Licensing and innovation with imperfect contract enforcement

Licensing promotes technology transfer and innovation, but enforcement of licensing contracts is often imperfect. We model contract enforcement as a game with perfect information but probabilistic enforcement and explore the implications of weak enforcement on the design of licensing contracts, the conduct of firms, and market performance. An upstream firm develops a technology that it can license to downstream firms using a fixed fee and a per‐unit royalty. Strictly positive per‐unit royalties maximize the licensor's profit if competition among licensees limits joint profits. With imperfect enforcement, the licensor lowers variable royalties to avoid cheating. Although imperfect contract enforcement reduces the profits of the licensor, weak enforcement lowers prices, increases downstream innovation, and in some circumstances can increase total economic welfare.     

Enforcement Releases,Firm Characteristics,and Earnings Quality: Insights from Germany's Two‐tiered Enforcement System

The implementation of a two‐tier external enforcement mechanism in Germany in 2004 permits the examination of the interrelationship of enforcement releases, firm characteristics, and earnings quality in a unique institutional framework. A total of 151 cases are examined where the announcement of errors in prior disclosed and audited financial statements was mandatorily ordered by the enforcement authority. Prior literature documents the correlation between underperformance in financial ratios and the probability of erroneous disclosure of financial statements. Evidence is provided of differences in characteristics between firms with enforcement releases and control firms as well as all German publicly listed firms. The research affirms the connection of financial ratios to earnings quality metrics. Overall, the results document the underperformance in important financial ratios as well as indicate an inferior earnings quality of firms subject to enforcement releases vis‐à‐vis the control groups. These results hold with regard to both different earnings quality specifications and different periods observed. This study adds to the earnings quality discussion and contributes to the development of a comprehensive picture of accounting quality in the unique institutional settings of Germany. The findings show that a conjoint two‐tier public and private enforcement system is effective and could be a model for consideration by other countries.     

Effective Control Rights in Vertical R&D Collaboration

Because of increasing technological complexity of new products, the manufacturers of final products more often seek access to external sources of knowledge at the early, market‐distant stages of innovation processes. However, they are confronted with a specifically high danger of moral hazard. Traditional management instruments fail to control that danger mainly for two reasons. First, the supplier activities are not transparent. Second, market‐distant R&D results are credence goods whose quality cannot be evaluated, not even ex post. It is the theory of incomplete contracts that solves the problem by allocating the so‐called control rights to the supplier. These rights primarily regulate the assignment of the intellectual property rights, the control of the R&D process, and the marketing of the final products that are based on the delivered R&D results. To date, we do not have any empirical evidence about the relative effectiveness of these control rights. Moreover, studies on incomplete contracts in R&D alliances only focused on the collaboration between biotechnology and pharmaceutical firms. Our study fills these gaps. On the basis of a sample of French and German R&D suppliers, we find that only enforceable intellectual property rights assigned to the supplier effectively control moral hazard. Copyright © 2011 John Wiley & Sons, Ltd.     

Aligning labour disputes with institutional,cultural and rational approach: evidence from East Asian-invested enterprises in China

This study examines the underlying critical factors, such as the institutional arrangements, working conditions, workforce composition, expatriate managers, and managerial style which influence the labour disputes in the East Asian-invested enterprises (EAIEs) in China. Throughout the process, we can determine which factors should be changed for better human resource management (HRM) practices. This research incorporates the survey data collected from the managers and factory workers working at 30 different firms invested from Taiwan, Korea, Hong Kong and Japan in the coastal cities from 2000 to 2001.

The results or findings demonstrate that the long work hours and less regulative managerial styles have significant and positive effects on the number of the labour disputes in the Hong Kong owned firms. Among the firms owned by Taiwan, the long work hours and their authoritarian managerial style have significant effects on the frequency of the labour disputes, while the lack of unionization has a diminishing effect on the labour disputes. The firms owned by Korea, on the other hand, often encounter frequent collective actions, organized by homogeneous local workforces and supported by the relatively high numbers of trade unions. Responding to the relatively strict enforcement of the labour laws and the institutional arrangements of the local governments in northern China, the firms owned by Korea tend to adopt the less regulative and less authoritarian managerial styles. Lastly, the firms owned by Japan experience the lowest number of the labour disputes when compared to their counterparts. The observance of the legal work hours and the regulative managerial style displays a significantly diminishing effect on the number of the labour disputes, although the higher level of institutionalization of the labour relations such as higher setting-up of trade unions somewhat positively contributes to the frequency of the labour disputes.

