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Jenna Seki
Department of Economics
Stanford University
Stanford, CA 94305
jenna.seki@stanford.edu
ABSTRACT
Major financial crises in the previous decade—Mexico in 1994, East Asia in 1997, and Russia in
1998—have drawn greater attention to the importance of organized sovereign debt resolution.
Collective action clauses (CACs) are stipulations in bond contracts that allow for greater
certainty and flexibility in the debt restructuring process in the event of a sovereign default. By
allowing restructuring to occur without a unanimous vote by all bondholders and instead
requiring a specific supermajority consensus, there is greater probability that restructuring can
occur and the investors compensated. Previous literature has studied the consequences of CAC
inclusion on borrowing costs. In contrast, this thesis examines the ex ante utility optimizing
decision making process of sovereign borrowers as they decide the voting threshold in their
CACs for bondholders’ approval of a restructuring. In addition, we empirically examine issue-
specific characteristics, domestic economic conditions, and global and emerging market credit
conditions to determine the factors that affect a sovereign’s decision to issue with a specific
voting threshold.
Keywords: collective action clause, majority action clause, emerging market debt, sovereign
debt, International Monetary Fund, Sovereign Debt Restructuring Mechanism
Acknowledgements: Jenna Seki thanks Professor John Taylor and Professor Geoffrey Rothwell
for their guidance. In addition, she would like to thank Anthony Richards of the Reserve Bank
of Australia and Ashoka Mody of the International Monetary Fund for sharing their data and for
their assistance.
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Introduction
The bond contracts that sovereign countries make with their domestic and foreign
creditors have come under increased scrutiny in recent years. Previously of concern mainly for
lawyers, investment bankers, and perhaps a few investors, these contracts have been the focus of
recent attempts to prevent and resolve emerging market financial crises. Many financial crises in
the past occurred when countries defaulted or were expected to default on their debt. Such
defaults might have been avoided or better resolved if the bond contracts had allowed for orderly
workouts between the sovereigns and the creditors. Most bond contracts, however, did not
allow for such workouts because they required 100 percent unanimity of the bondholders to
change the financial terms of a bond—an impossibly high hurdle. If more contracts had
collective action clauses (CAC), which require less than unanimity (75 percent, for example),
sudden defaults could be avoided and crisis resolution could be swifter, more organized, and
more transparent.
Borrower-creditor contractual agreements are therefore important because they are at the
center of recent attempts to improve the terms of sovereign borrowing that allow for more
organized restructuring methods. The collective action clauses in the agreements allow creditors
to interact collectively with the borrower to follow predetermined procedures in the event of
default. The key factor in the CACs is the specific voting majority threshold (e.g. 75 percent) of
More generally, the ease of an orderly restructuring rests on the voting majority threshold
that must be attained. Higher majority voting thresholds are more difficult to achieve because
holdout creditors exist. Lower thresholds, however, carry moral hazard risk as they allow
But what determines this key threshold? What fraction of bondholders is the optimal
requirement for the sovereign to mandate in its CAC? This thesis examines the determinants of
Recent bond issues indicate that sovereigns have different preferred thresholds, despite
the Group of Ten recommendation that the majority threshold be standardized at 75 percent.
Mexico issued bonds in February 2003 with a 75 percent CAC threshold. Soon after Brazil,
Belize, Guatemala, and Venezuela issued sovereign bonds with 85 percent thresholds, more
closely following the recommendations of the private sector’s Emerging Market Credit
Association, which was 95% (EMCA, 2002). Since Mexico’s landmark $1 billion February
2003 issue, inclusion of CACs in sovereign debt has become a widespread practice, but
The theory developed in this thesis is based on the idea that restructuring procedures
stipulated in a CAC are a type of insurance for the sovereign. In the case of default, there would
be costly legal proceedings and debtors may be able to seize government assets. With a CAC,
the downside for a sovereign is less severe due to the payment plan stipulated in the contract.
CACs raise borrowing costs (particularly for the lowest rated borrowers), and in effect, the
sovereign is paying a premium to carry the CAC insurance plan. This creates a moral hazard
dilemma. The riskiest debtors (sovereigns with the lowest credit ratings) may find lower CAC
restructuring plan will be easier to secure. From an investor’s perspective, however, bonds
issued with low CAC thresholds by low-rated borrowers may be unattractive because the
sovereign has less incentive follow good macroeconomic policies to prevent restructuring.
Therefore it is a balance of perceived creditworthiness and risk preferences that influences the
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threshold decision. We will empirically test this theory by examining the decisions of sovereign
borrowers.
The Mexican crisis in 1994 created a contagion that affected many emerging market
economies, especially in Latin America, and similarly the East Asian crisis in 1997 and the
Russian crisis in 1998 created contagion. Global credit tightened during these times and
policymakers began looking for alternative ways to prevent or reduce the probability of such
occurrences. Few CACs were used prior to these crises. The G-10 first recommended the use of
CACs as a method of reducing uncertainty in the emerging market debt arena in 1996, an
argument echoed in G22 and G7 reports (Group of Ten 1996, Group of Twenty-Two 1998,
Until 2003, sovereign debt issued under New York governing law rarely included CACs,
hence requiring a unanimous decision among bondholders to restructure the payment plan.
Sovereign debt issued under UK governing law normally included CACs. The divergence
between the British and American approaches to bond contracts can be dated back to the 19th
century. At that time, both nations underwent significant infrastructure development, pushing
railroads and industrial companies to issue bonds in larger numbers. Both bondholders and
issuers realized the inefficiencies associated with allowing a single creditor to force other parties
to engage in buyouts to forestall liquidation, and changes were made to address these issues. The
English solution was to include CACs in bonds. Beginning in the 1870s these clauses allowed a
supermajority of bondholders to make a binding decision for all bondholders to reduce the
amount due under a bond in the event of default. In contrast, in the United States, majority
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action clauses were not used because they were far too general to address the unique capital
structures of American corporations. It was also believed that the bond’s marketability would be
face a comparison of New York versus London governing laws. In other words, in order to test
for different optimal thresholds, we will use governing law as a proxy for the sovereign’s
threshold decision.
