Accounting Information in Financial Contracting: The Incomplete Contract Theory Perspective

This paper reviews theoretical and empirical work on financial contracting that is relevant to accounting researchers. Its primary objective is to discuss how the use of accounting information in contracts enhances contracting efficiency and to suggest avenues for future research. We argue that incomplete contract theory broadens our understanding of both the role accounting information plays in contracting and the mechanisms through which efficiency gains are achieved. By discussing its rich theoretical implications, we expect incomplete contract theory to prove useful in motivating future research and in offering directions to advance our knowledge of how accounting information affects contract efficiency.     

CEO bonus compensation: the effects of missing analysts’ revenue forecasts

We investigate the incremental contract relevance of analysts’ revenue forecasts while controlling for earnings forecasts and find CEOs receive smaller bonuses when missing analysts’ annual and quarterly revenue expectations. Our results support the link between the value relevance of the revenue performance measure and the contract relevance of that measure. Further, we find revenue forecasts to be more contract relevant for CEOs of firms with high growth expectations, consistent with Rees and Sivaramakrishnan’s Contemp Acc Res 24(1):259–290, (2007) findings that growth firms receive a larger market penalty for missing revenue targets. Overall, our findings provide empirical support for the conjecture that compensation committees rely on information consistent with that conveyed in analysts’ revenue forecasts when contracting with management.     

Contracting for information under imperfect commitment

We study optimal contracting under imperfect commitment in a model with an uninformed principal and an informed agent. The principal can commit to pay the agent for his advice but retains decision‐making authority. Under an optimal contract, the principal should (i) never induce the agent to fully reveal what he knows—even though this is feasible—and (ii) never pay the agent for imprecise information. We compare optimal contracts under imperfect commitment to those under full commitment as well as to delegation schemes. We find that gains from contracting are greatest when the divergence in the preferences of the principal and the agent is moderate.     

Das Geschäftsmodell des selektiven Kontrahierens — Eine Analyse wertschöpfender Aktivitäten gesetzlicher Krankenkassen

By establishing Integrated Care sickness funds are introduced the possibilities of signing individual contracts with single or a group of health care providers (selective contracting). So far, this topic has been discussed a lot from the health care system’s point of view. The research presented in this paper however focuses on business aspects from a single sickness fund’s point of view. By selective contracting of providers a sickness fund creates additional value for insurants. Besides the traditional payer function this is especially done by pre-selecting quality-proved providers, stipulating diagnosis and therapy methods, stipulating guarantees and negotiating remunerations. Customer-orientation requires identification of the patient’s different needs and preferences. To satisfy those individually varying demands a sickness fund has to choose carefully its contract partners. A sickness fund’s success depends on the quality of its contracted providers. As selective contracting means that only a chosen number of providers will be contracted, value is created for those by mediating patients with the opportunity of raising both income and utilisation. The value creation by selective contracting can be summarized both for patients as well as for providers as a strong reduction of transaction costs.     

Costly contracting in a long‐term relationship

We examine a model of contracting where parties interact repeatedly and can contract at any point in time, but writing formal contracts is costly. A contract can describe the external environment and the parties' behavior in a more or less detailed way, and the cost of writing a contract is proportional to the amount of detail. We consider both formal (externally enforced) and informal (self‐enforcing) contracts. The presence of writing costs has important implications both for the optimal structure of formal contracts, particularly the tradeoff between contingent and spot contracting, and for the interaction between formal and informal contracting. Our model sheds light on these implications and generates a rich set of predictions about the determinants of the optimal mode of contracting.     

