12.1 Introduction

This paper analyzes securitization and, more generally, “special purpose vehicles” (SPVs), which are now pervasive in corporate finance.1 What is the source of value to organizing corporate activity using SPVs? We argue that SPVs exist in large part to reduce bankruptcy costs, and we find evi- dence consistent with this view, using unique data on credit card securitiza- tions. The way in which the reduction in costs is accomplished sheds some light on how bank risk should be assessed.

By financing the firm in pieces, some on–balance sheet and some off– balance sheet, control rights to business decisions are separated from fi- nancing decisions. The SPV-sponsoring firm maintains control over busi- ness decisions, whereas the financing is done in SPVs, which are passive; they cannot make business decisions. Furthermore, the SPVs are not sub- ject to bankruptcy costs because they cannot in practice go bankrupt, as a matter of design. Bankruptcy is a process of transferring control rights over corporate assets. Securitization reduces the amount of assets that are subject to this expensive and lengthy process.