Previous Research
The majority of previous empirical studies has examined the impact of CACs on the bond
interest rate, and has placed little emphasis on the optimal threshold. Eichengreen and Mody
(2004) found that more creditworthy borrowers are less likely to abandon their debts; thus,
including CACs in their bond contracts does not raise yields. “For less creditworthy borrowers,
in contrast, the presence of collective-action clauses significantly aggravates moral hazard and
increases borrowing costs” (Eichengreen and Mody, 2004 p. 257). Though not the major basis
of their study, they found that under the English law low rated borrowers pay a premium
Gugiatti and Richards (2003) looked at the impact of CACs on yields. They analyzed
whether decisions on CACs on new issues affected secondary market spreads for existing issues.
Their test rests on the assumption that the decision to include or exclude CACs is significant
information to the investor, and that it not only affects the value of the stock of debt at the time
of issue, but also that of previously issued bonds (p. 9). “If a borrower has previously issued
bonds without (with) CACs, then the decision to issue bonds with (without) CACs signals a
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decline (improvement) in the creditworthiness of the borrower. This should be reflected not only
in higher (lower) borrowing costs for the bond that contains the change in contractual terms, but
also higher (lower) yields on the outstanding stock of bonds” (p. 9) . According to their logic, it
is the most recent issuance decision that is relevant in valuing all the sovereign’s bonds in the
market. Although they found that CAC inclusion has little or no effect on abnormal returns (i.e.
borrowing costs) and the value of the total stock of debt, they raise the point that previous
decisions on CAC inclusion may be relevant to the current decision a sovereign faces. It may be
that sovereigns are more likely to repeat the decision from the last issue.1
nationality of the investment bank bookrunner and the market in which the bond is issued, while
global credit condition indicators included the US Treasury 10-year rate, US high-yield spreads,
the difference between US and the Japanese treasury two-year rates, and the standard deviation
of the daily Emerging Market Bond Index (EMBI) change during the same quarter (Eichengreen
and Mody, 2004 p. 255). They also examined factors that influenced sovereigns’ decision to
include CACs (using UK governing law as the proxy for CAC inclusion).
In sum there has been little study of threshold selection processes among sovereigns,
though past research has shed light on factors that may affect the sovereign’s decision, such as ex
The most relevant theory to our endeavor of identifying determinants of CAC threshold
selection was published by Haldane, Penalver, Saporta and Shin in 2005. They set out to answer
1
For this reason we will include a dummy variable for preference change in the regression
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the question, “Are there valid reasons why different issuers may want to set different, but
country-specific thresholds?” In the consideration of this problem they focus on three metrics
debtors are most concerned about. First, debtors care about the probability of a crisis (i.e.
default), which depends on their fundamentals and expected rollover (reinvestment) behavior of
creditors. Second, they care about their payoff in the event of a non-crisis, which is dependent
on the market interest rate, or how much they must compensate the bondholder for bearing their
risk. Third, they care about their payoff in the event of a crisis, which is determined by the
voting of bondholders to restructure the payment plan, as well as the stipulations dictated in the
CAC.
With these assumptions Haldane et al. (2005) determined that threshold preferences are
based on the debtor’s risk preferences and creditworthiness. They assume that low voting
thresholds allow debtors to get away with an easily-approved restructuring plan, which would
reduce the principal and interest owed to bondholders. These low thresholds, however, come
with a cost, particularly for less creditworthy borrowers. Creditors often view low thresholds as
a moral hazard problem in which the debtor may be more likely to default given the easily-
approved reduced payment structure. Thus, the sovereign weighs ex ante costs (interest rates) to
whether the sovereign is more concerned about payout costs in the event of crisis or non-crisis.
Haldane, et al. theorized that strongly risk-averse borrowers place greater weight on payoffs in
the event of a crisis, and thus choose lower thresholds than less risk-averse debtors. Of these
risk-averse debtors, however, less-creditworthy ones are more likely to issue with high voting
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thresholds. This is because the fear of liquidity problems from creditors not rolling over
They also theorized that risk-neutral borrowers prefer high thresholds because the ex ante
benefits of lower interest rates (and investor confidence) and lower probability of a liquidity run
outweighs the ex post cost of easy restructuring (due to low threshold). Low voting thresholds
raise the probability of a liquidity run, in which potential creditors do not rollover on their debt
In Figure 1 (Haldane et al. 2005) above, kappa denotes voting threshold. Observe that
interest rates increase at an increasing rate as creditworthiness declines. The lower-rated debtors
need to offer creditors more compensation ex ante for a given threshold. In addition, the less
creditworthy the debtor the more the higher interest rate affects the solvency constraint. The
solvency constraint refers to situations in which the debtor is not able to service its debt burden
(interest and principal). According to this figure, the higher threshold (kappa = 0.85) reduces the
ex ante interest rate cost compared to the lower threshold (kappa = 0.65) while maintaining a
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similar relationship between creditworthiness and interest rate. Notice, however, that as
creditworthiness increases, the interest rate spread between the two bonds with different
thresholds narrows. The theory implies that thresholds are less of an issue in terms of borrowing
costs for the highest-rated borrowers. This seems rational because high-rated borrowers do not
need the insurance that a low voting threshold provides. They also are not hurt by including a
high threshold because of their very low probability of crisis. Due to this feature of spreads
narrowing for the most creditworthy countries, we have focused our study on emerging market
Other research suggests additional factors that influence the threshold decision. Catao
and Kapur (2004) examine why “many countries with moderate debt-to-income ratios
systematically face higher spreads and more stringent borrowing constraints than others with far
higher debt ratios,” finding that macroeconomic volatility is the key. They found that volatility
is associated with higher default probability. According to the theory of Haldane et al. (2005),
probabilities. Volatility increases the need for borrowing to help smooth domestic consumption,
yet simultaneously the ability to borrow is constrained by the higher default risk that volatility
causes. Catao and Kapur (2004) conducted logit estimates of default probabilities indicate that
output and trade volatility are significant in analyzing sovereign risk. In addition, they found
that ex ante probability of default is increasing in volatility (p. 13). Since volatility affects
probability of default, it may also affect the CAC threshold decision of sovereign borrowers.
Although Eichengreen and Mody (2004) included credit rating in their logit regression to
determine factors that influence the sovereign CAC inclusion decision, this measure of
creditworthiness be more directly accounted for by other variables. Credit ratings may absorb
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explanatory power from issue-specific, country-specific, and global credit condition indicators.