From the theoretical perspective, our exploratory model seems to exhibit the stronger explanatory ability when the institutional, cultural, and rational factors are taken into consideration. From the institutional perspective, it is imperative for local governments to reinforce the institutional arrangements through effective supervision and enforcement of the labour regulations and legislation. From the cultural perspective, foreign investors should enhance their inter-cultural understanding and localization to diminish the industrial conflicts in the workplaces in China. From the rational perspective, foreign-investors will face more labour disputes than they had before, if harsh working conditions, such as extension of the working hours, are enforced. It is also imperative for the workers to understand their rights and empower themselves to improve their working conditions.     

The path to outcome delivery: Interplay of service market strategy and open business models

Firms in a variety of manufacturing sectors as well as the software industry have increasingly embraced services alongside their product portfolios in order to improve financial performance. Yet, the key question “How do service market strategy change and the accompanying business model change interact, and how does their interplay affect value creation?” remains open. Relying on twelve case studies of firms that have shifted towards providing highly advanced services (e.g. outcome-based contracts), theoretical propositions concerning the interplay of market strategy and business model on value creation are derived. The firms studied report two interdependent changes: first, they evolve the market strategy from provision of pure products to provision of services and then outcomes, in order to achieve a better fit with customer needs and to grow their service businesses. Second, they rely increasingly on partners and suppliers to provide new activities that are outside their competence base. This 'open business model' allows them to grow their new service businesses effectively and efficiently. At the same time, however, the shift to a service market strategy requires enhanced accountability to customers and increases the threat of penalties in the case of failure, while reliance on partners and suppliers leads to loss of control over the activity system and increases the threat of failure due to third party dependency. Thus, this paper finds that the success of firms that shift to services and outcomes hinges on their ability to balance the trade-off between increased value (i.e. growth, efficiency and effectiveness) and increased uncertainty associated with service market strategy/open business model interplay.     

Creditor rights,financial health,and corporate investment efficiency

This paper analyzes the influence of creditor rights on investment efficiency and how firms’ financial health shapes this influence. Using time-series changes within a country and cross-country variations in creditor rights, I find that stronger protection of creditors improves investment efficiency in healthy firms but worsens it in distressed firms. The impact on investment efficiency operates more through changes in overinvestment than in underinvestment. Alternative proxies for creditor rights control for both contractual and enforcement rights. The results are robust to alternative model specifications and to controls for omitted variables.     

Enforcement Actions and Auditor Changes

In this paper, we examine whether the uncovering of erroneous financial statements by German enforcement agencies is related to subsequent auditor changes. We argue that enforcement actions are likely to reveal information about the client or its auditor, which might affect auditor choice by initiating an update of mutual expectations. Our empirical findings indicate that firms with erroneous financial statements indeed have an increased probability of subsequent auditor changes. Firms also tend to change from a non-Big4 auditor to a Big4 auditor in this situation, suggesting that clients increasingly seek the reputation and services of Big4 auditors. Big4 auditors in turn do not appear to refrain from taking over error-firms as new clients in the German setting, which is characterized by limited auditor liability. Additionally, auditor changes are more likely to occur before the public announcement of an error, indicating that firms take action as soon as the uncovering of an accounting error becomes sufficiently certain.     

Debt,equity, and information

Most firms issue financial assets such as debt or equity (e.g. bonds or stock) to outside investors. While these financial assets differ greatly in their characteristics, their diversity has received little attention in the literature. Filling this important gap in the literature, this paper views debt and equity as financial contracts, and asks why they are optimal instead of other financial contracts. By endogenizing the bankruptcy process, this paper shows how debt and equity arise as a consequence of an optimal allocation of cash-flow rights and monitoring rights, and how equity leads to dividend signaling.     

Court Intervention as a Governance Mechanism over CEO Pay: Evidence from the Citigroup Derivative Lawsuit

Abstract

We use an unanticipated court ruling in a lawsuit against Citigroup claiming corporate waste related to CEO pay to analyse court intervention as an alternative governance mechanism in cases of excess pay. We find a negative relation between announcement returns and excess pay, consistent with shareholders of these firms perceiving court intervention as net costly. However, we find a positive relation between announcement returns and excess pay accompanied by poor performance, suggesting that intervention is welcome when pay is more egregious. Finally, we find that firms with excess pay and whose shareholders welcome intervention reduce future pay relative to other firms, suggesting that the threat of court intervention is a potential mechanism to control excess pay.     

