The Law and Economics of Costly Contracting

In most of the contract theory literature, contracting costsare assumed either to be high enough to preclude certain formsof contracting or low enough to permit any contract to be written.Similarly researchers usually treat renegotiation as eithercostless or prohibitively costly. This article addresses themiddle ground between these extremes, in which the costs ofcontracting and renegotiation can take intermediate values andthe contracting parties can themselves influence these costs.The context for our analysis is the canonical problem of inducingefficient relation-specific investment and efficient ex posttrade. Among our principle results are: (i) The efficiency andcomplexity of the initial contract are decreasing in the costto create a contract. Hence the best mechanism design contractscan be too costly to write. (ii) When parties use the simplercontract forms, they require renegotiation to capture ex postsurplus and to create efficient investment incentives. In somecases, parties want low renegotiation costs. More interestingis that, in other cases, parties have a strict preference formoderate renegotiation costs. (iii) The effect of contract lawon contract form is significant but has been overlooked. Inparticular, the law's interpretive rules raise the cost of enforcingcomplex contracts, and thus induce parties to use simple contracts.Worse, the law also lowers renegotiation costs, which furtherundermines complex contracts and is also inappropriate for someof the simpler contracts.     

Unforeseen Contingencies and Incomplete Contracts

We scrutinize the conceptual framework commonly used in the incomplete contract literature. This literature usually assumes that contractual incompleteness is due to the transaction costs of describing—or of even foreseeing—the possible states of nature in advance. We argue, however, that such transaction costs need not interfere with optimal contracting ( i.e. transaction costs need not be relevant ), provided that agents can probabilistically forecast their possible future payoffs (even if other aspects of the state of the nature cannot be forecast). In other words, all that is required for optimality is that agents be able to perform dynamic programming, an assumption always invoked by the incomplete contract literature. The foregoing optimality result holds very generally provided that parties can commit themselves not to renegotiate. Moreover, we point out that renegotiation may be hard to reconcile with a framework that otherwise presumes perfect rationality. However, even if renegotiation is allowed, the result still remains valid provided that parties are risk averse.     

Optimality and renegotiation in dynamic contracting

We characterize the optimal renegotiation-proof contract in a dynamic principal–agent model in which the type of the agent may change stochastically over time. We show that, under general conditions, the optimal contract with commitment is renegotiation proof even when type realizations are serially correlated. When the renegotiation-proofness constraint is binding, it is always optimal to partially screen the types by offering a menu of choices to the agent; and the distortion induced by the renegotiation-proofness constraint is non-decreasing in the persistence of types.     

Double moral hazard and renegotiation

We examine renegotiation in a double moral hazard model with an ex ante budget balancing constraint when both the principal and the agent are allowed to make a renegotiation offer even though the principal proposes an initial contract. Under a belief restriction, any perfect-Bayesian equilibrium leads to an allocation that is superior to the second-best allocation of the standard double moral hazard model without renegotiation. The result of this paper gives some reasons for the existence of intermediary organizations such as holding companies, law houses, consulting firms, investment banks or venture capital. The result can also provide the rationalization for a fund set up by a group of firms of the industry in which their product is legally required to be recyclable.     

Two Remarks on the Property-Rights Literature

We first point out that the recent property-rights literature is based on three assumptions: (1) that contracts are always subject to renegotiation; (2) that the exercise of a property right confers a private benefit and (3) that parties are risk-neutral. Building on Hart–Moore (1999), we provide conditions under which an optimal contract consists of nothing more than an assignment of property rights.
We also examine the robustness of some of the literature's standard predictions about asset ownership to the introduction of mechanisms for eliciting parties' ex post willingness to pay for the assets (such as options or financial markets). To illustrate the issue, we revisit the Hart–Moore (1990) proposition that joint ownership is suboptimal, and argue that ownership by a single party is dominated by joint ownership with put options.     