Cantor and Packer (1996) studied the determinants of sovereign credit ratings, with explanatory
variables per capita income, GDP growth, inflation, fiscal balance, external balance, external
debt, economic development, and default history (p. 39). By assigning numerical values B3/B- =
1 and Aaa/AAA = 16 they created a linear rating scale. The explanatory variables per capita
income, inflation, external debt, indicator for economic development, and an indicator for default
history were significant at the 1 percent level, and GDP growth was significant at the 10 percent
level. Thus, when Eichengreen and Mody (2004) constructed the logit regression on UK versus
US governing law by including credit ratings there may be some overlap in the explanatory value
of the individual macroeconomic indicator metric. As a result, our analysis will consider both
inclusion and exclusion of the credit rating term to determine if it has an impact on threshold
selection.
In summary, the optimal thresholds theory presents three main categories of factors that
length and dollar amount of total issuance may in part affect the threshold decision. Second,
sovereign-specific characteristics such as inflation, debt burden levels and region may also have
some influence. Third, credit condition indicators for both global and emerging markets may
reveal political or economic conditions that may help or hinder the marketability of the debt
issue. Gleaned from the theory, these three categories of influential factors will be identified in
The data we use for our tests is drawn from Eichengreen and Mody (2004), which
includes all fixed and floating rate bonds issued between 1991 and 2000 by emerging market
sovereigns. Of these 3,295 bonds, 1,588 bonds are governed under UK law, and 1,103 are
governed under US law. The remaining bonds are governed under other laws. For several
First, Eichengreen and Mody (2004) include private bonds in their data set. They
acknowledge that their model could be more robust if they control for sovereign issues, which
“could produce even larger estimates of the impact of CACs on borrowing costs if moral hazard
concerns apply mainly to low-quality borrowers and case of restructuring is relevant principally
for high-quality borrowers” (Eichengreen and Mody, 2004 p. 259). Private borrowers may be
subject to outside influences and different laws that offer incentives to choose a particular
governing law and would introduce bias to the data. As a result, we restricted our data to only
sovereign issues.
Second, for the bonds governed under laws other than NY and London (which comprise
18 percent of their sample) the threshold cannot be determined; hence their inclusion draws into
Third and most important, our test is based on the idea that the choice of governing law
should be treated as endogenous. Hence the sample should be further reduced to countries that
have issued both under UK and US governing law. There are sovereigns who, by tradition, only
issue under one of the governing laws. By only including countries which have issued both
under UK and US law in this time span, there is an implicit decision made between the two
governing laws. As a result, further research can be done to assess the contributing factors of
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why a given sovereign issuer may switch between UK and US governing laws, issue to issue.
While Eichengreen and Mody (2004) found that low rated issuers tend to use UK law more than
US law, followed by a greater use of US laws in the middle and then a shift back to UK laws for
the higher-rated emerging market issuers, a restricted sample may produce different results.
After removing these problematic observations from our sample, the number of bonds falls to
241 from 15 different countries, 131 under UK governing law and 110 under US governing law.
Table 1 and Figure 2 summarize the data. Notice in Table 1 Argentina issued the most
bonds during this time, with a greater tendency to issue under UK governing law. Turkey, the
second most represented country, issued 21 bonds under US law and 15 under UK law. The
countries that issued fewer bonds fairly evenly split their bonds between the two governing laws.
The countries that issued more bonds, however, tended to favor one governing law over the
other. The percentage of issues with CACs (under UK law) is presented in Figure 2.
Figure 3 Figure 4
Credit Rating and
12 100% Credit Rating
Years to Maturity
10
80%
8
60%
6
40%
4
Average
%UK
Years to 20%
2
Maturity
0 0%
Baa1/BBB+
Baa1/BBB+
Baa2/BBB to
Ba3/BB- to
Caa1/CCC+ to
Baa2/BBB to
Ba3/BB- to
Caa1/CCC+ to
A3/A- to
A3/A- to
Ba1/BB
Ba1/BB
Ca1/CC+
Ca1/CC+
B3/B-
B3/B-
There appears to be a negative relationship between years to maturity of the bond and
CAC inclusion. Figure 4 above indicates that the most creditworthy borrowers are less likely to
issue with CACs than the lowest rated borrowers. In addition, Figure 3 indicates that the longest
maturity bonds are granted to the most creditworthy borrowers. Therefore we might expect to
observe a negative relationship between maturity length and CAC inclusion. On one hand this
does not make sense because longer maturity bonds are riskier, and riskier bonds should have
CACs as backup plans, but there may be another explanation. It may be that countries that need
CACs because of their low creditworthiness and high risk levels are not granted long maturity
thresholds.
Econometric Methodology
Our goal is to test the theory that certain factors determine a sovereign’s optimal CAC
voting threshold. We will use the three categories of influential factors stated in the theory
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condition indicators). We regress the governing law of our 241 observations on these
explanatory categories. The bond data spans issuance dates from 1991 to 2000, all of which are
prior to Mexico’s first-mover issuance in 2003. Mexico’s $1 billion February 2003 issuance was
landmark because it was the first large issuance under US governing law that included a CAC.
We assume, that prior to February 2003 sovereign debt issued under US governing law did not
include CACs, and those issued under UK governing law did include them.
We assume that bonds issued under US governing law have CAC voting thresholds of
100 percent and those under UK law have thresholds of 75 percent. Due to data constraints we
focus on these binary observations (UK governing law or US governing law) rather than the full
spectrum of thresholds.
We make the assumption that all sovereign issuers in the data set were utility-optimizing.
In other words, we assume that the governing law selection of the sovereign for that specific
We will identify specific characteristics of the bond, country, and credit condition
indicators. We use probit and linear probability models to estimate optimal thresholds. The
Φ(y) = β0 + β1x1 + β2 x2 + β3 x3 + β4 x4 + β5 x5 + ε
where ε is the residual. We use both the probit and linear probability models to test for
robustness. We will be most concerned with the sign and significance of the coefficients of the
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explanatory variables when relating them to the theory. With our model, given data of maturity,
issue size, inflation, debt burden and credit conditions, sovereigns can determine how different
factors affect their optimal threshold selections. Our methodology heavily rests on the
assumption that sovereigns in our data set have selected their optimal governing law.