Termination and Coordination in Partnerships

It is common practice for firms to pool their expertise by forming partnerships such as joint ventures and strategic alliances. A central organization problem in such partnerships is that managers may behave noncooperatively in order to advance the interests of their parent firms. We ask whether contracts can be designed so that managers will maximize total profits. We characterize first best contracts for a variety of environments and show that efficiency imposes some restrictions on the ownership shares. In addition, we evaluate the performance of two termination contracts that are widely used in practice: the shotgun rule and price competition. We find that although these contracts do not achieve full efficiency, they both perform well. We provide insight into when each rule is more efficient.     

On the determinant of bank loan contracts: The roles of borrowers’ ownership and board structures

Given the worldwide economic importance of bank loan financing, we empirically investigate the roles of borrowers’ ownership and board structure in bank loan terms through a comprehensive dataset, which includes the complete history of individual bank loan contracts for firms publicly listed in the Taiwan Stock Exchange (TWSE). We find that firms with smaller deviation in shareholder voting and cash flow rights, larger non-retail shareholding, fewer shares pledged by the board of directors, independent directors, and firms without dual boards are more likely to borrow from banks at lower spread. In addition, good governance practices are also associated with larger loan size or longer loan period, suggesting that banks take into account borrowers’ governance practices when designing loan contracts. This fact is consistent with the agency cost and information risk explanations of Bhojraj and Sengupta (2003). Furthermore, this study uncovers that the beneficial effect of good governance practices on bank loan contracting is more pronounced in borrowers with high leverage and poor rating, which implies that the monitoring role of governance is more crucial in risky firms. Our findings are robust to the various characteristics of firms and loans.     

Structuration of precarious employment in economically constrained firms: the case of Dutch agriculture

Precarious employment practices such as short‐term contracts, low pay and lack of voice have undesired outcomes for workers, because these impede employees in their ethical rights to freedom, well‐being and equality. Still, precarious employment practice is common in sectors with restrained economic conditions, such as Dutch agriculture. However, in every restrained industry, examples of more socially responsible employment management are reported. The question why some firms develop more socially responsible employment systems when economic conditions predict the use of low cost, precarious employment systems is central in this article. Structuration theory provides a lens to understand how employers position their employment practice in the wider (institutionalised) social context. Insight in the reproduction circuits that link employers' actions with their social context (product, market, institutions and policies, demographics) can reveal where, at a sector level, change to avoid unethical employment practice could start.     

Locational Choices of Firms and Decentralized Environmental Policy with Various Instruments

Suppose there exists a federation with a given number of mobile firms generating waste emissions in the jurisdiction in which they locate. This paper demonstrates that if jurisdictions use emission taxes or marketable emission rights to control pollution within their boundaries and distribute the revenues captured by these instruments in a socially efficient way, firms locate efficiently, taking their pollution externalities into account. Decentralized environmental policy relying on direct controls, however, prevents locational efficiency of mobile firms. Furthermore, if jurisdictions are small, decentralized environmental policy with emission taxes and marketable pollution rights also support an efficient environmental quality, while a policy using direct controls sets too high emission standards.     

The Effect of Founding Family Influence on Firm Value and Corporate Governance

We examined a sample of 120 Norwegian, founding family controlled and non‐founding family controlled firms, to address two important research questions: (1) is founding family control associated with higher firm value; and (2) are there unique corporate governance conditions under which a founding family controlled firm can be more valuable? We find a positive association between founding family control and firm value for four alternative definitions of founding family control. We find that the association between founding family CEOs and firm value is stronger among younger firms, firms with smaller boards, and firms with a single class of shares. However, the impact of founding family directors on firm value is not affected by corporate governance conditions such as firm age, board independence, and number of share classes. We also find that the relation between founding family ownership and firm value is greater among older firms, firms with larger boards, and particularly when these firms have multiple classes of shares. Our results imply that founding family controlled firms are more valuable and governed differently than firms without such influence. Furthermore, our results also suggest that founding family CEOs can enhance firm performance when family influence does not create shareholder entrenchment or when their cash flow rights are more aligned with their control rights.     

Enforcement of Accounting Standards in Europe: Capital-Market-Based Evidence for the Two-Tier Mechanism in Germany

On the background of regulatory initiatives that mandate the establishment of comparable enforcement systems in EU jurisdictions to ascertain consistent and faithful application of IFRS, this paper provides capital-market-based evidence on investor reactions for one specific institutional set-up: the two-tier enforcement system in Germany. In operation since 2005, the German enforcement mechanism consists of a private body, the DPR, which investigates compliance of published financial reports of firms listed on a regulated market segment and, upon error findings, involves the German securities regulator BaFin, which on a second level enforces disclosure of these findings to establish adverse disclosure (‘name and shame’). For a sample of error findings published in the period 2005–2009, we investigate short- and long-term market reactions to error announcements. Results for abnormal returns, abnormal trading volumes and abnormal bid‐ask spreads indicate that these announcements represent new, negative information and suggest that, despite an enforcement environment that is categorised as weak in the extant literature, the activities of the DPR/BaFin seem to penalise infringing firms and thus provide potential deterrence. Multivariate analyses yield weak evidence that the magnitude of the market value discount is positively associated with the severity of the errors, with the threat of subsequent litigation and with cases in which firms disagreed with the error findings of the DPR.     

