Mud Ha Rabah
Mud Ha Rabah
Mud Ha Rabah
June 1997
Online at http://mpra.ub.uni-muenchen.de/12732/
MPRA Paper No. 12732, posted 14. January 2009 / 09:51
November 1996
Abstract
Islamic banking in Malaysia, despite its recent start, has seen very rapid growth. This growth
however has been uneven. While short-term trade financing has always been dominant and grown
rapidly, Mudarabah financing by Islamic banks in Malaysia has reduced to insignificantly
amounts. Yet, Mudarabah which is based on profit and loss sharing has always been considered
to be at the core of Islamic financing and in tune with the shariahs injunctions against interest
based financing.
The paper addresses why this has been the case. Using conventional finance theories it is shown
that Mudarabah financing has serious agency problems, lacks the bonding effect of debt financing
and can induce perverse incentives. Following an analysis of these problems in Part I. Part II
compare: Mudarabah with conventional debt and equity financing within a risk-return framework.
Using scenario analysis, it is shown that for a borrower faced with the alternative of using
Mudarabah, debt or equity financing, Mudarabah would be best in a risk-return framework. For a
financier faced with the same three alternatives however, Mudarabah financing would be the
worst. Expected returns would be the lowest while risk highest among the three alternatives. This
has to do with the structure of Mudarabah financing where strict interpretation of the Shariah
requires the financier to absorb all losses, but profits to be shared. It is argued that this inequality
in the distribution of risk and returns has caused Islamic banks to reduce Mudarabah financing.
Part III proposes an alternative financial arrangement under Mudarabah. Using the principles of
mezzanine and vertical-strip financing, currently in use in venture-capital and other high risk
financing like Leveraged Buyouts (LBOs), it is shown that a more equitable distribution of risk
and returns can be achieved. The proposal requires the mudarib (borrower) to reimburse' the
financier in the event of certain outcomes. This reimbursement will be in form of the Mudarib
giving up part of his equity to the financier. While this reduces the agency problems and the
downside risk faced by the financier it does not eliminate all such risk. Thus, both parties will be
required to be responsible and cautious in undertaking new projects.
Part IV concludes with an evaluation of the proposed arrangement in the context of the Shariah.
Islamic Banking in Malaysia, despite its recent start, has seen very rapid growth. This growth
however has been uneven. While short term trade financing has always been dominant and
grown rapidly, Mudarabah type Financing by Islamic banks in Malaysia has reduced to
insignificant amounts. Yet, Mudarabah financing which is based on profit and loss sharing has
always been considered to be at the core of Islamic financing and in tune with the Shariah's
Injunctions against Interest based financing.
The Shariah's prohibition of conventional debt financing rests on the inherent inequity of such
lending. The lender is not exposed to any of the project/business risk yet receives a fixed return
regardless of outcome. Thus the emphasis on a more 'equitable' profit and loss based system.
Despite this congruence, there has been a steady decline in the proportion of Mudarabah type
financing by BIMB (Bank Islam Malaysia Berhad) the country's largest Islamic Bank. For the latest
fiscal year 1994, Mudarabah constituted a mere 0.33 % of the bank's total customer financing.
This paper examines why Mudarabah has declined in importance as a financing vehicle. In
addressing this, an evaluation is made of Mudarabah financing in the light of conventional finance
theories and identifying the underlying problems.
Mudarabah is then proposed to overcome the identified problems. Aside from being a new and
unique attempt, such an analysis can be useful to both the Islamic and conventional finance
theorist. It is hoped that with attempts such as this, the current dichotomy between Islamic jurists
whose frequent abstraction from practical realities and finance professionals who have to grapple
with contemporary issues can be bridged.
The paper is divided into four parts. Part I examines Mudarabah financing in the light of
conventional finance theories and identifies the underlying problems of Mudarabah. Part 11
compares Mudarabah with conventional debt and equity financing within a risk-return framework.
Part III proposes an alternative financial arrangement for Mudarabah financing. Part IV evaluates
the proposed Mudarabah arrangement and concludes.
Mudarabah; An Overview
In Mudarabah financing, one party, the Rab-Ul-Mal or financier, provides the capital, while the
other party, the Mudarib, provides the entrepreneurship and effort to run the business. The
underlying contractual relationship is that of a partnership, with the Rab-Ul-Mal as the silent or
sleeping partner. Profits derived from the business or investment are shared by the two parties
according to a predetermined profit-sharing ratio (PSR). This could be, say, 70:30, or 80:20, with
the larger portion accruing to the Mudarib. In the event of losses, the Shariah stipulates that all
losses must be borne by the financier. Any party may terminate the Mudarabah agreement at any
time. Finally, in a Mudarabah arrangement, the financier is not allowed to interfere in the running
of the business. Thus, a Mudarabah arrangement looks very much like an equity investment by a
shareholder in a public listed company. In fact, Islamic banks consider Mudarabah financing to be
the equivalent of equity financing.
However, for reasons cited below, given the features and the underlying Shariah law, Islamic
bank Mudarabah financing is really a hybrid. It is neither equity nor debt because it has to a
Mudarib, the financing that he gets from an Islamic bank is like conventional equity for the
following reasons: (i) there are no ''Fixed'' annual payments that are due (unlike interest); (ii)
payments made to the Islamic banks come from profits, much like dividends -- they need be paid
if and only if there are profits; (iii) the Islamic bank cannot foreclose or take legal action if there
are no profits and therefore nothing to be shared; and (iv) like equity, using Mudarabah financing
does not increase a firm's risk the way debt financing does through increased financial leverage.
On the other hand, Mudarabah financing can appear to the Mudarib as a conventional debt for
the following reasons: (i) It represents a fixed claim by the Islamic bank on his company, being
the initial amount plus whatever accrued profits (or losses) that are due to the bank. (ii) Like debt,
Mudarabah financing is terminal, that is, the arrangement can be ended either by mutual prior
agreement or by one party. The Mudarib can end the relationship by repaying the principal and
accrued profits to the Islamic bank.