We have added a dummy variable for whether the sovereign used UK governing law in
its previous issue to test if sovereigns are more inclined to repeat their previous selection. As
mentioned above in Footnote 1, this variable may indicate the reluctance demonstrated by the
sovereign to change governing law or voting threshold. We will test both with and without this
variable, because we are concerned not with whether the sovereign chose the governing law of
its previous issue, but why it chose that governing law to begin with.
Empirical Results
Our results are presented in Tables 2 and 3. Table 2 is the probit model and Table 3 is
the linear probability model. We focus on regression 1, which strongly supports our hypothesis
that the vector of issue-specific, country-specific, and credit condition indicators determines
optimal CAC voting thresholds. The probit and linear probability models give similar results.
The probit model in Table 2 regression 1 demonstrates that maturity length is negatively related
to the probability of use of a lower threshold, as hypothesized in the theory section of this paper.
The intuition that the highest rated borrowers face no additional cost by using lower thresholds
and thus are more likely to include them, however, does not fit this rationale. The highest rated
borrowers are granted the longest maturity bonds, which the model indicates makes them more
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Table 2
Probit Model: Dependent Variable = UK governing law
241 Observations
1 2 3 4 5 6 7 8 9
Log Likelihood -141.884 -121.977 -120.731 -139.656 -99.532 -122.285 -153.322 -151.374 -132.487
Years to Maturity -0.102 *** -0.092 *** -0.092 *** -0.104 *** -0.105 *** -0.108 ***
Inflation -1.448 *** -1.075 *** -0.772 -1.127 ** -0.228 -0.783 *
External Debt / GDP 0.008 ** 0.008 ** 0.010 ** 0.011 *** 0.004 0.006
Credit Rating -0.374 *** -0.147 -0.303 **
2
Credit Rating 0.0158 *** 0.009 0.0127 **
Previous Issue: UK gov law 1.216 *** 1.185 *** 1.4094 ***
US High Yield Spread -1.688 ** -1.528 ** -1.195
Latin America -0.061 -0.198 -0.424
Middle East -0.473 -0.644 ** -0.652 **
Euro 1.356 *** 1.016 *** 1.092 ***
Mark -6.939 -6.450 -6.083
Yen 0.704 ** 0.776 ** 0.699 **
Other Currency 1.566 *** 1.280 *** 1.253 ***
*** 1% significance ** 5% significance * 10% signficance
Table 3
Linear Probability Model: Dependent Variable = UK governing law
241 Observations
1 2 3 4 5 6 7 8 9
R-Square 0.179 0.321 0.329 0.197 0.433 0.304 0.101 0.116 0.246
Adj R-Sq 0.166 0.309 0.312 0.176 0.414 0.280 0.094 0.101 0.226
F Value 12.900 27.820 19.140 9.550 22.160 12.680 13.380 7.760 12.700
Pr > F <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001
Years to Maturity -0.031 *** -0.024 *** -0.025 *** -0.032 *** -0.020 *** -0.026 ***
Inflation -0.524 *** -0.325 *** -0.234 * -0.412 *** -0.037 -0.211
External Debt / GDP 0.003 ** 0.002 * 0.003 ** 0.004 *** 0.001 0.001
Credit Rating -0.140 *** -0.053 -0.093 *
2
Credit Rating 0.006 *** 0.003 0.004 **
Previous Issue: UK gov law 0.412 *** 0.399 *** 0.389 ***
US High Yield Spread -0.562 ** -0.504 * -0.380
Latin America -0.030 -0.075 -0.161
Middle East -0.159 -0.233 -0.247 **
Euro 0.365 *** 0.352 *** 0.391 ***
Mark -0.342 * -0.446 * -0.326
Yen 0.213 ** 0.276 *** 0.264 ***
Other Currency 0.373 *** 0.389 *** 0.415 ***
*** 1% significance ** 5% significance * 10% signficance
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inclined to issue with a higher threshold. The coefficient on the years to maturity is small
(although significant) compared to that of inflation in Table 2. Thus, while its explanatory
power is significant, it is limited in influencing the actual threshold decision. This may be a
result of a limited data set which does not have a wide and normal distribution of maturities and
credit ratings. Maturity length is significant to the 1 percent level in all regressions of the probit
between inflation and CAC inclusion in which the inflation factor is significant at the 1 percent
level. Greater inflation usually indicates greater uncertainty and volatility in the country, which
Catao and Kapur (2004) wrote likely leads to higher default probabilities. One may conclude
that the riskier the country, the less likely the sovereign will issue low thresholds because of the
moral hazard problem. Higher inflation leading to higher CAC thresholds demonstrates the
moral hazard dilemma facing these low-rated borrowers. The nature of these results draws
attention to the tradeoff between low threshold insurance and investor confidence.
We scaled external debt to reflect the level of the burden compared to the real GDP of the
country. The coefficient of external debt to GDP is consistently positive, and in Table 2
regression 2 it is significant at the 5 percent level. The linear probability model (Table 3,
regression 2) indicates that for every percent change in external debt to GDP, the probability of
CAC inclusion is raised by 0.3 percent. While this relationship proves significant at the 5
percent level, the magnitude of the variable’s influence is small. The positive coefficient on the
variable suggests that higher debt levels encourage sovereigns to issue with lower thresholds
because the greater burden requires greater insurance in the case of default.
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The US High Yield Spread is an index of representative high yield bonds that depicts the
spread to risk-free Treasury notes. It is an indicator of global credit conditions for lower rated
borrowers and in particular may indicate investor confidence in risky assets such as emerging
market debt. In Table 2 regression 1 the coefficient of this variable is negative and significant at
the 5 percent level. The wider the index spread trades to Treasuries, the greater uncertainty and
perceived risk there is in the high yield market. As credit tightens, it becomes more expensive
for high yield borrowers to obtain and maintain financing. The model indicates that the riskier
the environment, the less likely the sovereign will issue with low thresholds. One reason may be
that investors are fleeing to higher quality investments and may shun bonds with built-in
insurance due to the potential for moral hazard. We found similar results in terms of magnitude
and coefficient sign in the linear probability model, demonstrating the robustness of our test.
