전환사채 발행기업의 이익조정 행태에 관한 연구: 전환사채에 내재된 리픽싱 조항과 콜옵션을 중심으로

This study investigates whether differences exist in earnings management before and after the issuance of convertible bonds (CBs), with a specific focus on the presence of refixing provisions and call options that can potentially designate controlling shareholders as acquirers. We conducted our analysis using data from Korean listed companies that issued CBs between 2015 and 2019. Our analysis yielded the following key finding. Firstly, in companies issuing CBs with only refixing provisions, we did not observe any significant earnings management before or after the CB issuance period. However, in companies where call options were added alongside refixing provisions in CBs, we identified an interesting trend. These companies tended to engage in downward earnings management in the period following CB issuance. Moreover, the earnings management behavior of CB-issuing companies with such call option-added CBs was more pronounced in cases where actual refixing occurred and concentrated during the call option exercise period, rather than throughout the entire post-issuance period. These results suggest that when call options are included in CBs in addition to refixing provisions, active downward earnings management takes place. And this earnings management is closely associated with controlling shareholders’ manipulative efforts to expand their ownership by utilizing refixing provisions and call options within CBs.