Formal international contracts in the presence of cultural distance: An empirical analysis of biopharmaceutical alliances

Formal contracts are designed to manage the moral hazard issues and inherent risks that come with relationships between organizations. These contracts play an important role in nonequity international alliances, where greater cultural distance between the partners gives rise to more uncertainty in the relationship. At the same time, the contract is the outcome of a negotiation process, and this process is affected by the cultural distance between the partners. This article addresses whether cultural distance affects contract design and content. Rather than test an established model, we use an inductive approach to conduct a detailed empirical analysis of 135 two‐party international research‐and‐development contracts for clinical development in the biopharmaceutical industry. The results show that cultural distance wields complex effects on the contract and its content. They also indicate that a contract will be less detailed—with fewer monitoring clauses and a narrower definition of the collaborative scope—when the partnering firms operate in highly distant national cultures.     

A Recursive Protocol for Negotiating Contracts Under Non-monotonic Preference Structures

Negotiating contracts with multiple interdependent issues may yield non-monotonic preference spaces for the participating agents. These negotiations are specially challenging because of the complexity and dimension of the search space. Automated negotiation mechanisms designed and proven useful for monotonic utility spaces may fail in these negotiation scenarios. This paper presents a novel solution to the problem of automated multi-issue negotiations in the context of complex utility spaces. We seek to address the challenge of intractably large contract spaces and utility functions with multiple local optima in automated negotiation scenarios. A protocol for automated bilateral multi-attribute negotiation processes is proposed, in which the individual agents??preferences can be non-monotonic and discontinuous. The protocol is based on a recursive non-mediated bargaining mechanism, which involves two agents who simultaneously exchange proposals defined as regions within the negotiation space. An agreement on a region implies a new bargaining which is restricted to that region. This recursive process is governed by a set of rules which modulate the joint exploration of the negotiation space until an agreement is found or a deadline expires. The protocol is experimentally evaluated under monotonic and non-monotonic preference scenarios, confirming that the protocol is able to produce outcomes close to the Pareto frontier in acceptable negotiation time, outperforming previous approaches.     

The organization of relational contracts: The allocation of rights in franchising

Franchising contracts are designed to bring together two kinds of entrepreneurs, the franchiser and the franchisee, and to maintain their relationship in the long run. In contrast to standard exchange contracts in law, which are specifically designed to bring about the completion of an exchange efficiently, franchise contracts are designed to make it possible for the entrepreneurs to initiate, to maintain, and to eventually terminate their relationship without dispute. The research reported in this article is an attempt to see how the dual purpose of franchising contracts are achieved. The article first describes the internal organization of franchise contracts (what we called the micro-contractual aspects) and how different kinds of rights and obligations are allocated to accomplish these multiple ends. The second part of the article provides an empirical examination of 30 franchise contracts to see if the internal organization of the contracts influence both the expansion of the franchise operations through new franchises and the amount of dispute between the two sides of franchise contracts.Every franchise contract includes a set of provisions that define the commencement, termination, and ongoing operations of franchise relations. The internal organization of franchise contracts specifies what kinds of rights and obligations are distributed to the parties and the nature of this allocation within each domain of provisions. We argue that the commencement and termination aspects of franchise contracts are usually written in order to make the relationship between the parties clear, and the contingencies specific. In these provisions, the contract is written in discrete terms in which each party's rights and duties are specifically delineated. The contractual provisions dealing with the ongoing operations and the conduct of the parties, on the other hand, cannot be made specific because it is impossible to define all the future contingencies and possible business opportunities. Under these conditions, the contract is usually written in relational terms in which each party's rights and obligations are defined in terms of powers and liabilities towards each other rather than in terms of specific duties and rights.One critical consequence of writing contracts that include powers and liabilities, however, is that it may lead to disputes and undesirable conflict that are detrimental to the success of the franchise. In order to deal with these conflicts among the parties, the contract needs to specify conflict resolution mechanisms that are an integral part of franchise contracts.These general arguments are tested with the use of 30 randomly selected franchise contracts from a diverse set of businesses. Our results show that, indeed, different parts of franchise contracts allocate rights and obligations differently and the more relational a contract becomes the more likely that it would include various dispute resolution mechanisms. We also found that the success of a franchise contract, which is measured by the number of legal disputes it generates and the growth of franchised units, is influenced by the existence of relational provisions and the explicit dispute resolution mechanisms included in the contract.We recommend that franchise contracts should be written to make the commencement and termination aspect of the relationship as discrete as possible. The operations and conduct provisions of the contract, on the other hand, should be written in relational terms to give the parties the ability to respond to changes in business conditions without renegotiating the contract.It is usually the tendency on the part of franchise lawyers to write discrete contracts that attempt to specify every conceivable contingency to avoid future disputes. We argue here that a better strategy is to limit the discrete aspects of the contract to the commencement and termination clauses and to concentrate more on the dispute resolution mechanisms that can become an integral part of the contract. Thus, we also recommend that various dispute resolution mechanisms, such as franchisee associations, franchisee councils, and third party arbitration should be set up within the contract to address the possible disputes early on rather than to wait for potentially very costly court proceedings for both parties.     