Bargaining and the observability of contractual commitments via third parties

This paper analyzes a two-stage model of bilateral bargaining where one of the agents has the option to delegate. A first approach is to assume that the contract between the agent and his representative is perfectly observable and can be renegotiated. Commitment effects arise although renegotiation is possible. Then, perfect observability of the contract is weakened to observe it with certain probability. Commitment effects as pure-strategy equilibria exist if this probability is sufficiently close to 1, in contrast to Bagwell's [1995] findings that imperfect observability undermines commitment. Considering the realistic case of the actual agreement between two parties being private information, the commitment value as equilibrium outcome disappears since having closed a renegotiation-proof contract offers costless self-insurance against strategic misunderstandings. The author is grateful for helpful comments from Vasco Santos, participants at the International Atlantic Economic Conference, October 7–10, 1999, Montreal, Canada, an anonymous referee, and David M. Aadland.     

Moral Hazard and Renegotiation with Multiple Agents

We investigate the effects of contract renegotiation in multi-agentsituations where risk-averse agents negotiate a contract offer to theprincipal after the agents observe a common, unverifiable perfect signalabout their actions. We show that renegotiation with multiple agentsreduces the cost of implementing any implementable action profile downto the first-best level, even though the principal cannot observe theagents' actions. Moreover, it is sufficient for the principal to use a"simple" initial contract, in the sense that it consists of nomore than a single sharing scheme for each agent and the total payments tothe agents are the same regardless of the realised state. An importantimplication is that decentralization, in the sense of delegated negotiationand proposals from the agents, can be as effective as centralized schemesthat utilize revelation mechanisms in unrestricted ways.     

Collusion and Renegotiation in a Principal–Supervisor–Agent Relationship

We describe a principal–supervisor–agent relationship in which agent and supervisor may collude. To prevent collusion, the principal may contract on a noisy signal which is correlated with the occurrence of collusion. When the signal is informative enough, the principal uses it and no collusion occurs in equilibrium. These contracts, however, are ex post inefficient and are only optimal if the principal can commit not to renegotiate. With renegotiation it is never optimal for the principal to prevent collusion and, at the same time, condition contracts on the signal. In fact, when the signal is informative enough collusion occurs in equilibrium.     

‘An Incomplete Contract Approach to Eurozone Fiscal Governance’ – Commitment vs. Flexibility

In this paper, we take an incomplete contract approach to Eurozone Fiscal Governance between the European Commission (EC) and any heavily debt member state, Greece in particular. Incomplete contract approach makes possible to put a long process of Eurozone Fiscal Governance into an extensive form game in which a renegotiation procedure is incorporated. We theoretically reveal the conflict of interests between the EC (Germany) and Greece over the Greek debt repayment plan proposed in 2015. We show that the Greek’s position is consistent with incomplete contract theory, but that the EC (Germany) does not allow the renegotiation for restructuring for growth-oriented debt repayment program proposed by the Greek government because the EC (Germany) judges that the commitment effect (on fiscal austerity) is greater than the flexibility one (pro-growth effect). This will undoubtedly provide a novel and interesting approach to Eurozone Fiscal Governance.     

On the Interplay of Hidden Action and Hidden Information in Simple Bilateral Trading Problems

A buyer and a seller can exchange one unit of an indivisible good. While producing the good, the seller can exert unobservable effort (hidden action). Then the buyer realizes whether his or her valuation is high or low, which stochastically depends upon the seller's effort level (hidden information). The parties are risk neutral—they can rule out renegotiation and write complete contracts. It is shown that the first best cannot be achieved whenever the ex post efficient trade decision is trivial. The second-best contract is characterized and an application of the model to the choice of risky projects is briefly discussed. Journal of Economic Literature Classification Numbers: C72, C78, D23, D82.     

Moral Hazard and Bargaining Power

Abstract. We introduce bargaining power in a moral hazard framework where parties are risk-neutral and the agent is financially constrained. We show that the same contract emerges if the concept of bargaining power is analyzed in either of the following three frameworks: in a standard principal–agent (P–A) framework by varying the agent's outside opportunity, in an alternating offer game, and in a generalized Nash-bargaining game. However, for sufficiently low levels of the agent's bargaining power, increasing it marginally does affect the equilibrium in the Nash-bargaining game, but not in the P–A model and in the alternating offer game.     