So, unlike equity which represents an unlimited and perpetual claim on the company, Mudarabah,
despite the features that make it seem like equity, represents a fixed and terminable claim, much
like debt, hence the earlier, argument that Mudarabah is really a hybrid in the conventional sense.
If Mudarabah is a hybrid in the conventional sense, what does it imply about the extent of its
agency problems? An agency problem is really an incentive problem that arises from conflicts of
interest among parties to a transaction or financial arrangement. The agency problem of equity
arises from the divergence between managers who is in the firm and equity holders who own it.
This often leads to a divergence in objectives. While an equity holders objective would be firm
value maximization, managers being utility maximizes might want to increase benefits that accrue
to them and not that of shareholders.
In its mild form this divergence could be in the form of increased pay and fringe benefits or perks
that managers give themselves from corporate resources. A more acute form of the agency
problem could be in the form of extreme wastage, efforts to entrench themselves and their
interest through the use of such instruments as golden parachutes, issuing of poison pills, or even
the acceptance of negative net present value (NPV) projects that harm the corporation over the
longer term but enhance management's position in the short term.
The Agency Problem of Debt Financing
The agency problem of debt financing really arises in two forms: First in the form of Levered
Equity as a Call Option on the firm and second in the form of Moral Hazard. Levered Equity as
a Call Option on the firm refers to the resulting payoff to an equity holder when he combines his
equity with debt financing. Since equity represents a residual claim whereas debt a fixed claim
on a firms assets, an equity holder who uses large amounts of debt to finance a project gets to
keep all accumulated value beyond the fixed claim of the debt holder. Should the project be
successful, this residual value that accrues to equity holders alone could be really large. On the
other hand should the project fail the equity holders loss is limited to the amount of his equity.
The payoff to such a situation resembles the payoff to a call option.
Since leveraging their equity with debt can potentially enable them to reap huge profits while
limiting their downside risk, the incentive for equity holders who use borrowed funds would be
take on high risk, high return projects. This incentive to take on very risky projects is the Moral
Hazard problem. It happens because equity holders get to keep everything beyond debt-service
requirements if a project succeeds but would lose only their equity if it fails. The smaller the
proportion of equity to debt the more acute would this agency problem be.
Having outlined the agency problems of conventional equity and debt, we now examine the
agency problems associated with Mudarabah financing. As Mudarabah has the features of both
debt and equity and the Shariah prohibits the Rab-Ul-Mal from interfering in the business but
requires him to absorb all losses, it can be shown that the agency problems of Mudarabah will be
higher than debt or equity.
Does Mudarabah have the agency problem of equity? Yes. Because, profits will be shared and
profits are revenues less costs, the Mudarib will have every incentive to increase those costs that
accrue to him as benefits. For example, every one dollar increase in fringe benefits or perks that
the Mudarib provides for himself from the business will mean a one dollar increase in his utility.
Though profits would reduce as a result by one dollar, his share of the profit (if any) would be less
- perhaps 70 cents. (Assuming PSR of 70/30). Thus, it will always be in the Mudarib's interest to
keep increasing his benefits until the marginal utility from increased benefits equals the reduction
in his share of profits. If we brine into this the reality of taxes (where fringe benefits are not
taxable or at least at a lower rate) and the fact that the Rab-Ul-Mal can-not interfere in the
business and therefore cannot put in place the internal controls that conventional equity holders
can, it is clear this type of agency problem would remain in Mudarabah.
In addition to the benefits problem just described, there is another more serious kind of problem
with Mudarabah that does not exist with conventional equity. This has to do with cost allocation.
Imagine a company that resorts to Mudarabah financing to finance a single project or to establish
a new subsidiary. Then the Islamic bank that Provides the financing has claims to only the profits
earned by the project or subsidiary, not that of the overall company. Since the profits to be
shared will depend on costs, the company will have all the incentive to allocate as much
overhead and other costs to the Mudarabah financed project or subsidiary. Aside from allocation
of overheads, the company could also use full-costing as opposed to incremental costs as 'it
really should. Furthermore, if the subsidiary does any transaction with other divisions of the same
company, then transfer pricing could also be used to reduce profits in the Mudarabah financed
subsidiary. In each case, profits will be siphoned from the Mudarabah financed unit to other
units. This shuffling of profits from one unit to another does not happen in conventional equity
financing since equity has an unlimited and perpetual claim on all the companys assets.
As Mudarabah financing constitutes a fixed and terminal claim as does debt, much of the agency
problems of debt remain in Mudarabah. Levered equity as call option on the firm remains, albeit
in a slightly altered form. Though the profit potential is slightly diminished (since 30% of profits
goes to Rab-Ul-Mal), the downside risk is now also smaller, as the Rab-Ul-Mal absorbs all losses.
Overall, levered equity as call option on firm remains very much intact. And as such, so does the
Moral Hazard problem. The incentive to take on risky projects would be even greater in
Mudarabah than debt financing since Rab-Ul-Mal absorbs all losses.
In concluding on the agency problems associated with Mudarabah financing, it is quite clear that
compared to either conventional equity or debt, Mudarabah financing in its current form will have
much higher agency problems1.
PART II:
Having established the agency problem associated with Mudarabah financing we now examine
Mudarabah, debt and equity financing in a comparative risk-return framework.
Using a
hypothetical example and scenario analysis we look at the payoffs to both the borrower and
financier under each of three financing techniques.
determining.