内生性财务契约研究范式转换:从完备契约观到不完备契约观

现代公司财务契约理论研究范式经历了三次转换:由外生性的新古典完备财务契约范式转换为内生性的完备财务契约范式,再转换为内生性的不完备财务契约范式。而作为最新的研究范式,不完备财务契约研究也先后经历了静态控制权理论范式和动态控制权理论范式的演进。内生性不完备财务契约研究范式将交易费用、制度、产权、契约等因素正式纳入公司财务理论研究视野,弥补了传统财务理论研究范式内生的制度性缺失。该范式也大大促进了我国公司财务理论研究,为解决经济转型阶段我国公司尖锐的财务冲突提供了更合理的解释和指导思路。     

Why do contracts differ between venture capital types?

The main objective of the present paper is to investigate differences in the design of contracts between venture capitalists and their portfolio firms across venture capital (VC) types. By controlling for selection effects, we focus on contract design differences which reflect differences in corporate governance approaches across VC types. To address this issue, we use a unique, hand-collected German data set consisting of all contractual details of VC investments into 290 entrepreneurial firms in the period 1990–2004. By employing various matching procedures, we show that VC types differ in their corporate governance approach vis-à-vis their portfolio firms. It turns out that independent VCs, when compared to captive VCs, use significantly more contract mechanisms which induce active intervention.     

The moderating effect of interdependence on contracts in achieving equity versus efficiency in interfirm relationships

By associating the functions of contracts as safeguarding with equity or coordination with efficiency, this study explores the moderating effects of interdependence, operationalized as joint dependence and dependence asymmetry, on the relative salience and effectiveness of contracts in achieving equity versus efficiency in interfirm relationships. Analyzing the data from a sample of 355 retailers, the study finds that a higher contract complexity generates (1) steady gains in equity and increasing gains in efficiency as joint dependence strengthens and dependence asymmetry remains constant, suggesting a growing salience of the coordination function; and (2) increasing gains in equity and steady gains in efficiency as dependence asymmetry enlarges and joint dependence remains constant, reflecting a growing salience of the safeguarding function. By showing how interdependence moderates the relative effectiveness of contracts in achieving equity versus efficiency, the study enriches the literature on the complex and contingent roles of contracts in governing interfirm relationships.     

Unfair Consumer Contract Terms Under Macedonian Law: How the Old and the New Function in Practice

This article analyses the functioning in practice of the system of substantive regulation of unfair terms in consumer contracts, introduced into Macedonian law as part of the harmonization obligations of the EU accession process. Specifically, the article seeks to establish the possible reasons for the absence of substantial evidence of application of the rules on unfair contract terms in consumer contracts in Macedonian practice. In providing an explanation, the focus is on the transposition of the consumer acquis and the Unfair Contract Terms Directive into national law, the enforcement structure for consumer law, and the relationship with the pre-existing civil law. In sum, the inconsistencies and incompleteness of the transposition, the weak and complex enforcement structure, as well as the unsettled relationship with the already existing civil law rules on similar topics have all contributed to weaken the practical significance of the special law on unfair contract terms.     

