When a firm has debt, it usually has to make promised interest payments. If the firm misses an interest payment, the lender can use the court system to obtain a legal judgment that the company must pay or face bankruptcy. On the other hand, the firm’s stockholders are not promised anything. Even though a firm can pay a dividend to its stockholders at the discretion of its board of directors, it is not legally obligated to do so. Because interest payments represent fixed obligations of the firm, debt actually imposes discipline on to the firm’s management. That is , the firm’s management has to generate enough revenue to cover the firm’s interest expense. If the managers fail to do this, then they will end up in bankruptcy court where they could lose control of the firm to a creditor.
While interest expense represents an important revenue hurdle that managers have to overcome and is thus a potentially effective motivator for management, it also discourages superfluous spending by management. That is, it limits managerial discretion. Of course, having to make large interest payments can also restrict a manager ‘ s flexibility to make value- enhancing capital expenditures when opportunities “suddenly” arise. Therefore, the use of debt to discipline firms may be limited primarily to mature firms.
Finally, in addition to a promised interest payment, other explicit covenants (these are rules, promises, and/ or restrictions that the borrower agrees to legally adhere to) can be written into the debt contracts, such as guarantees by the borrower to protect its collateral value. The breaking of any covenant usually triggers a requirement that the firm repay the loan principal immediately. As most firms that violate covenants are in bad financial shape, there is not enough cash to repay the loan and the firm ends up in bankruptcy court where a judge can transfer control of the firm from management to creditors. Accordingly, because creditor rights, debt potentially provides better protection to investors than equity.