Hedging Equity-Linked Life Insurance Contracts

Abstract

This paper examines a portfolio of equity-linked life insurance contracts and determines risk-minimizing hedging strategies within a discrete-time setup. As a principal example, I consider the Cox-Ross-Rubinstein model and an equity-linked pure endowment contract under which the policyholder receives max(S_T , K) at time T if he or she is then alive, where S_T is the value of a stock index at the term T of the contract and K is a guarantee stipulated by the contract. In contrast to most of the existing literature, I view the contracts as contingent claims in an incomplete model and discuss the problem of choosing an optimality criterion for hedging strategies. The subsequent analysis leads to a comparison of the risk (measured by the variance of the insurer’s loss) inherent in equity-linked contracts in the two situations where the insurer applies the risk-minimizing strategy and the insurer does not hedge. The paper includes numerical results that can be used to quantify the effect of hedging and describe how this effect varies with the size of the insurance portfolio and assumptions concerning the mortality.     

A theory of delegated search for the best alternative

Searching for the best worker, a reliable supply alternative, or the most profitable investment is frequently delegated to an agent. This article develops a theory of delegated search. We show that the principal’s ability to delegate depends on the agent’s luck, her initial resources, and the contract that governs her search. With moral hazard, the optimal contract is characterized by performance deadlines with bonuses for early completion. If performance cannot be specified, the optimal search is implemented by an option‐to‐buy contract for the principal. If performance is partially specified, the optimal contract is a standard pay‐for‐performance arrangement.     

Leading indicator variables and managerial incentives in a dynamic agency setting

This paper studies, in a dynamic agency setting, how incentives and contractual efficiency are affected by leading indicators of firms’ future financial performance. In our two-period model, a leading indicator variable provides a noisy forecast of the uncertain return from the manager’s long-term effort, and both contracting parties cannot refrain from renegotiating contract terms based on updated information. We find that the leading indicator can reduce the manager’s long-term effort incentive, as it allows the firm owner to capture more of the resulting return through renegotiated wages (i.e., the manager is held up). By reducing the uncertainty about future aggregate cash flows, the leading indicator also exacerbates the “ratchet” effect and discourages the manager’s short-term effort. In equilibrium, as the leading indicator becomes more accurate in forecasting future cash flows, the first-period contract attaches higher explicit weights to both the forward-looking leading indicator and backward-looking cash flow, and yet the manager may find it optimal to reduce both the short- and long-term efforts. We further show that with a more accurate leading indicator variable, the explicit incentive on the lagging cash flow may increase more than that on the leading indicator, and the equilibrium firm profit may decrease and diverge from the manager’s equilibrium efforts.     

Efficiency out of disorder: Contested ownership in incomplete contracts

In many situations, irreconcilable disagreements between players lead to costly ownership disputes over assets—for example, in case of joint ownership. This article studies the role of such disputes in a situation where two players have to make a transaction‐specific investment and when contracts are incomplete. I show that potentially contested ownership may mitigate the inefficiency of investments due to the incompleteness of contracts generating an exchange surplus that comes closer to the first‐best surplus as compared to any other ex ante distribution of ownership typically discussed in the literature following the influential work by Grossman, Hart, and Moore. If the contest is an all‐pay auction, each player makes a transaction‐specific investment as if he or she owns the asset. This article can explain why shared ownership—as for example in equity joint ventures, family firms, start‐up partnerships, and so on—is an important part of today's corporate landscape.     

The efficiency of compensation contracting in China: Do better CEOs get better paid?

Over recent years, China adopted a number of ‘western-style’ reforms of corporate governance and executive compensation. We investigate whether boards of Chinese firms evaluate CEO ability and remunerate their CEOs accordingly, an essential tenet of efficient compensation contracting. Using Data Envelopment Analysis to measure CEO ability, we do not find any evidence that CEO ability matters in compensation contracting decisions—it does not lead to either higher pay, stronger pay-for-performance sensitivity, or a higher likelihood of equity grants. This is surprising, since we find evidence that higher ability CEOs achieve superior firm performance. In contrast, we find that powerful CEOs do not overperform, while they enjoy large abnormal pay. Overall, our results suggest that Chinese firms fail to embrace new corporate governance reforms and are unable to fully utilize the reforms’ benefits.