We estimated the effects of credit rating and credit rating2 separate from the other
explanatory variables in regressions 7, 8 and 9 because these variables absorbed the explanatory
power of the other country-specific indicators. Because credit rating agencies take into account
inflation and debt burdens, this makes sense that their explanatory power would overlap. The
negative coefficient on credit rating and positive coefficient on credit rating2 confirms the
quadratic relationship between CAC inclusion and creditworthiness found by Eichengreen and
Mody (2004). At the extremes, that is for the highest and lowest rated sovereigns, there is
incentive to include lower thresholds as insurance. For the mid-rated borrowers, however, there
is greater ambiguity as to the costs and benefits of CAC inclusion and fewer opt to include this
contractual approach. In our analysis we find it more useful to examine the individual issue and
country specific characteristics to better estimate the sovereign’s optimal CAC voting threshold.
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In the linear probability model (Table 3) dummies for the regions Latin America and
Middle East were significant determinants of CAC inclusion. Thus, we included them in the
probit model, and found that while Latin America proved insignificant, the dummy for the
Middle East region was significant to the 5 percent level (Table 2, regression 4). Thus, there is
also a regional bias toward UK governing law that may reflect a trend in the countries located
there.
We included dummies for currency of issue, with the US dollar as the baseline, to
with this approach, however, because we cannot determine if it is the desired currency
influencing the sovereign’s CAC decision or if the desirability for CAC inclusion leads the
sovereign to choose the currency of issue most conducive to this selection. In addition, there
may be other factors, such as targeting specific investors, that the sovereign elects a specific
currency of issue. As a result we modeled both with and without the currency dummies, and
found that the euro, yen, and other currencies were positively related to CAC inclusion. Japan
was not included in this data set because it is not an emerging market economy, but in practice as
a borrower Japan routinely uses 75 percent thresholds in its bond contracts. Thus, the significant
positive coefficient on the yen is to be expected. Since these coefficients are in comparison to
the baseline dollar, we would expect that issues in euro would be more likely have lower voting
thresholds, as Britain is in the Eurozone and there may be a regional bias. We tested the model
both with and without these region and currency factors, and found that while significant, they
Conclusion
The theory developed in this paper indicates that a combination of maturity length of the
bond, national inflation, external debt ratios, and high yield spreads dictate optimal thresholds for
sovereigns. Our empirical results confirm the theory. The explanatory variables, which we
sovereigns’ optimal thresholds as predicted by the theory. Greater inflation and credit tightening
(US High Yield Spread) signal greater risk associated with the debtor and that higher thresholds
are optimal due to moral hazard concerns. Higher external debt levels and longer maturity bonds
signal that lower thresholds are optimal. Our findings indicate how different determinants affect
According to our review of the existing literature, research this kind of study has never
been done. Identifying the factors that affect the threshold selection has enabled us to determine
how sovereigns can best employ this contractual method to optimize payment structures.
and global and emerging market credit conditions are determinants of CAC inclusion and
threshold selection. We have considered a wide range of other factors (reported in the
regressions in the Appendix), but the variables we have focused on in the main body of this
theses seem to be the most consistent and robust. To be sure, there may be other contributing
factors that we have not included in the study, such as confidence in the political regime or
aversion of a purchasing a country’s debt based on its human rights practices. In addition, a
greater sample size may lead to more definitive results, and is a goal of future study.
The results in this thesis have broad implications for policy. For example, the alternative
to CACs as a method of restructuring unsustainable debt burdens that minimizes cost to the
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sovereign and the loss to creditors is the sovereign debt restructuring mechanism (SDRM).
SDRM was first introduced in 2003 by the International Monetary Fund (IMF) and is modeled
after bankruptcy frameworks in national economies. This statutory approach has met great
opposition, however, because it calls for the development of an international bankruptcy court.
As nations have different legal systems and rules, in order to maintain credibility this court
would need to possess the power to overrule domestic legal policy, a requirement not well
received by national governments and policymakers. As a contractual approach, CACs offer the
national laws. Thus, it is important to analyze the costs and benefits of CAC inclusion and
threshold selection, and study what factors motivate sovereigns to choose this contractual
method.
We believe that CACs are the most appropriate and effective method to reduce the
occurrences of crises and speedily restructure in the case of default. Our findings indicate that
the argument for a market standard threshold (as suggested by the G-10) is inappropriate. Our
model suggests that a variety of factors influence a sovereign’s optimal threshold, and that
standardization would be sub-optimal. Portes (2003) argues that the lack of standardization may
undermine the effectiveness of CACs as a widely adopted method, but we think that it is the
flexibility and personalization of CACs that makes it such a valuable tool. It is the
individualization that CACs afford by allowing sovereign governments to choose their optimal
threshold that has made it increasingly popular and our study has revealed some factors that can
Appendix
This appendix supplements the main findings presented in the Results section of this
thesis.
