This article examines the interaction between the restructuring process of a financially distressed firm and the behavior of its manager. We analyze a situation in which a bank decides to offer a renegotiation to a distressed firm, yet the manager is reluctant to implement a restructuring even when this would be efficient. We show that a combination of factors, including the bank's monitoring activity and managers' reputational concerns, can explain the reluctance of managers to accept a renegotiation. We analyze the optimal renegotiation o¤er in such a setting and derive some implications about the design of firms. Our model predictions about managers' behavior under reputational concerns are able to match important stylized empirical facts. In particular, Hotchkiss (1995) documents the failure to get distressed firms to provide disclosure statement and to efficiently restructure. While her explanation relates to the US bankruptcy design that allows management to make inefficient self-serving decisions, ours emphasizes managers' reputational concerns.
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