Complexity, Standardization, and the Design of Loan Agreements
Abstract
We use natural language processing to measure the complexity and standardization of the events of default and covenants sections of 7,934 private loan agreements filed with the SEC from 1996 to 2017. Using word counts, a legal and financial dictionary, and LDA topic models, we construct measures of contractual detail and "distance to boilerplate." We document a complexity-standardization tradeoff: larger loans with longer maturities are simultaneously more detailed and more standardized, while riskier borrowers and those with complex financial structures receive more customized contracts. Pairwise distance analysis reveals that the form of the contract is determined primarily at the firm level, not the bank level, rejecting the hypothesis that default provisions are off-the-shelf templates. More standardized contracts are renegotiated more frequently, while more customized contracts are renegotiated less, suggesting that boilerplate language serves as a flexible reference point adapted through ex post amendment.
Cite
@unpublished{ganglmair0complexity,
title = {Complexity, Standardization, and the Design of Loan Agreements},
author = {Bernhard Ganglmair and Malcolm Wardlaw}
}