Table 4 presents additional specifications for the probit model results, and Table 5
presents additional specifications for the linear probability model results. Notice that the effects
of the key explanatory variables are similar in these models, even when other factors are added
to the equations. In other words the results stand up to any alternative specification. This shows
In Table 6 the data set is broken into sub-samples by region. Eastern Europe, East Asia
and Pacific, Latin America and the Middle East regions are individually tested with a similar
model to that used for the entire sample. These estimation results are less reliable than for the
full sample due to the limited number of observations for each region, and few of the estimated
coefficients are significant statistically. For this reason we focused on the full sample in this
paper. As more data are obtained future research using this method may be able to shed light on
Appendix
Appendix: Table 4a
Probit Model: Dependent Variable = UK governing law
241 Observations
1 2 3 4 5 6 7
Log Likelihood -80.553 -109.601 -111.075 -120.669 -141.371 -120.964 -141.722
Degrees of Freedom 32 28 23 8 7 7 6
Years to Maturity -0.091 *** -0.080 *** -0.079 *** -0.088 *** -0.088 *** -0.087 *** -0.087 ***
Inflation -0.533 -2.136 * -2.022 ** -0.839 -0.863 * -0.755 -0.788
External Debt / GDP 0.068 0.069 0.082 ** 0.006 0.005 0.006 0.005
Credit Rating 0.413 0.298 -0.295 -0.181 -0.293 -0.206 -0.317 **
Credit Rating2 -0.010 -0.008 0.010 0.007 0.011 ** 0.008 0.012
Previous Issue: UK gov law 1.211 *** 1.030 *** 1.063 *** 1.186 *** 1.186 ***
US High Yield Spread -0.452 -0.686 -0.772
US 2 Year Rate -0.337 * -0.086 -0.055 -0.101 -0.104
EMBI Standard Deviation -0.199 -0.106 -0.104 -0.079 -0.056 -0.069 -0.046
Foreign Reserves / GDP 0.110 0.021 0.029
Log (Issue Amount in USD) -0.278 -0.297 -0.242
Domestic Credit / GDP -0.247 3.309 2.064
Total Debt / GDP 0.060 0.109 0.029
Short Term Debt / GDP -0.305 -0.457 -0.344
Imports / GDP -0.209 -0.148 -0.302
GDP Growth 0.130 0.076 0.032
Exports / GDP -0.107 0.021 0.109
Total Debt Service / GDP -0.119 0.010 -0.016
Real GDP 0.104 0.105 -0.058
GNP -0.227 0.463 0.114
Bank Credit Stock / GDP 0.064 -0.047 -0.089
Standard Deviation of US 10 Year 0.429 0.541 0.665
US Industrial Production Growth -0.021 -0.064 -0.065
Latin America -1.736 -0.888
Middle East -1.866 -1.549
Trinidad & Tobago -0.288 -0.447
Africa -0.398 0.037
East Asia & Pacific -0.257 -0.677
Euro 2.157 ***
Mark -6.918
Yen 0.939 **
Other Currency 2.275 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 23
Appendix: Table 4b
Probit Model: Dependent Variable = UK governing law
241 Observations
8 9 10 11 12 13 14 15 16 17 18
Log Likelihood -120.992 -121.174 -139.819 -120.311 -120.443 -138.005 -98.655 -98.6651 -120.404 -121.212 -141.828
Degrees of Freedom 7 6 6 9 8 8 11 10 10 9 5
Years to Maturity -0.089 *** -0.088 *** -0.094 *** -0.089 *** -0.088 *** -0.093 *** -0.102 *** -0.102 *** -0.100 *** -0.098 *** -0.088 ***
Inflation -0.818 -0.782 -0.929 * -0.634 -0.598 -0.693 0.067 0.062 -0.278 -0.244 -0.811 *
External Debt / GDP 0.006 0.006 0.005 0.007 0.007 0.006 0.003 0.003 0.003 0.004 0.005
Credit Rating -0.191 -0.196 -0.285 * -0.064 -0.066 -0.076 -0.242 -0.241 -0.317 * -0.325 * -0.311 **
Credit Rating2 0.007 0.007 0.011 * 0.003 0.003 0.005 0.009 0.009 0.012 * 0.012 * 0.012 **
Previous Issue: UK gov law 1.157 *** 1.182 *** 1.138 1.162 *** 1.394 *** 1.387 ***
US High Yield Spread -0.503 -1.520 ** -0.437 *** -1.510 * 0.145 -1.149
US 2 Year Rate
EMBI Standard Deviation
Foreign Reserves / GDP
Log (Issue Amount in USD)
Domestic Credit / GDP
Total Debt / GDP
Short Term Debt / GDP
Imports / GDP
GDP Growth
Exports / GDP
Total Debt Service / GDP
Real GDP
GNP
Bank Credit Stock / GDP
Standard Deviation of US 10 Year
US Industrial Production Growth
Latin America -0.179 -0.161 -0.484
Middle East -0.474 -0.478 -0.751 *
Trinidad & Tobago
Africa
East Asia & Pacific
Euro 1.392 *** 1.398 *** 1.090 *** 1.022 ***
Mark -6.895 -6.907 -6.425 -6.293
Yen 0.625 * 0.619 * 0.648 ** 0.710 **
Other Currency 1.593 *** 1.575 *** 1.270 *** 1.390 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 24
Appendix: Table 4c
Probit Model: Dependent Variable = UK governing law
241 Observations
19 20 21 22 23 24 25 26 27 28 29 30
Log Likelihood -121.736 -121.977 -141.884 -120.602 -120.731 -139.656 -144.434 -99.527 -99.532 -122.285 -123.185 -144.434
Degrees of Freedom 5 4 4 7 6 6 3 9 8 8 7 3
Years to Maturity -0.093 *** -0.092 *** -0.102 *** -0.093 *** -0.092 *** -0.104 *** -0.097 *** -0.105 *** -0.105 *** -0.108 *** -0.105 *** -0.097 ***
Inflation -1.097 *** -1.075 *** -1.448 *** -0.810 * -0.772 -1.127 ** -1.400 *** -0.225 -0.228 -0.783 * -0.757 * -1.400 ***
External Debt / GDP 0.008 ** 0.008 ** 0.008 ** 0.010 ** 0.010 ** 0.011 *** 0.009 ** 0.004 0.004 0.006 0.006 0.009 **
Credit Rating
Credit Rating2
Previous Issue: UK gov law 1.185 *** 1.216 *** 1.163 *** 1.185 *** 1.4144 *** 1.4094 ***
US High Yield Spread -0.573 -1.688 ** -0.433 -1.528 ** 0.104 -1.195