How Do Franchise Contracts Evolve? A Study of Three German SMEs*

Although contracts are crucial for franchisors in managing relationships with franchisees, franchising research has not adequately investigated whether and how franchisors learn about effective contracts. This paper explores the evolution of formal contracts used by three German chains from the restaurant, hotel, and retailing industries. We describe the nature of learning involved in designing contracts in the sampled chains, and suggest reasons why contracts change over time. Despite the fact that drafting contracts with independent entrepreneurs is one of the important tasks the franchisor is rewarded for, we found that franchisors remain boundedly rational and therefore are unable to completely anticipate undesirable franchisee behavior and to incorporate suitable safeguards. We develop propositions to suggest that: (1) learning explains contract design capability better than does foresight, (2) a new management and the pursuit of uniformity lead to contract changes, and (3) the presence of an active franchisee council promotes the efficiency of the contract change process. We offer implications of our findings for theory, practice, and research.     

Promises to employees matter,self-identity too: Effects of psychological contract breach and older worker identity on violation and turnover intentions

This paper examines the employment relationship of older workers by studying the effects of psychological contract breach on psychological contract violation and turnover intentions. Despite an accumulating body of research calling for a multidimensional conceptualization of the psychological contract, the majority of studies adopt a unidimensional approach. Furthermore the literature on older worker psychological contracts is often limited to comparisons between age groups or different generations. This research addresses these gaps by using a multidimensional approach of breach and expands research by including older worker identity in the examination of older worker psychological contracts. This research contributes to the literature by identifying specific areas of the psychological contract that exert a direct effect on violation and an indirect effect on turnover intentions. A second contribution lies in the finding that older worker identity moderates the relationship between breach and violation for those areas. Implications for research and practice are discussed.     

Endogenous Market Structures in the Presence of a Socially Responsible Firm

We consider the endogenous selection of strategic contracts in an asymmetric duopoly with substitutable goods. the duopoly comprises a typical managerial firm with a sales delegation and a socially responsible firm (CSR firm) with a linear combination of social welfare and quantity as its managerial delegation contract. In particular, we examine how the equilibrium market structure changes from the case wthere both firms adopt sales delegation contracts to the case wthere one of the firms becomes a CSR firm, after the owners of the firms select their strategic contracts. We show that two market structures that are asymmetric with respect to their strategic contracts can become equilibrium market structures under the pure strategic contract class. Furthermore, we consider a unique mixed strategy equilibrium to examine how the risk domination between the two asymmetric equilibrium market structures affects equilibrium selection. there, we find that the competition wthere the firm with the sales delegation and the CSR firm have a price contract and a quantity contract, respectively, risk-dominates the competition wthere the firms have a quantity contract and a price contract, respectively. Finally, by deriving the order of social welfare among the four subgames, we show that the social incentive does not coincide with the private incentive in the robust equilibrium with respect to risk domination in the endogenous selection game of the strategic contracts of the asymmetric duopoly with the firm with a sales delegation and the CSR firm.     

MAXIMUM LIKELIHOOD ESTIMATION USING PRICE DATA OF THE DERIVATIVE CONTRACT

This article develops a general methodology that uses the observed prices of a derivative contract to compute maximum likelihood parameter estimates for an unobserved asset value process. the use of this estimation methodology is demonstrated in two applications: Vasicek's term structure model and deposit insurance pricing. This methodology can also be useful in the empirical analysis of complex financial contracts involving embedded options.     