     

Managerial Incentives and Stock Price Manipulation

We present a rational expectations model of optimal executive compensation in a setting where managers are in a position to manipulate short‐term stock prices and the manipulation propensity is uncertain. We analyze the tradeoffs involved in conditioning pay on long‐ versus short‐term performance and show how manipulation, and investors' uncertainty about it, affects the equilibrium pay contract and the informativeness of prices. Firm and manager characteristics determine the optimal compensation scheme: the strength of incentives, the pay horizon, and the use of options. We consider how corporate governance and disclosure regulations can help create an environment that enables better contracting.     

Transparency in the Procurement of Public Works

The construction contract bonding system is used worldwide to protect the owner of a project against the risk of non-performance by the contractor. There is a close relationship between the construction contract bonding system and transparency in public works, which policy-makers and officials need to be more aware of. There are mainly three systems in use, which the authors have analysed in depth. Each of the three models has a different influence on transparency in public works: the ‘high penalty conditional model’ is considered the most functional model in improving transparency, the ‘low penalty unconditional model’ does not contribute very much to improving transparency, while the ‘substitute contractor model’ can lead to greater opportunities for corruption on the contractor's side.     

In Defense of Pay-as-You-Go (Paygo) Financing of Social Security

Abstract

Today’s proposals to create larger social security funds and then invest them in the private sector are intended to create more rapid economic growth, which would make it easier to pay social security benefits in the long run. These proposals are also aimed at enhancing intergenerational equity by making today’s workers pay for a greater proportion of their future benefits.

The important public policy issues inherent in such proposals are numerous: questions of whether prefunded social security plans are demographically immune; whether prefunding social security can increase gross national savings and worker productivity; whether there are better ways to create a healthy economy; whether social security is best offered as a defined-benefit plan or a defined-contribution plan. This paper explores each of these important public policy issues in the context of the social security systems of Canada and the U.S.     

CONTRACTING FOR VALUE: EVA AND THE ECONOMICS OF ORGANIZATIONS

EVA becomes more difficult to apply the farther down in the company you go, especially in organizations with more traditional “functional” designs. Because centralized functions are not independent self-contained entities with direct control over their own revenues, costs, and capital, the performance measures used to evaluate them are necessarily incomplete; they reveal only part of the picture. For example, Marketing may increase sales and operating income—the measures on which it is evaluated—but at the same time drive excessive use of capital in the Manufacturing plants. Manufacturing may reduce unit cost through long production runs, thereby minimizing changeovers and setups, but create excess inventory in the process. Costreducing measures could also lead to declining quality and customer satisfaction, ultimately eroding the company's reputation. In short, each critical function influences results in other parts of the company, and focusing only on activities under a manager's direct control can result in myopic and misleading measures of performance. In organizing key processes as internal EVA Centers, joint costs and benefits shared by different corporate functions or business units can be built into financial measures in a way that encourages collaboration. As one example, a firm can attempt to replicate market forces internally by requiring each marketing region to contract for capacity with the internal manufacturing group. In a traditional management system, Marketing reserves (and relinquishes) manufacturing capacity at no cost; the consequence is excessive demand for resources. An internal pricing mechanism that requires Marketing to pay a fee for capacity will force its managers to assess trade-offs as if it were contracting with an outside party. Such a system effectively requires that functional managers take a more company-wide view of their responsibilities. By including the cost of capital, it forces managers to define costs more carefully. By including the impacts on other functions, it also forces a broader definition of costs. And by using multi-year contracts among different divisions, the framework extends the time horizon over which costs and benefits matter.     

