available to management, the book also examines the increasing importance of creditors and their impact on business decision-making. The book provides a detailed interpretation of governance in five mega insolvencies in retail and construction following the financial crisis in 2008. It also sets out a methodology which is designed to inform and help those readers seeking to analyse and interpret director behaviour in such circumstances.

Assuming benevolent managers, the debt-overhang problem suggests that distressed firms generally refrain from issuing equity. In contrast, agency theory predicts that distressed firm managers have strong self-interests to finance even deteriorating projects through equity issuance. This paper finds a robust positive relationship between distress and equity issuance data. In addition, companies with weaker corporate governance issue more equity when distressed. Moreover, distressed firms issuing the most equity have lower Tobin's Q, lower profitability, and non-increasing investments, which indicates that distressed firm managers subsidize losing operations. These findings collectively suggest that agency theory better predicts equity issuance patterns during distress.