Conflicting Priorities: A Theory of Covenants and Collateral
研究了有担保债务、无担保债务和反稀释契约债务，发现契约虽允许违约后新债优先，但仍能提供灵活融资，平衡过度投资与投资不足，最优债务结构是多层次的。
ABSTRACT We develop a theory of secured debt, unsecured debt, and debt with anti‐dilution covenants. We assume that, as in practice, covenants convey the right to accelerate if violated, but the new secured debt retains its priority even if issued in violation of covenants. We find that such covenants are nonetheless useful: They provide state‐contingent financing flexibility, balancing over‐ and underinvestment incentives. The optimal debt structure is multilayered, combining secured and unsecured debt with and without covenants. Our results are consistent with observations about debt structure, covenant violations, and waivers. They speak to a policy debate about debt priority.