Contract Choice: Efficiency and Fairness in Revenue‐Sharing Contracts

We present a simple principal–agent experiment in which the principals are allowed to choose between a revenue‐sharing, a bonus, and a trust contract, to offer to an agent. Our findings suggest that a large majority of experimental subjects choose the revenue‐sharing contract. This choice turns out to be not only the most efficient but also, at the same time, fair. Overall, the distribution of earnings is only mildly skewed towards the principal. We conclude that, under revenue‐sharing contracts, concerns for fairness can be closely associated with the use of monetary incentives.     

On the Trade-off Between Work-related Training and Labor Mobility: The Role of Firing and Exit Costs

Within an incomplete-contract framework, we examine the consequences of contract renegotiation for contract design/enforcement and training market efficiency. Specifically, we show how the imposition of either firing costs or exit costs can bind together employers and employees in longer-lasting employment relationships that allow both agents to amortize their training investments. Nevertheless, the model implies that, although firing and exit costs provide institutional solutions to the training under-investment problem, this is achieved at the expense of allocative efficiency (efficient separations). Empirical evidence supports the existence of such a trade-off.revised version received July 23, 2003     

Communication in bargaining over decision rights

This paper develops a model of bargaining over decision rights between an uninformed principal and an informed but self-interested agent. We introduce two different bargaining mechanisms: tacit and explicit bargaining. In tacit bargaining, an uninformed principal makes a take-it-or-leave-it price offer to the agent, who then decides whether to accept or reject the offer. In the equilibrium of the game, the principal inefficiently screens out some agent types so that the agent's private information cannot be fully utilized when the decision is made. In explicit bargaining in which parties can communicate explicitly via cheap talk before tacit bargaining, however, an equilibrium with no such inefficient screening exists even when the conflict of interest is arbitrarily large. We also follow a mechanism design approach, showing that under certain conditions, explicit bargaining is an optimal bargaining mechanism that maximizes the joint surplus of the parties.     

Choices, situations, and happiness

This article explores some conceptual issues in the study of well-being using the traditional economic approach of inferring preferences solely from choice behavior. We argue that choice behavior alone can never reveal which situations make people better off, even with unlimited data and under the maintained hypothesis of 100% rational choice. Ancillary assumptions or additional forms of data such as happiness measures are always needed. With such ancillary assumptions and additional data, however, the use of revealed preference to study well-being can be significantly improved, so that the choices people make can jointly identify preferences, mistakes, and well-being.     

Default and Renegotiation in Financial Distress in the Multiple Bank Model: An Analysis of the Main Bank System

This paper explores whether the "main bank system" in Japan can be explained by a self-enforcing mechanism that motivates delegated monitorin g creditors to be committed not to execute inefficient liquidation even though all agents are risk-neutral. Using a multiple bank model, we specify a standard debt contract equilibrium in which the delegated monitoring creditor does not care about her reputation, and a main bank contract equilibrium in which the delegated monitoring creditor will attempt to honour the loan contract so as not to destroy her reputation. The results show that, under certain conditions, any equilibrium standard debt contract is dominated by an equilibrium main bank contract in which the debtor and the delegated monitoring creditor are strictly better off. Furthermore, the equilibrium main bank contract reflects the prominent features observed in actual bank loan contracts in Japan.
JEL Classification Numbers: D82, G21, G33, G34     

Complexity and Renegotiation: A Foundation for Incomplete Contracts

The paper considers a hold-up model where only one of n future trading opportunities will prove to be efficient, and where ex post renegotiation of the ex ante contract cannot be prevented. As the environment becomes more complex ( n →∞), the outcome under any message-contingent long-term contract converges to that of the "incomplete contracting" model where trade is contractible ex post , but not ex ante . When trades are costly to describe, both ex ante and ex post , the incomplete contracting result is extended to a broader class of environments.