Suppose there is a company, XYZ Corporation which is currently 100% equity financed. The
current market value of the company is $4.2 million. Assume that the company is now faced with
undertaking a new investment, the total initial investment of which is $1 million. The company
wants to set aside $0.2 million from internal funds as its stake in the new project. The remainder
$0.8 million is to be financed with external financing. With the new project, the companys
financial situation would be as follows:
As such, the new total value of the firm would be $5 million2. The current shareholders stake in
the company is still $4.2 million. How should the company finance the $0.8 million external
funding? Let us say the company has the following three alternatives:
i)
For a further elaboration and indepth discussion of agency problems see; Obiyathulla Bacha, 1995 Conventional
Vs Mudarabah Financing: An Agency Cost Perspective.
ii)
or
iii)
Arrange for Mudarabah financing of $0.8 mil.. with a standard profit sharing ratio (PSR) of
70/30.
In order to examine the resulting payoffs to each alternative for the company and the provider of
the new financing, we need to make three additional assumptions.
a)
The new project has a one year economic life. That is, the outcome would be known in
one year following investment3
b)
There are five (5) possible scenarios of overall economic performance4. Each
economic scenario has an equal 20% probability Of Occurrence.
c)
The percentage returns for the company's existing projects and the new
project under each economic scenario is as shown in Table I below5. The
percentage returns are assumed independent of the financing alternative,
Probability
1
2
3
4
5
.20
.20
.20
.20
.20
Value = $4 mil.
% Return to
Current Projects
24
18
12
6
-12
Value = $1 mil.
% Return
New Proj.
40
30
20
10
-20
Given this information set, we are now ready to determine the payoffs to both par-ties under each
of the three earlier mentioned financing modes. We begin with an analysis of the first alternative Equity Financing.
3
This is simplifying assumption. As will seen in Part III, when project life is lengthened, given probabilities the
number of permutations of possible outcomes increases substantially.
4
The five economic conditions can be thought of in the following order, very good, good, normal, bad and very bad.
Note that the correlation of returns (existing and new) is 1.0. The returns were set as such in order to eliminate
diversification benefits from the analysis.
Regardless of whether new equity is offered in the form of rights to existing shareholders or
issued to a new set of equity holders, the returns to new and old equity will be the same. This is
due to the fact that equity has a perpetual and residual claim on all assets. Thus, the return to
both sets of equity holders, current and new can be determined as follows;
REF =
V0
V
x Roi + N x R Ni .(1)
VF
VF
where:
Roi
RNi
REF
V0 , VN , VF
Using Equation 1, the return to equity holders under each scenario would be as shown in Table 2
below:
Econ. Scenario
1
2
3
4
5
What if the new project is financed with debt instead of equity? Since the returns to the
debtholder (creditor) is fixed, unlike the earlier case, there will be a divergence in the returns
received by the current equityholders and the debt financier. The debt financier's returns will be
limited to the interest (and principal) regardless of the outcome of the project. Thus, going back to
the scenario provided in Table 1, the debtholders return will be 10% under each of the five
scenarios. What would the XYZ Corp. equityholder's returns be? Their returns would equal the
return from the existing and new project under each scenario less the principal and interest due to
the debt financier. The equityholder's return would therefore be given by;
where;
1
.(2)
VFI
RDF
VFI
Using Eq. 2, the resulting returns to equityholders from using the debt financing alternative is
shown in Table 3 below. The right most column also shows the % return to the debt
financier.
Table 3:
Scenario
% Ret. To Equityholders
% Ret. To Debtholders
1
2
3
4
5
30.48
22.38
14.29
6.19
-(18.10)
10
10
10
10
10
10
We now consider the third alternative available to XYZ Corporation, that is financing the new
project with Mudarabah financing. What would the returns to the companys equityholders and
Rab-Ul-Mal be? We will once again use the scenarios and possible payoffs of the existing and
new project shown in Table 1. Despite the often stated argument that Mudarabah is equity
financing we will see here that there is a huge divergence in the returns to the Mudarib and the
Rab-Ul-Mal, This divergence results from the characteristics of Mudarabah financing. In our
example here; the current equityholder of XYZ Corp. will get the following sources of returns
when Mudarabah is used;
(i)
(ii)
All the returns earned in the new project from their portion of financing
(The $0.2 mil. that they put up for new project).
(iii)
70% of the returns from the Mudarabah financed portion of the new project.
(Since PSR is 70 / 30).
The Rab-Ul-Mal on the other hand only gets 30% of the profits earned from the Mudarabah
financed portion of the new project- Yet, he bears 100% of any losses incurred in the new project.
where;
VN
And
Thus, the percentage returns to XYZ equityholders from using Mudarabah financing for the
new project would be;
11
] x V1
..(3)
FI
RMF
Note, the constraint in Eq. 3; for any new project value greater than $0.2 mil. the minimum value
for RNi cannot be less than zero. This is because in Mudarabah financing the Rab-Ul-Mal
absorbs all the losses. The maximum loss that the Rab-Ul-Mal can absorb however, will be given
by the amount of his investment of $0.8 mil. Only when losses are greater than this amount
would the owners of XYZ Corp. begin losing.
What would the Rab-Ul-Mals percentage returns be? Using the same notations, his returns
would be as:
(4)
Where ;
RRAB
% return to Rab-Ul-Mal
(1 )
Note: Since the Rab-Ul-Mal absorbs all losses, when RNi < 0, in Eq. 3 will = 0, thus
(1 ) = 1 in such a case6.
When
R Ni < 0, the Rab-Ul-Mal absorbs all of the projects losses, meaning, he also absorbs the loss on the $0.2mil., XYZ
[(( (1 +
[(( +
R Ni ) ) + ( (1 + R Ni ) ) (1 ) ] x
(1 R Ni ) ) (1 ) ] x
1 or
12
Table 4 below shows the percentage returns to each of the parties as result of Mudarabah
financing. The returns were derived for values of Table 1, using Eq. 3 and Eq. 4 respectively.
