There are concerns that the conversion of contingent capital gets the distressed firms out of trouble and at the same time keeps the incompetent management team. As Flannery (2009) pointed out, it is a general corporate governance issue and is not something new brought by contingent capital. Collender et al. (2010) mentioned that contingent capital could "require the replacement of or votes to replace management and the board of directors"
Ownership
31 if a certain amount of contingent capital has been converted. There are concerns that contingent capital might dampen the disciplining power of debt holders. Allowing the replacement of management and board of directors might be a good idea, as this threat may discourage the management to take aggressive actions trying to recover their loss without caring for the downside risk. Such kind of terms written in the contingent capital contract would make it a complete contract32 where the probability of default is shown by Koziol and Lawrenz (2011) is reduced.