We examine the role of CEO behavioral characteristics in the design of debt covenants. The behavioral finance literature that examines the consequences of behavioral biases of managers has primarily focused on managerial optimism and overconfidence; traits that have been shown to be prevalent in managers (see Malmendier and Tate (2005, 2008) and Ben-David, Graham, and Harvey, 2007). DellaVigna (2009) points out that the standard model of behavior in economics assumes, among other things, that individuals on average hold correct beliefs about the distribution of states of the world. Experimental evidence however suggests that such an assumption is not valid and individuals tend to maintain overconfident beliefs. Overconfident managers “systematically overestimate the probability of good firm performance and underestimate the probability of bad firm performance” (Heaton, 2002). As a result they have been found to display hubris (Roll, 1986) that manifests in inefficient investment decision and value destroying acquisitions (Malmendier and Tate, 2008).
Despite the growing evidence on the effects of managerial overconfidence on corporate decisions, it is unclear whether investors incorporate such overconfidence in contracting with firms with overconfident CEOs. This study sheds light on this issue by examining how debt investors contract with firms in the presence of overconfident CEOs. We particularly focus on debt contracts because Malmendier and Tate (2005) show that overconfident managers avoid equity financing and rely on internal cash and debt to fund projects. Thus, our primary research question is: how do debt investors structure debt covenants when faced with overconfident managers accessing public debt markets for financing?