Fair Value Accounting and Debt Contracting: Evidence from Adoption of SFAS 159

We examine how fair value accounting affects debt contract design, specifically the use and definition of financial covenants in private loan contracts. Using SFAS 159 adoption as our setting, we find that a small but significant proportion of loans (14.5%) modify covenant definitions to exclude the effects of SFAS 159 fair values. Only a limited number of these modifications exclude assets elected at fair value (less than 7%), while all exclude liabilities elected at fair value. Notably, we document that covenant definition modification is unassociated with ex ante fair value elections. We find that covenant definition modification positively varies with common incentive problems attributed to fair value accounting and negatively varies with benefits attributed to fair value accounting. Our results suggest that fair value accounting is not uniformly detrimental for debt contracting and fair value adjustments are included when they are most likely to improve performance measurement.     

Accounting and Competitive Tendering in UK Local Government: An Institutionalist Interpretation of the New Public Management

The paper applies institutional theory to analyse the changing role of accounting and contracting in UK local government as the compulsory competitive tendering (CCT) regime was extended to white-collar activities such as housing management, finance, legal services and information technology. Employing an organizational fields model, accounting changes were seen to be influenced by a combination of legal coercion, normative and competitive forces, the resistance and manipulation of the large local authorities together with the facticity of the new accounting and contracting regimes. The theoretical framework is applied to field-work carried out in a large metropolitan authority in the north of England where CCT methodologies directly affected housing management but not other services such as finance. Although resisting CCT for finance, the authority subsequently introduced a radical scheme of voluntary competitive tendering for selected finance processes. The paper examines how accounting and contracting may be adapted to emerging trends in the New Public Management associated with Best Value policies.     

New development: The application of incomplete contract theory to documenting Social Impact Bonds

ABSTRACT

Nobel laureate Oliver Hart’s work in developing a theory of incomplete contracting is relevant to explaining the evolution of the pay for success contracts that undergird Social Impact Bonds (SIBs). By its very nature, a pay for success contract that supports a SIB is likely to be functionally incomplete in that it is unable to describe and differentiate in the initial contract all relevant future states of the world in which the contract is to operate. Navigating this incomplete world can be particularly challenging when it comes to government contracting for quality outcomes in social services. Accordingly, Hart’s incomplete contracting framework can help us to think more clearly about how to document a pay for success contract that best supports a SIB transaction.     

The role of financial reporting in debt contracting and in stewardship

In this paper, I review the role that financial accounting plays in contracts aimed at mitigating agency problems between shareholders and managers and between shareholders and debtholders. The paper discusses the reasons why and how financial accounting numbers are used in debt and stewardship contracting. It further considers the effects of conservatism and fair-value accounting on the relevance of financial reports for contracting. The paper provides some key takeaways from academic literature for accounting practice and regulation.     

基金会计理论与我国政府会计改革

我国传统预算会计的基本目标是为了满足国家宏观经济管理对会计信息的需求,而未来的政府会计既要为政府制定政策、进行绩效评估提供信息,同时更要为纳税人提供有关整个政府财务的信息。因此,未来我国传统的预算会计模式需要借鉴国外经验,向政府会计模式转变。而要建立政府会计模式,必须明确基金会计的改革取向,推动我国政府会计的全面改革。     

财务会计模式的历史变迁:分析视角的考察

会计目标及实现这一目标的会计原则,规定着会计实务的主要方面,本文通过四个分析性模型从理论层面上对会计模式的历史变迁作了一个概括。完全且完美市场背景下的经济收益观是最早的会计模式。在市场不完全或不完美时,会计目标重新定位于提供决策有用的信息,提高会计数据的信息含量、更为相关可靠地计量企业的资产、负债,成为了会计政策选择理论上的标准。由于存在基于会计数据的不完全契约,会计契约观认为,减少可供选择的会计政策或硬化会计政策选择的标准,是降低契约(代理)成本的基本举措。     

Information Asymmetry and Dual Distribution in Franchise Networks

We examine whether a dual distribution system that uses both franchisor‐operated and franchisee‐operated outlets reduces a franchisor's information disadvantage when contracting with franchisee retailers. Using detailed qualitative and quantitative managerial data, we find persuasive evidence of the strategic use of performance information obtained from franchisor‐operated outlets to reduce information asymmetry and enhance contracting efficiency for franchisee‐operated outlets. We test whether the proximity of franchisor‐operated retail outlets to franchisee‐operated retail outlets reduces underpricing of quasi‐franchise contracts. Our results accord with the proposition that information asymmetry reduces contracting efficiency and are consistent with our prediction that a manufacturer can reduce intrinsic information asymmetry by maintaining franchisor‐operated outlets that are geographically proximate to the franchisee‐operated outlets, and that this improves the franchisor's pricing of franchising contracts. We conclude that dual distribution reduces the franchisor's information asymmetry and increases their contract pricing efficiency.     