论企业经济合同管理的现状与地位

市场经济是法治经济、契约经济,合同是商品经济的产物,是商品交换的法律表飙．形式,合同的成立必须以市场为前提。企业的经济往来主要通过合同形式进行,所以合同管理是企业经营管理的重要内容之一。它是一项综合性的工作,涉及企业经营管理的各方面,能否实施有效管理,是决定现代企业在市场竞争中成败的重要因素,完善的合同管理是企业健康运作的重要标志．是帮助企业在经营管理过程中控制成本、提高效益的重要手段。     

Ethical Issues in Outsourcing: The Case of Contract Medical Research and the Global Pharmaceutical Industry

The outsourcing of medical research has become a strategic imperative in the global pharmaceutical industry. Spurred by the challenges of competition, the need for speed in drug development, and increasing domestic costs, pharmaceutical companies across the globe continue to outsource critical parts of their value chain activities, namely contract clinical research and drug testing, to sponsors across the globe, typically into emerging markets. While it is clear that important ethical issues arise with this practice, unraveling moral responsibility and the allocation of responsibility is not so clear, considering that contracts, by their very definition transfer responsibility from the principal to the agent. This research provides a framework for exploring some of the ethical issues, including attributions of moral responsibility associated with Contract Medical Research. Using a theory of strategic and moral behavior, the research shows that both clients and sponsors in contract research have individual and collective responsibility to ensure that due care and diligence is exercised in the performance of clinical research. The research suggests some guidelines for stakeholder action.     

Revenue-sharing contracts across an extended supply chain

Revenue-sharing contracts have been heavily researched and promoted in the academic literature. However, despite some well-documented examples (e.g., the way Blockbuster and film studios were able to increase availability of the latest video releases in rental shops through a revenue-sharing contract), they seem to be much less prevalent in practice. A possible reason for this gap between theory and practice is that most academic research has focused on two-party contracts involving only one buyer and one supplier, while in reality, most supply chains consist of multiple stages. When there are several stages in the chain—as is the case for many extended, global supply chains—the traditional revenue-sharing contract is no longer optimal for the two contracting parties, as every other participant in the chain is able to leverage the revenue-sharing contract to its own advantage. Put another way, a revenue-sharing contract between only two parties is not incentive-compatible across all participants. Accordingly, we suggest that a revenue-sharing contract should involve all the supply chain partners, and propose a spanning revenue-sharing contract that accomplishes coordination and incentive-compatibility across the same.     

金融租赁合同的特殊性问题研究

金融租赁交易是我国改革开放以来，在经济活动中出现的新的交易形式，具有融资和融物的双重功能。金融租赁具有交易形式是三方交易、买卖合同为第三人创设权利、交易合同是非继续性契约和合同的租期比较长等特殊性。总结我国的金融租赁交易实践，合同法将金融租赁合同作为一个列名的分则合同进行了规定。金融租赁合同是融资立法中的重要内容，是金融租赁区别与传统租赁的重要方面。     

Promotion and Prevention Contracts in Distributor–Supplier Relationship Using Matched Dyadic Data

ABSTRACT

Purpose: This article aims to introduce and distinguish two features of contract design – prevention and promotion contracts – and compares their effects on opportunism within the distributor–supplier relationship. It also examines the moderating role of ex post contract enforcement strategies.

Methodology/approach: The authors test the proposed theoretical model by collecting matched data from distributors and suppliers in China. Moreover, partial least squares regression is used to analyze the data and test the hypothesis model.

Findings: The results show that a prevention contract leads the distributor to vigilantly avoid mistakes and punishments, thereby deterring him from behaving opportunistically. Alternatively, a promotion contract motivates the distributor to make an effort to attain potential long-run payoffs instead of short-term profits, subsequently restraining his opportunism. Overall, the promotion contract is more effective in curbing distributor opportunism than the prevention contract. In addition, the inhibitory effect of a prevention contract on opportunism is reinforced along with a severe contract enforcement strategy. By contrast, a promotion contract effectively mitigates opportunism with a swift contract enforcement strategy.