Table 4:
Scenario
% Ret. To Mudarib
% Ret. To Rab-Ul-Mal
1
2
3
4
5
30.10
22.57
15.05
7.52
-11.43
12
9
6
3
-25
Having examined the payoffs to each of the three financing alternatives, we now evaluate each
technique from the viewpoint of both the borrower (XYZ Corp. Equityholders) and the financier.
Table 5 below summarizes the earlier returns and provides the mean and standard deviation of
returns for each alternative.
Scenario
Using
Equity
Using
Debt.
Using
Mudarabah
27.2
30.48
30.10
20.4
22.38
22.57
13.6
14.29
15.05
6.8
6.19
7.50
-13.6
-18.10
-11.43
Mean
10.88
11.05
12.76
14.00
16.67
14.25
13
Providing
Equity
Providing
Debt
Providing
Mudarabah
27.2
10
12
20.4
10
13.6
10
6.8
10
-13.6
10
-25
Mean
10.88
10
1.0
14
13.34
Table 5 provides a number of interesting pointers regarding what the preference of a rational
borrower and financier would be. Examining Panel A, it is clear that a borrower would always
prefer Mudarabah financing over either equity or debt. This is because with Mudarabah financing
of the new project, overall returns would be the highest. Though the std. deviation is marginally
higher than that of equity, in terms of a risk-return framework7, Mudarabah provides the highest
risk-return ratio. Using debt on the other hand would be the least attractive. Debt financing
increases financial leverage, this has two effects on a firm. First it increases financial leverage,
this has two effects on a firm. First it increases the volatility of returns and second, the mean or
expected return increases. Both of these are evident in Panel A when compared to equity. In
terms of a risk-return ratio, using debt financing would be the most alternative to the borrower.
This raises an interesting question. If rational borrowers should prefer Mudarabah over debt or
equity financing, why then has Mudarabah become less popular among Islamic banks? The
answer lies in Panel B. From a financier's viewpoint providing Mudarabah financing is the least
attractive. This is clearly evident from the substantially low mean return which is approximately a
tenth of what a financier could earn by providing debt or equity. Yet, despite the very low returns
that a financier would earn from Mudarabah, the std. deviation or risk he has to bear is much
higher than debt financing and only marginally lower than equity. Compared to a debt financier,
Er r f
; taking rf to be say 3% would yield the highest slope under Mudarabah. (0.685
14
the Rab-Ul-Mal gets a much lower return but takes on much more risk. While it may be argued
that a Rab-Ul-Mal stands to profit from potential upside gains, it should be noted that he also
faces the most downside risk since he absorbs all losses. Compared to a provider of equity
capital, the Rab-Ul-Mal again earns much lower returns but has only marginally lower risk.
Furthermore, when it comes to sharing in profits. the Rab-Ul-Mal gets a smaller share compared
to the equity financier even for the same amount of financing. For each dollar of profit earned, an
equity financier earns one dollar multiplied by his percentage stake. For example, if his
investment constitutes a 10 percent stake then he earns $1 x .10 = 10 on every $1 profit. For
the same investment that provides a 10% stake, a Rab-Ul-Mal with a 70/30 PSR will earn only 3
not 10. ($1 x 10 x 30). Yet, the Rab-Ul-Mal absorbs 100% of losses if any! Clearly, from a
risk-return viewpoint, a rational financier would prefer to provide debt or equity financing rather
than Mudarabah.
If
Mudarabah financing becomes an even more unattractive proposition. It is now easy to see why
Islamic banks would be reluctant to provide Mudarabah financing and why its role as a financing
technique has reduced over time. The experience of Bank Islam Malaysia Berhad (BIMB) with
Mudarabah has not been good. Neither have other Islamic banks in other Muslim countries
including the Islamic Development Bank (IDB). Aside from the lower returns and higher risks, the
Rab-Ul-Mal would have to contend with much more agency problems. It appears that all the odds
are staked against the financier in favour of the ''borrower''. Based on our analysis thus far,
Mudarabahs decline may be due more to supply side restraint than reductions in demand.
Essentially, under current arrangement, rational bankers would not be willing to provide
Mudarabah financing.
PART III:
We have thus far established two points. First, that Mudarabah financing, given its features has
more agency problems. Second, that Mudarabah as a financing proposition is unfavourable
compared to debt or equity from a financier's viewpoint. Any proposal for financing structure must
therefore be able to address and help overcome these two issues. Additionally, it must be
practical. The proposal must be workable in contemporary business environments.
15
That Mudarabah has serious agency problems and is unfavourable to a financier are not mutually
exclusive. Any financial arrangement that lacks proper controls w I 11 have aggravated agency
problems which in turn would also disadvantage the financier. As a means of 'introducing some
controls in Mudarabah, Islamic economists have suggested among other things the imposition of
fines for late payment, the black listing of delinquent borrowers and the confiscation of property if
outright negligence is Proven. Though all of these suggestions have been shown to be in
conformity with the Shariah, there is a problem with these methods as a control mechanism. The
problem being that, they are ex-post. That )S, these methods kick in after a bad outcome has
occurred, they do not provide the control mechanism to prevent an undesired outcome. Part of
this has to do with Shariah's injunction against the interference in business operations by the
financier. Given the problems associated with Mudarabah and the lack of adequate controls,
Islamic banks have chosen the easier way out which is to reduce the amount Of Mudarabah
financing.
How should we structure Mudarabah financing such that it has the necessary controls to reduce
the agency problems without the financier's interference in the business and still provide him with
'better' returns within a risk-return framework? The answer may lie in some of the more
sophisticated financing structures of conventional finance. While there may not be a direct
solution, since conventional instruments are either debt or equity, many of the underlying
principles of such financial arrangements could be used for our task. One financial arrangement
in conventional financing where there are serious agency problems and where much research
has been carried out to seek solutions is the LBO or Leveraged Buyout. An LBO is quite simply a
highly leveraged transaction. Usually it is the acquisition of a company using mostly debt
financing. Often very little equity is employed, typically in the 5 % range with the remainder
constituting various forms of debt. Management owns (or is given) a small portion of the equity
with the rest coming from a small group of equity investors. (LBO specialist firms/or venture
capitalists would provide the equity financing and raise the needed debt financing thru issuance
of high yield bonds).