US 2 Year Rate
EMBI Standard Deviation
Foreign Reserves / GDP
Log (Issue Amount in USD)
Domestic Credit / GDP
Total Debt / GDP
Short Term Debt / GDP
Imports / GDP
GDP Growth
Exports / GDP
Total Debt Service / GDP
Real GDP
GNP
Bank Credit Stock / GDP
Standard Deviation of US 10 Year
US Industrial Production Growth
Latin America -0.077 -0.061 -0.198 -0.198
Middle East -0.466 -0.473 -0.644 ** -0.644 **
Trinidad & Tobago
Africa
East Asia & Pacific
Euro 1.351 *** 1.356 *** 1.016 *** 0.944 ***
Mark -6.930 -6.939 -6.450 -6.311
Yen 0.708 ** 0.704 ** 0.776 ** 0.842 ***
Other Currency 1.579 *** 1.566 *** 1.280 *** 1.404 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 25
Appendix: Table 5a
Linear Probability Model: Dependent Variable = UK governing law
241 Observations
1 2 3 4 5 6 7
R-Square 0.539 0.387 0.378 0.327 0.184 0.326 0.182
Adj R-Sq 0.468 0.306 0.312 0.304 0.160 0.305 0.161
F Value 7.590 4.780 5.730 14.080 7.510 16.070 8.670
Pr > F <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001
Years to Maturity -0.017 *** -0.021 *** -0.021 *** -0.023 *** -0.027 *** -0.023 *** -0.027 ***
Inflation -0.156 -0.535 * -0.497 * -0.240 -0.309 * -0.221 -0.284 *
External Debt / GDP 0.011 0.012 0.018 0.002 0.002 0.002 0.002
Credit Rating 0.181 0.108 -0.079 -0.055 -0.103 -0.061 -0.112 **
Credit Rating2 -0.005 -0.003 0.003 0.002 0.004 ** 0.002 0.004 **
Previous Issue: UK gov law 0.282 *** 0.319 *** 0.336 *** 0.399 *** 0.400 ***
US High Yield Spread -0.213 -0.286 -0.247
US 2 Year Rate -0.080 -0.023 -0.018 -0.025 -0.033
EMBI Standard Deviation -0.039 -0.023 -0.022 -0.014 -0.017 -0.012 -0.014
Foreign Reserves / GDP 0.028 0.006 0.013
Log (Issue Amount in USD) -0.070 -0.068 -0.053
Domestic Credit / GDP 0.489 0.642 0.305
Total Debt / GDP 0.035 0.039 0.012
Short Term Debt / GDP -0.107 -0.128 -0.088
Imports / GDP -0.025 -0.003 -0.076
GDP Growth 0.038 0.017 0.018
Exports / GDP -0.038 -0.028 0.015
Total Debt Service / GDP -0.015 0.017 0.002
Real GDP 0.037 0.031 -0.018
GNP 0.056 0.159 0.012
Bank Credit Stock / GDP 0.014 -0.006 -0.017
Standard Deviation of US 10 Year 0.104 0.169 0.167
US Industrial Production Growth -0.008 -0.017 -0.017
Latin America -0.575 ** -0.332
Middle East -0.648 ** -0.534
Trinidad & Tobago -0.106 -0.121
Africa -0.144 -0.049
East Asia & Pacific -0.168 -0.200
Euro 0.544 ***
Mark -0.407
Yen 0.287 ***
Other Currency 0.471 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 26
Appendix: Table 5b
Linear Probability Model: Dependent Variable = UK governing law
241 Observations
8 9 10 11 12 13 14 15 16 17 18
R-Square 0.327 0.325 0.194 0.333 0.331 0.208 0.437 0.437 0.315 0.309 0.181
Adj R-Sq 0.307 0.308 0.173 0.307 0.308 0.180 0.410 0.412 0.285 0.283 0.164
F Value 16.160 18.790 9.370 12.790 14.350 7.590 16.170 17.840 10.570 11.500 10.410
Pr > F <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001
Years to Maturity -0.024 *** -0.023 *** -0.028 *** -0.024 *** -0.023 *** -0.028 *** -0.020 *** -0.019 *** -0.024 *** -0.024 *** -0.027 ***
Inflation -0.246 -0.229 -0.335 ** -0.194 -0.175 -0.265 0.039 0.042 -0.051 -0.040 -0.293 *
External Debt / GDP 0.002 0.002 0.002 0.002 0.002 0.002 0.000 0.000 0.001 0.001 0.002
Credit Rating -0.057 -0.060 -0.099 * -0.012 -0.014 -0.028 -0.057 -0.058 -0.092 * -0.095 * -0.110 **
Credit Rating2 0.002 0.002 0.004 * 0.001 0.001 0.002 0.002 0.002 0.003 * 0.004 * 0.004 **
Previous Issue: UK gov law 0.392 *** 0.400 *** 0.383 *** 0.391 *** 0.378 *** 0.381 ***
US High Yield Spread -0.184 -0.486 * -0.174 -0.485 * -0.093 -0.356
US 2 Year Rate
EMBI Standard Deviation
Foreign Reserves / GDP
Log (Issue Amount in USD)
Domestic Credit / GDP
Total Debt / GDP
Short Term Debt / GDP
Imports / GDP
GDP Growth
Exports / GDP
Total Debt Service / GDP
Real GDP
GNP
Bank Credit Stock / GDP
Standard Deviation of US 10 Year
US Industrial Production Growth
Latin America -0.078 -0.068 -0.166
Middle East -0.169 -0.169 -0.261
Trinidad & Tobago
Africa
East Asia & Pacific
Euro 0.380 *** 0.374 *** 0.370 *** 0.349 ***
Mark -0.353 * -0.342 * -0.440 * -0.397 *
Yen 0.189 ** 0.193 ** 0.238 ** 0.256 ***
Other Currency 0.357 *** 0.367 *** 0.376 *** 0.413 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 27
Appendix: Table 5c
Linear Probability Model: Dependent Variable = UK governing law
241 Observations
19 20 21 22 23 24 25 26 27 28 29 30
R-Square 0.323 0.321 0.179 0.331 0.329 0.197 0.184 0.434 0.433 0.304 0.298 0.162
Adj R-Sq 0.308 0.309 0.166 0.311 0.312 0.176 0.166 0.412 0.414 0.280 0.277 0.152
F Value 22.410 27.820 12.900 16.450 19.140 9.550 10.570 19.650 22.160 12.680 14.140 15.310
Pr > F <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001 <.0001
Years to Maturity -0.025 *** -0.024 *** -0.031 *** -0.025 *** -0.025 *** -0.032 *** -0.030 *** -0.021 *** -0.020 *** -0.026 *** -0.026 *** -0.030 ***
Inflation -0.334 *** -0.325 *** -0.524 *** -0.252 * -0.234 * -0.412 *** -0.367 ** -0.040 -0.037 -0.211 -0.206 -0.513 ***
External Debt / GDP 0.002 * 0.002 * 0.003 ** 0.003 ** 0.003 ** 0.004 *** 0.004 *** 0.001 0.001 0.001 0.002 0.003 ***
Credit Rating