Originality/value/contribution: This study untangles two distinctive features of contract design – prevention-framed and promotion-framed contracts – and compares their effects on opportunism management. This study also provides a profound understanding of contract effectiveness by revealing the interaction effect between ex ante contract design and ex post contract enforcement.

Research implications: Researchers are encouraged to explore contract effectiveness from a framing perspective. In particular, ex post contract enforcement strategies should be included in research frameworks related to contract governance. Suggestions for further research on the effects of prevention and promotion contracts on different forms of opportunism are also proposed.

Practical implications: This article provides several insightful implications for managers in designing and enforcing contract in business-to-business marketing. Managers can strategically achieve control and motivation effects by consciously making framing decisions in the contract design, further curbing opportunistic behaviors. Moreover, managers can select a contract enforcement strategy in accordance with the contract type to maximize the effects of the specific contract.     

Antecedents and consequences of psychological contracts: Does organizational culture really matter?

Exploring the role of psychological contracts, this study proposes that different organizational cultures are associated with relational psychological contracts compared to transactional contracts while both types of contracts serve as mediators. While clan cultures positively impact relational contracts and are negatively associated with transactional contracts, hierarchical cultures have the reverse effect. In addition, psychological contract types mediate the two culture types' relationship to both organizational commitment and employee yearly earnings. In sum, clan cultures relate to more positive organizational outcomes than hierarchical cultures, a finding which as implications for future research and practice.     

Why the proposal of a complex contract may harm or foster a partner's trust

Extant literature suggests, but has not tested, explanations as to why the proposal of a complex contract, compared to a simple contract, may harm or foster a new business partner's trust. This paper uses qualitative interviews to confirm four explanations that the literature suggests and to identify an additional explanation that the literature has not considered. Then, the paper presents an experiment with scenarios in three countries to determine whether the explanations (mediators) prove relevant. Each of the explanations proved relevant in at least one of the countries. The findings demonstrate that (1) the mediators this paper tests are useful in explaining the effects of contract complexity on a partner's trust, and they suggest that (2) culture moderates how individuals interpret complex contracts and build trust. For future research, the mediation model this paper proposes provides a basis for detailed tests of relevant moderators.     

Liquidity supply and volatility: futures market evidence

This article examines the provision of liquidity in futures markets as price volatility changes. We find that customer trading costs do not increase with volatility. However, for three of the four contracts studied, the nature of liquidity supply changes with volatility. Specifically, for relatively inactive contracts, customers as a group trade more with each other and less with market makers, on higher volatility days. By contrast, for the most active contract, trading between customers and market makers increases with volatility. We also find that market makers' income per contract decreases with volatility for one of the least active contracts in our sample, but is not significantly affected by volatility for the other contracts. These results are consistent with the idea that, for high‐cost, inactive contracts, market makers react to temporary increases in volatility by raising their bid‐ask spreads significantly, and customers provide increased liquidity through standing limit orders. An implication of our results is that electronic systems, where market maker participation is not required, are able to supply adequate liquidity during volatile periods. © 2001 John Wiley & Sons, Inc. Jrl Fut Mark 21:1–17, 2001     

INCOMPLETE CONTRACTS MODELLING

Contractual incompleteness has been understood in the literature as the conditions under which contracts are insufficiently state contingent due to non‐observable and/or non‐verifiable states of the world. The term incomplete contracts has been used in different meanings: to denote both proper contractual incompleteness (in a complete contracts context) due to various types of information problems, which can be contractually solved through a suitably designed mechanism and a context (an incomplete contracting context) where ex ante states of nature that are too expensive to describe prevent a contractual mechanism being designed. We examine these significantly different interpretations in both methodological and formal terms. We argue that, as long as relationship‐specific investment conditions occur, an incomplete contracting context is an innovative paradigm to the extent that it permits analysis of issues that in a complete contract context cannot even be broached, namely the recognition of non‐contractible inefficiencies and the possibility of non‐contractual solutions to such inefficiencies.