Using debt and equity in its normal form would expose the financiers to huge incentive problems.
Aside from using several control features like negative pledges8 etc., the key has been two
innovations: first the use of vertical strip financing and second equity -kickers.
8 A negative pledge is a legal indenture requiring management not to take on any additional debt or any other
obligation.
16
Unlike traditional financing where equityholders own equity and debtholders the issued bonds. in
vertical strip financing ''Strips'' are issued instead to both debt and equityholders.
Each
stripholder is entitled to some portion of equity and debt. Since in an LBO, the proportion of equity
is very small compared to debt, the agency problems of debt would be accentuated- It is to avoid
this that vertical strip financing is used. Since everyone including management are stripholders
the problem of levered equity as call option and the moral hazard Problem is minimized. In fact
there will be no incentive or opportunity for management to 'appropriate' wealth from debtholders
to equity, since first there is no such division and second, as with everyone management too
holds strips. An important point to note about, vertical strip financing is that since a strip is part
equity and part debt, vertical strip financing is in many ways similar to Mudarabah. Recall that our
evaluation of Mudarabah in Part I showed Mudarabah to have the features of both debt and
equity.
If Vertical Strip Financing, an innovation aimed at reducing agency problems is similar in overall
structure to Mudarabah, why is it that the agency problems are much greater in Mudarabah?
This has to do with two key differences.
(i)
Debt has a
''bonding effect''9 in that the compulsory debt servicing requirements ''bind'' managers
to ensuring the constant generation of cash flows, thereby imposing discipline.
Because of the absence of any compulsory payments the bonding effect is missing in
Mudarabah.
(ii)
The second key difference lies in the ''equity'' portion of vertical strips. Conventional
equity represents a claim on all of a company 's assets. Mudarabah's claim on profits
are only applicable to the financed project not all assets. Thus, once again in vertical
strip financing unlike Mudarabah, management would have no incentive to transfer (or
siphon) wealth from one set of assets to another.
17
Equity Kickers
Equity Kickers are an innovationo that have become increasingly popular in transactions like
LBOs and in Venture Capital Financing.
sweeteners to investors in the high yield bonds issued. Typically an equity-kicker would be a
provision built into the financing contract that would be triggered by certain outcomes.
For
example, should management of the LBO firm be unable to meet debt payments within a
stipulated time, the contravention might trigger the equity-kicker. That is, management would
have to provide some predetermined percent of equity to the debtholders.
effectively reduces the amount
10
This penalty
The equity-kicker provision therefore has two major impact. It firstly ensures that management
(who own the equity) will be very careful and discipline in their decisions since any losses
incurred that might result in contravention would be costly to them directly. Second, financiers
especially debtholders need not be helpless in the face of value destruction by management.
With equity comes voting power and with sufficient equity the ability to replace boards and or top
management.
The Mudarabah arrangement proposed here attempts to use the underlying principles of vertical
strip and equity-kickers outlined above. Simply put, the one big difference between the proposed
arrangement and existing Mudarabah arrangements by Islamic Banks, would be the introduction
of an equity-kicker. Except for this difference everything else is the same. Yet, it will be evident
that with this one difference much of the agency problems can be reduced and Mudarabah can
be made more attractive for the financier.
Essentially, the proposed financing arrangement calls for the provision of an equity-kicker clause
whereby in the event of losses In the Mudarabah financed project, the Rab-Ul-Mal absorbs the
losses but is "reimbursed" for the amount of losses thru issuance of new equity by the Mudarib to
him. The total (accumulated) equity that the Rab-Ul-Mal receives in reimbursement would be
capped at a percentage equal to the proportion of Mudarabah financing value at the time of initial
10
Even if new equity is issued to debtholders, the resulting dilution would still be costly to existing equityholders.
18
financing. Though it may appear that with such reimbursement the Rab-Ul-Mal would still suffer
losses if the Mudarabah financed project turns out to be bad. Nor is he guaranteed any fixed
return.
To examine how this proposed Mudarabah arrangement will work, we work through the earlier
example. We will examine the returns to the equityholders of XYZ Corp. (borrowers) and the RabUl-Mal under the current Mudarabah arrangement and the proposed one. Recall that in the earlier
example, the value of the firm was initially $4.2 mil. (Since it is 100% equity financed, value of
equity is also $4.2 mil.). The company wants to -undertake a new project worth $1 mil.. It sets
aside $0.2 mil. of current equity to the new project and uses $0. 8 mil. of Mudarabah financing. To
this earlier example we now make two changes:
(1) We extend the life of the project to three years. (As opposed to one year)
(2) With extended life, to reduce the number of permutations, we have 3 possible economic
scenarios each year. (Instead of 5)
Finally, for clarity we only examine the new project, the company's current projects worth $4.0
mil. is held constant.
Table 6 below shows the three scenarios, their probabilities and the percentage return to new
project under each scenario.
Table 6
Scenario
Prob.
% Returns
.333
40
.333
20
.333
-20
Based on these percentage returns the mean return and std. deviation of the new project would
be 13.33% and 24.94% respectively. Since Mudarabah financing is SO.8 mil. and equity value Is
$4.2 mil; total firm value with new project would be $5 mil., Thus, the maximum reimbursement of
equity that the Rab-Ul-Mal could get, given our earlier rule would be capped at 16%. Figure 1, in
appendix shows the possible outcomes at the end of project life. Since there are 3 possible
scenarios per year, there would be a total 27 possible outcomes for project value at the end of
year 3. Notice that there are 7 outcomes under which end value of project would be lower than $1
19
mil, meaning a loss is incurred. It is under such outcomes that the proposed equity kicker will be
triggered. With the exception of these 7 loss making scenarios, there will be no difference in
returns to either- party under existing Mudarabah arrangements and the proposed one.