Subcontracting and competitive bidding on incomplete procurement contracts

This article examines the impact of incomplete contracts on subcontracting and the design of procurement auctions. I estimate the effect of ex post contract revisions on unit costs for both subcontracted and in‐house performed work items on bridge projects procured by the California Department of Transportation. I model a scoring auction showing how ex post revisions skew bidding decisions and estimate unit costs from bid data using the method of sieve estimation. The results highlight the cost implications of incomplete contracting frictions, subcontracting decisions, and bidding distortions. In conclusion, I propose alternative auction mechanisms that could improve outcomes.     

Public sector pay: Comparability,no‐strike agreements,and ‘pendular’ arbitration

Leaving aside the disputes, like the miners’ and the teachers’, that have flared into the open, there is evidence of growing resentment within the public sector at the Government's pay policy (see page 9). This paper, an edited version of a speech to the CIPFA annual conference in June this year, suggests a way forward for both public and private pay.     

Balanced Scorecards: A Relational Contract Approach

Reward systems based on balanced scorecards often connect pay to an index, that is, a weighted sum of multiple performance measures. We show that such an index contract may indeed be optimal if performance measures are nonverifiable so that the contracting parties must rely on self-enforcement. Under commonly invoked assumptions (including normally distributed measurements), we show that the weights in the index reflect a tradeoff between distortion and precision for the measures. The efficiency of the contract improves with higher precision of the index measure, because this strengthens incentives, and correlations between measurements may for this reason be beneficial. There is a caveat, however, because the index contract is not necessarily optimal for very precise measurements, although it is shown to be asymptotically optimal. We also consider hybrid measurements, and show that the principal may want to include verifiable performance measures in the relational index contract in order to improve incentives, and that this has noteworthy implications for the formal contract.     

Why do managers avoid EPS dilution? Evidence from debt–equity choice

Survey evidence reveals that managers prefer to avoid dilution of earnings per share (EPS), though financial theory suggests it is irrelevant in firm valuation. We explore contracting and behavioral explanations for this apparent paradox using a large sample of debt–equity issuers. We first provide evidence that firms with greater agency conflicts between managers and shareholders are more likely to use EPS as a performance measure in bonus contracts. After controlling for possible endogeneity related to compensation contract design, we find that managers are more likely to avoid earnings dilution when their bonus compensation explicitly depends upon EPS performance. This effect is increasing in the magnitude of bonus compensation for this subset of firms; we document no such associations for the firms that do not use EPS in setting bonus pay. Additional tests of firms’ speed of adjustment to target leverage ratios and firms’ debt conservatism levels indicate that explicitly rewarding executives on EPS performance helps to resolve underleveraging problems. We also find that clientele effects are associated with managers’ aversion to earnings dilution. Our findings provide a deeper understanding of the factors that underlie the use of accounting performance in compensation contracts and new evidence on the implications of the contracting role of accounting in firm decision-making.     

比较法视域下公司董事赔偿责任保险立法问题研究——基于日本第二次《公司法》修改的比较考察

D&O保险的立法问题是我国司法实践中一个亟需澄清的问题,同时亦是保险法学界关注较多的基础理论问题。本文通过考察D&O保险合同在公司治理中的价值,细致分析在2019年日本第二次《公司法》修改之际学界对D&O保险规则立法与否的争论及立法演进历程,并对增设D&O保险合同规定的初衷以及在决定该保险合同内容时的决策程序进行系统阐释。研究发现,增设D&O保险合同规定、明确公司有权全额负担保险费用,有助于提高管理层的风险承担水平和管理效率,进而促进企业创新。在探讨我国《公司法》是否应当构建D&O保险规则这一问题时,应注意到公司法上的补偿制度是D&O保险存在的前提。就D&O保险合同内容的信息披露问题,一方面,为防止公司费用无限地用于提升填补限额,可采披露D&O合同信息的手段;另一方面,就具体的信息披露事项,不可盲目“照搬”美国做法。     

Public finance foundation

Tight cash limits have continued to keep public sector pay under control. Though the Government may be pleased, their success is making it ever more difficult for public sector managers to recruit staff and use them more effectively.