Debt Maturity Structure and Accounting Conservatism

This study examines the association between debt maturity structure and accounting conservatism. Short‐maturity debt can mitigate agency costs of debt arising from information asymmetry and suboptimal investment problems inherent in debt financing. As such, debt‐contracting demand for accounting conservatism is expected to be lower in the presence of more short‐maturity debt. We find that short‐maturity debt is negatively associated with accounting conservatism. As firms could commit to more accounting conservatism to gain access to long‐maturity debt, we conduct lead‐lag tests of the direction of causality, and the results suggest that more short‐maturity debt leads to less conservative reporting, rather than the reverse. We also find the negative relation between short‐maturity debt and accounting conservatism is more pronounced among financially distressed firms, where ex ante severity of agency costs of debt are higher. Collectively, our results contribute to our understanding of the role of accounting conservatism in debt contracting and show how debt maturity, a key and pervasive feature of creditor protection in debt contracting, affects accounting conservatism.     

Dynamic Effects of Information Disclosure on Investment Efficiency

This paper studies how information disclosure affects investment efficiency and investor welfare in a dynamic setting in which a firm makes sequential investments to adjust its capital stock over time. We show that the effects of accounting disclosures on investment efficiency and investor welfare crucially depend on whether such disclosures convey information about the firm's future capital stock (i.e., balance sheet) or about its future operating cash flows (i.e., earnings). Specifically, investment efficiency and investor welfare unambiguously increase in the precision of disclosures that convey information about the future capital stock, since such disclosures mitigate the current owners' incentives to underinvest. In contrast, when accounting reports provide information about future cash flows, the firm can have incentives to either under‐ or overinvest depending on the precision of accounting reports and the expected growth in demand. For such disclosures, investment efficiency and investor welfare are maximized by an intermediate level of precision. The two types of accounting disclosures act as substitutes in that the precision of capital stock disclosures that maximizes investment efficiency (and investor welfare) decreases as cash flow disclosures become more informative and vice versa.     

A Real Effects Perspective to Accounting Measurement and Disclosure: Implications and Insights for Future Research

Accounting measurement and disclosure rules have a significant impact on the real decisions that firms make. In this essay, we provide an analytical framework to illustrate how such real effects arise. Using this framework, we examine three specific measurement issues that remain controversial: (1) How does the measurement of investments affect a firm's investment efficiency? (2) How does the measurement and disclosure of a firm's derivative transactions affect a firm's choice of intrinsic risk exposures, risk management strategy, and the incentive to speculate? (3) How could marking‐to‐market the asset portfolios of financial institutions generate procyclical real effects? We draw upon these real effects studies to generate sharper and novel insights that we believe are useful not only for the development of accounting standards, but also for guiding future empirical research.     

Contractibility and Transparency of Financial Statement Information Prepared Under IFRS: Evidence from Debt Contracts Around IFRS Adoption

We outline several properties of IFRS that potentially affect the contractibility or the transparency of financial statement information, and hence the use of that information in debt contracts. Those properties include the increased choice among accounting rules IFRS gives to managers, enhanced rule‐making uncertainty, and increased emphasis on fair value accounting. Consistent with reduced contractibility of IFRS financial statement information, we find a significant reduction in accounting‐based debt covenants following mandatory IFRS adoption. The reduction in accounting covenant use is associated with measures of the difference between prior domestic standards and IFRS. Because IFRS adoption changed financial reporting in many ways simultaneously, it is difficult to trace the decline in accounting covenant use to individual IFRS properties, though we report larger declines in accounting covenant use in banks, which have a higher proportion of assets and liabilities that are fair‐valued. Our findings are better explained by reduced contractibility than by increased transparency, which would predict reduced nonaccounting covenant use as well, whereas we observe increases. Overall, we conclude that IFRS rules sacrifice debt contracting usefulness to achieve other objectives, such as provision of accounting information relevant to valuation.     

Contracting on GAAP Changes: Large Sample Evidence

We explore revealed preferences for the contractual treatment of changes to GAAP in a large sample of private credit agreements issued by publicly held U.S. firms. We document a significant time‐trend toward excluding GAAP changes from the determination of covenant compliance over the period from 1994 to 2012. This trend is positively associated with proxies for standard setters’ shift in focus toward relevance and international accounting harmonization. At the firm level, borrowers facing higher uncertainty are more likely to write contracts that include GAAP changes, but these firms also show a more pronounced time‐trend toward excluding GAAP changes. While this evidence is broadly consistent with an efficiency role for GAAP changes in debt contracting, it is also consistent with a shift in standard setters’ focus offering a partial explanation of why fewer contracts rely on GAAP changes in 2012 than in 1994.     