In order to determine the amount (or percent) of equity that would have to be given the Rab-UlMal two things would first have to be determined; (i) the end dollar- value of the project under
the scenario and (ii) the portion of the project's end value that will accrue to the 'borrowers' and
the Rab-Ul-Mal. Should the value accruing to the Rab-Ul-Mal be less than $0.8 mil, the equity
kicker will be triggered. The Mudarib will have to provide equity whose total current amount
equals the 'loss' to Rab-Ul-Mal. The first column of Table 9 and Table 10 show the portion of
project end value that will accrue to the borrowers and Rab-Ul-Mal under current Mudarabah
arrangement. These were derived as;11
) )]
.(5)12
VNRAB
, , VNi, and
as previously denoted
Table 7 shows the 7 scenarios under which the project's end value would be less than $1 mil, It
shows the portion that would go to Rab-Ul-Mal under current arrangement, the resulting shortfall
and therefore the amount of reimbursement, the resulting total firm value and the percent of total
equity that will have to be given to Rab-Ul-Mal under our proposed arrangement. Table 8 builds
upon Table 7 and shows the adjusted end project values that will accrue to Rab-Ul-Mal and the
borrowers. (Last 2 columns).
11
These are values determined under current Mudarabah arrangement. Following the determination of these values,
the amount of reimbursement is determined as the shortfall to the Rab-Ul-Mal, given his initial financing of $0.8
mil.
12
When VNi is < $1.0 mil., VNm = ; value of project to Mudarib will be $0.2 mil., since he takes no loss.
13
When VNi is < $1.0 mil., = 0, since Rab-Ul-Mal takes all losses. This is consistent with equations 3 and 4.
20
The last two columns of Tables 9 and 10 show the adjusted end dollar values accruing to each
party and the resulting percentage returns. The percentage returns to each party under the
current Mudarabah and the proposed arrangement makes an interesting comparison. Except for
the 7 scenarios under which adjustment is needed, the returns are the same under either
arrangement. The impact of the adjustment shows up on the overall mean return and std.
deviation of returns. Notice in Table 9 that for the borrowers, the mean return reduces (approx. 30
%) while the std. deviation increases (approx. 35 %). In Table 10, for the Rab-Ul-Mal, the mean
return under the proposed arrangement increases (by 55%) while std. deviation reduces by
Approx. 35%.
proposed arrangement is an effective transfer of benefits from the borrower to the financier.
That the Rab-UI-Mal's returns increased simultaneously with reduced risk (std. deviation) means
substantial increase in his utility in a risk-return framework.
PART IV:
Having described and examined how the proposed Mudarabah arrangement would work, we are
now ready to evaluate the proposal. The evaluation will be done in 3 ways, first, how does the
proposed Mudarabah compare with conventional equity and debt, second, does it solve the two
problems that were raised earlier (agency problems and disadvantage to financier) and third,
does it confirm with the Shariah?
A first factor in evaluating any financing technique should be applicability - that is, would it work?
As was mentioned earlier, equity kickers are used extensively in transactions like LBOs and
Venture Capital financing. Thus its functionality need not be doubted. Though clearly workable,
an Islamic bank might want to know if potential clients might still be interested in the proposed
form of Mudarabah. It will be evident from our subsequent discussion that eventhough the
proposed form provides advantages to the financier; it retains many of the inherent advantages of
Mudarabah to a borrower.
The proposed arrangement makes Mudarabah more congruent with conventional equity. For the
Rab-UI-Mal, the equity kicker provision enables him to have a "claim on all of the firms assets"
which is also "perpetual"; in the event of project losses. Furthermore, with the acquisition of
equity, the Rab-UI-Mal can influence the borrowing company in policy decisions - and to some
extent protect his interest. This is very much like a conventional equity holders position.
21
When we compare the proposed method to conventional debt financing, we see a number of
interesting features. The proposed arrangement has the "binding effect" of debt but without the
"leverage" effect. Debt is binding since borrowers must
bankruptcy and so incur personal loss. (Lose their employment). Our proposed Mudarabah has a
binding effect in that should there be losses, the equity kicker will be triggered and new equity has
to be issued to the Rab-UI-Mal. The issuance of new equity will have a dilution effect on the value
of equity. Management who normally also hold equity position will thus see their personal wealth
being eroded. Though there is this possibility of being hurt personally, the overall company's risk
does not increase. By risk here we mean the leverage impact and the risk of bankruptcy.
Unlike the case with debt, where an increase in debt increases the risk of bankruptcy, the
proposed arrangement does not increase the risk of bankruptcy. This is because in the event of
losses, it is equity that has to be given to the financier not debt service payments which are in
cash form. The issuance of new equity though hurtful to current equity holders does not impact
the firm s liquidity nor solvency in any way. If current management as equity holders stand to
lose, why should they want the new form of Mudarabah? While loss in personal wealth is
possible, the proposed Mudarabah is no more hurtful than an outright equity issue to finance the
new project.14 Thus, it will be no less attractive than equity financing.
We now turn to an evaluation of the proposed Mudarabah arrangement in terms of the two
problems that were isolated in Part II. To recap, the two underlying problems of current
Mudarabah arrangements were (i) it has more agency problems than conventional equity or debt
and (ii) that it is disadvantageous to the Rab-UI-Mal. We now ask whether in its proposed form,
the arrangement would be fairer to the financier and whether the agency problems would be
lower. The issue of fairness to the financier was addressed in Part III. Recall from Tables 9 and
10, that with equity-kickers, the Rab-UI-Mal's mean returns increased with a simultaneous
reduction in std. deviation. Thus, in a risk-return framework the Rab-Ul-Mal would indeed be
much better of under the proposed arrangement. In effect, he stands to get a higher return for
taking on less risk. This was achieved, through a 'reallocation' of returns from Mudarib to
Rab-UI-Mal and of risk from Rab-UI-Mal to Mudarib. There is no reason to doubt that the
Rab-UI-Mal would be better off under the proposed arrangement.
