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This thesis consists of a study of English and US corporate finance law and, in particular, the law in relation to hybrid financial instruments. Hybrids of financial instrument presents a mix of equity and debt characteristics. Therefore this thesis excludes from examination all the derivative instruments, while it focuses on two main types of hybrid security, in relation to their relevance to the situation studied: preference shares and convertible bonds. Despite a clear distinction in law between equity and debt, the development of sophisticated hybrid financial instruments has forced regulators to look beyond the legal form of an instrument to its practical substance. As observable in practice, the increase in financial innovation reflects the necessity of the parties to allocate control and cash-flow rights in a way that diverges from the classic allocation resulting from equity and debt. Most of the empirical and theoretical research in this area has focused on the tax advantages of issuing hybrids as a way of reducing the cost of capital or on their capacity to be subordinated to all the creditors and to be unable to trigger the liquidation of the firm in case of default on its payouts. However, very little contribution has been made to the analysis of these securities with regard to their implications for corporate governance. This thesis aims to discuss the rationale for issuing hybrids, and to evaluate the law relative to these instruments against the background of both agency costs and property rights theories. The functional approach unveils an important rationale for issuing hybrids. The UK and US have legal systems characterized by transactional flexibility. They rely heavily on ex post standards strategies to protect preference shareholders and on the judiciary to evaluate the fairness of a transaction. This flexibility places the UK and US legal systems among the most business-friendly countries. The vacuum left by mandatory company law in favour of a major flexibility in the market has pushed the parties to fill it contracting for their rights. In so doing they have facilitated the business relations and better protected themselves with careful drafting.

Hybrid securities --- Corporate governance --- Corporate governance --- Corporation law --- Corporation law --- Law and legislation. --- Law and legislation --- Law and legislation

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Contingent Convertibles (CoCos) represent debt that is subject to being converted automatically into common equity under pre-specified terms of conversion if the chosen regulatory capital ratio falls to a level triggering conversion. CoCos are that subspecies of contingent capital that references regulatory (Basel III) concepts in its triggers. From 2014, trigger points are set by common equity (Common Equity Tier 1 [CET1]) in percent of risk-weighted assets [RWA] or of more complicated measures of total exposure to a variety of risks, particularly credit risk. This is the first comprehensive

Convertible securities --- Convertible bonds --- Bonds, Convertible --- Convertibles (Bonds) --- Liquid yield option notes --- Bonds --- Hybrid securities --- Hybrid instruments (Securities) --- Securities --- E-books --- Convertible securities. --- Convertible bonds. --- Private finance

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Hybrid capital securities or 'hybrids' offer various benefits. They offer flexibility equity without shareholder dilution, provide protection to senior creditors, are a stable source of long-term funding for healthy companies, and help insurers and banks meet regulatory and rating agency capital requirements. Risks and features of hybrid securities are expressed in the credit spread of some relatively new financial instruments, but no structural fundamentals exist for to price hybrids precisely. This book proposes a model for the pricing of hybrids. It begins by explaining the concept of hybrids as well as their equity- and debt-like characteristics. Different types of hybrids are presented, including preference shares, convertible bonds, contingent convertibles (CoCos) and bail-in bonds. The authors then present analysis of regulatory regimes' impact on hybrids. They discuss the types of hybrid bonds that are contemplated in the Capital Requirements Regulation (CRR) and Banking Union mechanism. They then present an in-depth examination of hybrids pricing and risk assessment techniques. The book provides a comprehensive analysis from mathematical, legal and financial perspectives in order to look at relatively new financial instruments and address problems with the pricing models of hybrids which are as yet unsolved.

Convertible securities --- Investment & Speculation --- Finance --- Business & Economics --- Convertible securities. --- Hybrid securities --- Hybrid instruments (Securities) --- Securities --- Investment banking. --- Securities. --- Banks and banking. --- Investments and Securities. --- Banking. --- Blue sky laws --- Capitalization (Finance) --- Investment securities --- Portfolio --- Scrip --- Securities law --- Underwriting --- Investments --- Investment banking --- Banks and banking, Investment --- Investment banks --- Financial institutions --- Agricultural banks --- Banking --- Banking industry --- Commercial banks --- Depository institutions --- Money --- Law and legislation