Renegotiation of cash flow rights in the sale of VC-backed firms

Incomplete contracting theory suggests that venture capitalist (VC) cash flow rights, including liquidation preferences, could be subject to renegotiation. Using a hand-collected data set of sales of Silicon Valley firms, we find common shareholders do sometimes receive payment before VCs’ liquidation preferences are satisfied. However, such deviations from VCs' cash flow rights tend to be small. We also find that renegotiation is more likely when governance arrangements, including the firm's choice of corporate law, give common shareholders more power to impede the sale. Our study provides support for incomplete contracting theory, improves understanding of VC exits, and suggests that choice of corporate law matters in private firms.     

Banks’ Financial Reporting and Financial System Stability

The use of accounting measures and disclosures in banks’ contracts and regulation suggests that the quality of banks’ financial reporting is central to the efficacy of market discipline and nonmarket mechanisms in limiting banks’ development of debt and risk overhangs in economic good times and in mitigating the adverse consequences of those overhangs for the stability of the financial system in downturns. This essay examines how research on banks’ financial reporting, informed by the financial economics literature on banking, can generate insights about how to enhance the stability of the financial system. We begin with a foundational discussion of how aspects of banks’ accounting and disclosures may affect stability. We then evaluate representative papers in the empirical literature on banks’ financial reporting and stability, pointing out the research design issues that empirical accounting researchers need to confront to develop well‐specified tests able to generate reliably interpretable findings. To this end, we provide examples of settings amenable to addressing these issues. We conclude with considerations for accounting standard setters and financial system policy makers.     

Capital Versus Performance Covenants in Debt Contracts

Building on contract theory, we argue that financial covenants control the conflicts of interest between lenders and borrowers via two different mechanisms. Capital covenants control agency problems by aligning debt holder–shareholder interests. Performance covenants serve as trip wires that limit agency problems via the transfer of control to lenders in states where the value of their claim is at risk. Companies trade off these mechanisms. Capital covenants impose costly restrictions on the capital structure, while performance covenants require contractible accounting information to be available. Consistent with these arguments, we find that the use of performance covenants relative to capital covenants is positively associated with (1) the financial constraints of the borrower, (2) the extent to which accounting information portrays credit risk, (3) the likelihood of contract renegotiation, and (4) the presence of contractual restrictions on managerial actions. Our findings suggest that accounting‐based covenants can improve contracting efficiency in two different ways.     

Fraud Allegations and Government Contracting

This paper examines whether fraud allegations affect firms’ contracting with the government. Using a data set of whistleblower allegations brought under the False Claims Act against firms accused of defrauding the government, we find that federal agencies do not reduce the total dollar volume of contracts with accused firms; however, they substitute approximately 14% of the harder‐to‐monitor cost‐plus contracts for fixed‐price contracts. This effect is concentrated in the procurement of services and explained by contract and service substitution. Finally, we find that after the conclusion of the investigation, the government reduces the contract dollar volume by approximately 15% for cases that resulted in a settlement. Our findings indicate that contract‐design changes are used to mitigate uncertainty in suppliers’ reputation.     

政府会计环境与政府会计改革研究:回顾和展望

影响政府会计改革的环境因素问题是“政府会计国际比较研究”(CIGAR)中的重要命题。政府会计环境的变化是政府会计改革的动因,并且能有效地评价政府会计改革的可行性和可操作性。本文对这一领域相关研究文献进行归纳和分析,目的是勾勒出此类研究的框架,以明晰研究思路,更好地指导未来的研究。     

What determines stock option contract design?

We analyze the factors that drive exercise price policy for executive option plans (ESOPs) and their scope in a country where firms are not subject to the tax and accounting considerations that seem to have led to the dominance of at-the-money options in the US Our “unbounded” data for Finland provide us with an excellent opportunity to investigate whether contract design is consistent with compensation theory. Our findings are largely consistent with predictions from the optimal contracting literature. The size of the plan is negatively related to Tobin's Q and firm size and positively related to proxies for monitoring costs, which also influence the probability of launching premium ESOPs. Our results also show that the premium (out-of-the-moneyness) is negatively related to prior stock returns and cash flow-to-assets, which may be an indication of high-water mark contracting, or alternatively, of managerial power. Finally, we also find some support for a positive relation between the premium and the length of the vesting period when maturity is fixed, which indicates an effort to keep the incentives for management from falling over time.     

Is Investor Attention for Sale? The Role of Advertising in Financial Markets

Prior research documents capital market benefits of increased investor attention to accounting disclosures and media coverage; however, little is known about how investors and markets respond to attention‐grabbing events that reveal little nonpublic information. We use daily firm advertising data to test how advertisements, which are designed to attract consumers' attention, influence investors' attention and financial markets (i.e., spillover effects). Exploiting the fact that firms often advertise at weekly intervals, we use an instrumental variables approach to provide evidence that print ads, especially in business publications, trigger temporary spikes in investor attention. We further find that trading volume and quoted dollar depths increase on days with ads in a business publication. We contribute to research on how management choices influence firms' information environments, determinants and consequences of investor attention, and consequences of advertising for financial markets.