14
Even in the worst case scenario of 100% loss on the new project, the amount of equity that would have to be given
the Rab-Ul-Mal will not be any greater than the increase in equity, if equity financing had been used for the new
project.
22
In terms of agency problems it is logical that these problems will be much less under the new
arrangement. Recall that equity had two types of agency problems (a) increases in fringe benefit.
wastage and lack of cost control and (b) siphoning of profits/funds from some assets to others
(Mudarabah financed project to others). It was argued that this second problem would be much
more serious in existing Mudarabah. This had to do with incentive effects. Since the Rab-UI-Mal
had to absorb all loses it was always in the borrower's interest to allocate "more costs" to the
Mudarabah financed project.
Doing so would move profits away from the Mudarabah project to other assets whose profits
would not have to be shared However, with the provision for equity-kickers, it will make no sense
for rational borrowers to engage in such siphoning. Any losses incurred on the Mudarabah
financed project would mean giving away equity to Rab-UI-Mal equivalent in amount to the
losses. Since this is common equity, it will entitle the Rab-UI-Mal to a claim on all the assets,
including the one-. to which profits were moved to!.
The agency problems of debt are again in two forms. (i) Levered Equity as a call-option on the
firm and (ii) Moral Hazard. There are two equivalent ways to see how these problems will be
reduced under the proposed form. The fact that the Rab-Ul-Mal absorbs all loses was the cause
of the acute Moral Hazard problem. (The incentive to take on high risk projects). Once again, the
fact that if losses are incurred, new equity will have to be given to the Rab-Ul-Mal thereby causing
dilution and lower equity value (and personal losses) will act to discourage unnecessary risk
taking. Borrowers will clearly think much more carefully when investing in high risk projects. A
more rational risk averse behaviour will be the result. Yet, we need not worry about excessive risk
averseness since it will still be in their interest to undertake good viable projects. This is because
the borrower would be no worse off under the proposed Mudarabah then with conventional equity
financing. Thus, any project that is viable with conventional equity financing will be viable under
the proposed Mudarabah. In fact, such a project would be even more attractive since Mudarabah
provides leverage.
23
A second way of thinking about why the agency problem of debt will be less is to think in terms of
levered equity as call option. Recall the earlier argument that with levered equity the downside
risk is limited while upside potential is unlimited.15 In the example we had seen the maximum the
borrower could lose is the $0.2 mil. equity. However, notice in Table 9 under the proposed
arrangement that the total loss could be more than the $0.2 mil. For the seven loss scenarios of
that table, the end project value is actually negative. The negative value arises from the fact that
on top of loses, reimbursement is made to the financier. If one thinks in terms of a diagram, the
payoff is not cut-off to be horizontal at -$0.2 mil. but instead continues to slope downward beyond
-$0.2 mil. In essence, this makes the proposed Mudarabah more like equity. A thought that may
arise here is, is it fair to require reimbursement on top of the loss made by the investor
(borrower)? The answer is, it is as fair as equity financing is.
It is, Profit and Loss sharing in the true sense. Not only is the borrower able to share in the profits
but is also required to share in the losses! This is exactly as conventional equity is. Yet,
investment. in equity such as common stock is halal.
Given these arguments, it is quite clear that with the proposed Mudarabah arrangement, agency
problems will indeed be lower.
As final evaluation, we examine the proposed Mudarabah arrangement in the light of the Shariah.
To do so, we will examine the proposal in the light of the relevant Shariah injunctions. One of the
underlying principles of Islamic Financing is that returns should not be fixed or guaranteed. The
Rab-UI-Mal in the proposed Mudarabah does not in any way get fixed returns neither is there any
guarantee against losses. His returns are not fixed since they are tied to project end values. He is
not guaranteed against losses even with the proposed equity-kicker. In fact he will make losses if
the project makes losses - although it will be much less than under existing Mudarabah. The
reason he will make losses has to do with two factors, first, he is receiving new equity in a firm
whose value has fallen. (Because of the losses). Though 'compensated' for losses, he is getting
progressively more equity in a firm with reducing total value.16 The second reason for why losses
are still possible has to do with the fact that there is a cap on his maximum possible
reimbursement - in this case 16 %. To see how loss is still possible, let us take an extreme case;
suppose the $1 mil. invested in the new project ends up being $0.2 mil. at end of year 3, then the
15The maximum possible loss equals the total of equity but potential profit is unlimited.
16
This would not be the case if the reimbursement is in cash. But requiring cash reimbursement will make it no
different from conventional debt.
24
investment has resulted in a loss of $0.8 mil. The total value of firm is now $4.2 mil. since a loss
was incurred, the Rab-UI-Mal will have to be compensated to the tune of $0.8 mil. However, the
maximum equity that can be given him is 16% of total firm value. Thus, he would receive 16% of
the firm, which will be $0.67 mil.. worth of equity. As a result the Rab-UI-Mal stiil losses $0.13
mil.17
The Shariah also has injunctions against the interference in the business by the financier. By
interference here, it is meant getting involved in operational details. Under the proposed
arrangement though the Rab-Ul-Mal could end up owning equity in the firm, he need not be
interfering in the operations of the firm - in the same way that stockholders don't interfere. Should
there be cumulative losses and the Rab-Ul-Mal own a sizeable portion of equity, he would still
only be influencing policy decisions - not operational details. Thus, the proposed arrangement
cannot be considered to be in violation of the non interference injunction.