Performance compensation contracts and CEOs’ incentive to shift risk to debtholders: An empirical analysis

The paper investigates the relationships among CEO incentive contracts, manager ownership, charter value, and bank risk taking. We analyze whether the presence and magnitude of incentive contracts induce CEOs of financially distressed firms and firms with high manager ownership to take unprofitable risks that shift wealth from debtholders to equity holders. Our sample focuses on banks that had both the incentive and opportunity to shift risks, and compares them with those that did not. We compare weak and strong banks in periods when the banks’ principal creditor, the FDIC, was a lenient and then a stringent monitor. The evidence is consistent with bonus compensation inducing CEOs of financially weak firms to shift risk to debtholders only if they do not have large insider ownership. The evidence is also consistent with these contracts rewarding CEOs for their effort to manage unforeseeable risk albeit not their ability. Low charter value banks with high managerial ownership took profitable risk during the lenient regulatory period.     

法律制度、法律执行与上市公司破产重整效率——基于宝硕股份的案例研究

破产重整是危机企业解除财务危机的重要法定机制。本文基于执法经济学理论，以宝硕股份的破产重整事件为例，研究了新破产法实施后上市公司破产重整的经济效率。研究发现，虽然宝硕股份借助重整机制暂时避免了破产清算，但是重整活动却明显缺乏经济效率，新破产法在执行过程中偏离了原先的立法预期，相对落后的执法环境致使参与重整的利益相关方的目标函数和博弈行为发生异化，并最终导致重整的低效率。本文揭示了我国转型期相对落后的执法环境制约企业破产重整效率的典型作用路径。最后，本文提出了若干政策建议。     

Contract enforcement in the early transition of an unstable economy

How were contracts among firms enforced in the early phase of a transition economy when firms lacked experience with commercial contracts or legal procedures? What were their views of their new business environment? We interviewed a sample of Bulgarian firms, including private, state-owned and cooperative firms in 1994. Consistent with Williamson's [Williamson, O., 1994. Institutions of economic development and reform. In: Bruno, M., Pleskovic, B. (Eds.), Proceedings of the World Bank Annual Bank Conference on Development Economics, World Bank, Washington, DC, pp. 171–197] theories, complex contracts were quite limited, sometimes implying the breakdown of important markets, but we also found that even spot-market contracts had severe problems of bilateral dependency. Having been “burned” in previous transactions, firms were very cautious in dealing with new potential trading partners and tried to work closely with trustworthy counterparts. These results are consistent with Klein et al. [Klein, B., Crawford, R., Alchian, A., 1978. Vertical integration, appropriable rents, and the competitive contracting process. J. Law Econ. 21, 297–326] theory.     

A model of influence with a continuum of actions

We generalize a two-action (yes–no) model of influence to a framework in which every player has a continuum of actions, among which he has to choose one. We assume the set of actions to be an interval. Each player has an inclination to choose one of the actions. Due to the influence among players, the final decision of a player, i.e., his choice of one action, may be different from his original inclination. In particular, a coalition of players with the same inclination may influence another player with different inclination, and as a result of this influence, the decision of the player is closer to the inclination of the influencing coalition than his inclination was. We introduce a measure of such a positive influence of a coalition on a player. Several unanimous influence functions in this generalized framework are considered. Also the set of fixed points under a given influence function is analyzed. Furthermore, we study linear influence functions and discuss their convergence. For a linear unanimous function, we find necessary and sufficient conditions for the existence of the positive influence of a coalition on a player, and we calculate the value of the influence index. We also introduce a measure of a negative influence of a coalition on a player.     

Venture Capital Exit Rights

We investigate when and how venture capital contracts use exit rights such as drag‐along and tag‐along rights. Utilizing a data set of venture capital contracts from Germany, we find that almost all contracts allocate exit rights to the venture capitalist (VC) rather than to the entrepreneur. In our data set, the vast majority of exit rights deal with the sale of the entire company to a strategic investors rather than with initial public offerings (IPOs). We show that venture capital contracts include exit rights to mitigate potential hold‐up problems of the VC in the case of exit.