Credit Rating2
Previous Issue: UK gov law 0.402 *** 0.412 *** 0.391 *** 0.399 *** 0.385 *** 0.389 ***
US High Yield Spread -0.213 -0.562 ** -0.175 -0.504 * -0.101 -0.380
US 2 Year Rate
EMBI Standard Deviation
Foreign Reserves / GDP
Log (Issue Amount in USD)
Domestic Credit / GDP
Total Debt / GDP
Short Term Debt / GDP
Imports / GDP
GDP Growth
Exports / GDP
Total Debt Service / GDP
Real GDP
GNP
Bank Credit Stock / GDP
Standard Deviation of US 10 Year
US Industrial Production Growth
Latin America -0.039 -0.030 -0.075 -0.053
Middle East -0.156 -0.159 -0.233 -0.248
Trinidad & Tobago
Africa
East Asia & Pacific
Euro 0.370 *** 0.365 *** 0.352 *** 0.329 ***
Mark -0.355 * -0.342 * -0.446 * -0.400 *
Yen 0.208 ** 0.213 ** 0.276 *** 0.296 ***
Other Currency 0.363 *** 0.373 *** 0.389 *** 0.429 ***
*** 1% significance ** 5% significance * 10% signficance
Seki 28
Years to Maturity -0.208 * -0.220 ** -0.348 -0.350 -0.325 * -0.312 -0.467 -0.444
Inflation 9.780 * 10.848 * 18.020 ** 19.178 ** 13.318 * 13.375 ** 20.484 ** 20.280 **
External Debt / GDP 0.015 0.015 0.018 0.017 0.455 0.398 0.575 0.526
Credit Rating -21.113 -18.828 -25.529 -23.494
2
Credit Rating 0.961 0.857 1.165 1.073
Previous Issue: UK gov law -0.675 -0.672 -0.466 -0.292
US High Yield Spread 10.454 * 10.364 9.206 8.993
*** 1% significance ** 5% significance * 10% signficance
Years to Maturity -0.109 ** -4.242 -0.107 * -2.577 -0.637 * -4.523 -14.927 -2.498
Inflation 17.266 * 458.445 16.660 607.076 35.018 * -39.324 485.313 67.187
External Debt / GDP 0.090 2.770 0.074 3.568 -10.366 * -29.530 -272.574 -43.216
Credit Rating 1,566.773 * 4461.993 39500.660 6,384.320
2
Credit Rating -81.883 * -232.992 -2064.520 -333.712
Previous Issue: UK gov law 80.653 76.764 41.692 274.158 16.205
US High Yield Spread 0.659 34.317 44.940
*** 1% significance ** 5% significance * 10% signficance
Years to Maturity -0.070 ** -0.068 ** -0.076 *** -0.070 ** -0.062 ** -0.066 ** -0.071 ** -0.070 **
Inflation -2.335 ** -1.303 -2.014 ** -1.189 -2.989 *** -1.705 -2.562 ** -1.547
External Debt / GDP 0.013 0.010 0.017 0.011 -0.018 -0.006 -0.008 -0.002
Credit Rating 1.247 ** 1.051 * 1.355 ** 1.100 *
2
Credit Rating -0.035 * -0.031 -0.039 ** -0.033
Previous Issue: UK gov law 1.362 *** 1.317 *** 1.253 *** 1.205 ***
US High Yield Spread -2.192 * -0.971 -2.123 -1.059
*** 1% significance ** 5% significance * 10% signficance
Bibliography:
Arellano, Cristina. August 2006. “Default Risk and Income Fluctuations in Emerging
Economies.” Federal Reserve Bank of Minneapolis Working Paper.
Bhatia, Ashok Vir. October 2002. “Sovereign Credit Ratings Methodology: An Evaluation.”
IMF Working Paper WP/02/170, Washington D.C.
Becker, Torbjorn, Anthony Richards, and Yunyong Thaicharoen. 2003. “Bond Restructuring and
Moral Hazard: Are Collective Action Clauses Costly?” Journal of International
Economics, October 61(1): pp. 127-61.
Cantor, Richard and Frank Packer. 1996. “Determinants and Impact of Sovereign Credit
Ratings.” FRBNY Economic Policy Review, October 2(2): pp. 37-53.
Catao, Luis and Sandeep Kapur. March 2004. “Missing Link: Volatility and the Debt Intolerance
Paradox.” IMF Working Paper WP/04/51.
Dooley, Michael. February 2000. “Can Output Losses Following International Financial Crises
be Avoided?” National Bureau of Economic Research Working Paper 7531.
Eichengreen, Barry and Ashoka Mody. 2004. “Do Collective Action Clauses Raise Borrowing
Costs?” Economic Journal, April 114(495): pp. 247-64.
Emerging Market Credit Association. 2002. “Model Covenants for New Sovereign Debt Issues.”
Group of Seven (1998), Declaration of G-7 Finance Ministers and Central Bank Governors,
http://www.imf.org/external/np/g7/103098dc.htm.
Group of Ten (1996), Resolving Sovereign Liquidity Crises, Washington, D.C.: Group of Ten.
Group of Twenty-Two (1998), Report of the Working Group on International Financial Crises,
Washington, D.C.: Group of Twenty Two.
Haldane, Andrew, Adrian Penalver, Victoria Saporta, and Hyun Song Shin. 2005. “Optimal
Collective Action Clause Thresholds.” Bank of England Working Paper No. 249.
Seki 30
Hostland, Dough and Philippe Karam. December 2005. “Assessing Debt Sustainability in
Emerging Market Economies Using Stochastic Simulation Methods.” IMF Working
Paper WP/05/226.
Portes, Richard. 2003. “Resolution of Sovereign Debt Crises: The New Old Framework.” CEPR
Discussion Paper No. 4717.
Richards, Anthony and Mark Gugiatti. 2003. “Do Collective Action Clauses Influence Bond
Yields? New Evidence from Emerging Markets.” 2003. International Finance, Winter
6(3): 415-47.
Rubin, Robert (1999), “Remarks on Reform of the International Financial Architecture to the
School of Advanced International Studies,” Treasury News (21 April), RR-3093.
Sironi, Andrea. 2003. “Testing for Market Discipline in the European Banking Industry:
Evidence from Subordinated Debt Issues.” Journal of Money, June 35(3): pp. 443-73.
Tsatsaronis, Kostas. 1999. “The Effect of Collective Action Clauses on Sovereign Bond Yields.”
BIS Quarterly Review. November: pp. 22–23.