The one Shariah requirement that would not be met by the proposed arrangement is the
requirement that in Mudarabah, the financier should absorb all the losses. Any proposal that
seeks to overcome the problems of existing Mudarabah would invariably come up against this
injunction. In fact a case can be made that much of the agency problems and the preserve
incentives of Mudarabah arise due to this injunction. The underlying logic for why the Shariah
requires the financier to absorb all losses is that the borrower is deemed to have already suffered
losses. He has earned nothing from all his efforts and faces reputational damage, thus requiring
him to pay (even partly) for the losses would be to penalise him several times over.
Though this would make perfect sense in business settings of the old days, given today's widely
different business environment such a requirement could be the cause of widespread abuse. In
today's world of specialization, delegation, instant communication and legal anonymity, it will be
very difficult to make a case that a borrower especially a corporate one has "lost" sufficiently in
terms of expended effort that they should not be made responsible for losses.
17
16% of $4.2 mil. = $0.67 mil., thus loss to Rab-Ul-Mal is $0.8 mil. - $0.67 mil. = $0.13 mil..
25
CONCLUSION
This paper examined the problems underlying Mudarabah financing as currently practised.
Analysis from a finance theory viewpoint identified two major problems areas. A new financing
arrangement was proposed using equity-kickers to help overcome these problems. Though it is
shown that the proposal is workable in the contemporary environment, a number of weaknesses
remain. This proposed arrangement is by no means totally problem free. The metho~1 has a
number of weaknesses. First, the proposal will work better for Mudarib companies that are public
listed with their stocks being traded on an exchange. In determining percentage returns with
reimbursement, this is an implicit assumption. When dealing with non public listed companies,
problems with firm valuation and therefore the percentage of equity to be reimbursed could be a
problem.
Second, though losses would trigger equity-kickers, a Mudarib who minimizes the reported profits
in order to maximize his benefits could still get away. To check this, adjustable thresholds that
trigger the equity-kickers may be required. However, such additions could turn out to be overly
restrictive.
Finally, the fact remains that the proposed method does clash with the Shariah injunction that the
Rab-UI-Mal should absorb all losses. Accommodating this requirement while trying to overcome
the agency problems has thus far proven difficult. Perhaps this points to a possible direction for
future research.
26
REFERENCE
(1)
(2)
(3)
(4)
(5)
(6)
Jensen M.C. (1986 a), Agency Costs of Free Cash Flow, Corporate Finance, and
Takeovers" - The Modern Theory of Corporate Finance, McGraw Hill 1990.
(7)
(8)
(9)
(10)
(11)
Ziauddin Ahmad (1994), Islamic Banking: State of the Art". IDB - IRTI, Islamic
Economic Studies; Vol. 2, No. 1, Dec. 1994.
(12)
Zubair Hassan (1985), ' Determination of Profit and Loss Sharing Ratios in
Interestfree Business Finance". Journal of Research in Islamic Economics; Vol.
3, No. 1, 1985, pp. 13-29.
27
TABLE 7:
Scenario
No.
$ Ret. To
Rab.
Amt. To
Be
Reimbursed
Tot. Value
Of Firm
( + 4 mil )
% Equity
Given To
Rab.
(9)
0.7168 0.8
= 0.0832
4.89
1.7%
(18)
0.6144 0.8
= 0.1856
4.768
3.89%
(21)
0.7168 0.8
= 0.0832
4.896
1.7%
(24)
0.6144 0.8
= 0.185
4.768
3.89%
(25)
0.7168 0.8
= 0.0832
4.896
1.7%
(26)
0.6144 0.8
= 0.185
4.768
3.89%
(27)
0.4096 0.8
= 0.3904
4.512
8.65%
28
TABLE 8:
Total
Value Firm
+ 4 Mil.
Portion To
Rab. Under
Current
Mudarabah
% Reimb.
To
Rab-Ul-Mal
0.896
4.896 mil.
0.7168
1.7%
0.0832 mil.
0.8
End Value Of
Equity To
XYZ
Shareholders
Under
Proposed
Arrangement
4.096 mil.
(18) 0.768
4.768 mil.
0.6144
3.89%
0.1855 mil.
0.8
3.968 mil.
(21) 0.896
4.896 mil.
0.7168
1.7%
0.0832 mil.
0.8
4.096 mil.
(24) 0.768
4.768 mil.
0.6144
3.89%
0.1855 mil.
0.8
3.968 mil.
(25) 0.896
4.896 mil.
0.7168
1.7%
0.0832 mil.
0.8
4.096 mil.
(26) 0.768
4.768 mil.
0.6144
3.89%
0.1855 mil.
0.8
3.968 mil.
(27) 0.512
4.512 mil.
0.4096
8.65%
0.3904 mil.
0.8
3.712 mil.
End Value
of Proj.
(9)
$ Value
$ Valur To
of
Rab With
Reimbursement Reimbursement
29
TABLE 9
End $ Value of Equity and % Returns to Mudarib under Current and Proposed Mudarabah
Current Mudarabah Arrangement
Scenario
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
% Returns
665%
514%
216%
514%
386%
131%
216%
131%
-152%
514%
386%
131%
386%
277%
58%
131%
58%
-216%
216%
131%
-152%
131%
58%
-216%
-152%
-216%
-344%
Mean Return % = 140.81
Std. Dev. % = 258
30
TABLE 9
End $ Value of Equity and % Returns to Mudarib under Current and Proposed Mudarabah
Current Mudarabah Arrangement
Scenario
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
% Returns
52.33
40.56
17.04
40.54
30.48
10.33
17.04
10.33
0
40.56
30.48
10.33
30.48
21.84
4.56
10.33
4.56
0
17.04
10.33
0
17.04
4.56
0
0
0
0
Mean Return % = 15.58
Std. Dev. % = 15.07
31