HD28 .MA 14 V-l ALFRED P. WORKING PAPER SLOAN SCHOOL OF MANAGEMENT Agency Problems, Financial Contracting, and Predation Patrick Bolton David Scharfstein WP# 1986-88 February 1988 MASSACHUSETTS INSTITUTE OF TECHNOLOGY 50 MEMORIAL DRIVE CAMBRIDGE, MASSACHUSETTS 02139 Agency Problems, Financial Contracting, and Predation Patrick Bolton David Scharfstein WP# 1986-88 February 1988 Agency Problems, Financial Contracting, and Predation by Patrick Bolton David Scharfstein' First Draft: October 1987 This Draft: February 1988 Department Harvard University and School of of Economics, Sloan Management, Massachusetts Institute of Technology, respectively. We are grateful for helpful comments from Jean Tirole and workshop participants at Harvard. Abstract present We in investors will rivals' theory financial problems performance a contracting. threaten not poor. is predation of This to and To provide encourages competition based mitigate further incentive financing competitors on if ensure to agency problems, the that firm's their performance is indeed poor. Thus, an optimal contract balances the conflicting goals predation may or of may deterring not occur predation in and equilibrium. providing Our theory incentives; of rational predation differs from existing theories which view predation as an attempt to convince model, rivals that remaining in the industry is unprofitable; it is common knowledge that in our production in each period is profitable. The analysis suggests that studying the interaction between the capital and product markets can provide useful organization and corporate finance. insights into both industrial 1. Introduction In problems in "long-purse" firms paper, this drive present we theory a "deep-pockets") their theory constrained? And, model attempt (which to is agency Although the existing theory is important Why questions. firms are financially even if firms are financially constrained, these constraints lifted under the threat of predation? We on financially constrained competitors out of business by begs it based in which cash-rich of predation, reducing their rivals' current cash flow. suggestive, predation Our work is closest in spirit to the financial contracting. (or of answer independent of emerge endogenously as questions. these In 2 Section in which interest) why aren't 2, we present a constraints financial way of mitigating incentive problems. a We argue that the commitment to terminate funding if the firm's performance is poor ensures that the firm will not divert resources to itself at the expense of investors. 3 This termination threat, however, Rivals competition. performance is poor. now have This incentive an increases the is costly in the presence of to ensure likelihood that the firm's that the firm's contract is terminated and induces premature exit. Section account. 3 In sensitivity of There are that the analyzes the optimal contract when this cost is taken into general, the the optimal response to predation is to lower performance of the refinancing decision to two ways of doing this. the the firm. One way is to increase the likelihood firm is refinanced if its performance is poor; the other is to lower the likelihood that the firm remains even if its performance is good. Both strategies reduce the benefit of predation by lowering the effect of predation on the likelihood of exit. each of these strategies is optimal. We identify conditions under which 2 There is between tradeoff a incentive problems; reducing the deterring predation sensitivity of the refinancing decision discourages predation, but exacerbates the incentive problem. the mitigating and Depending on importance of the incentive problem relative to the predation threat, the equilibrium optimal contract may or may not deter predation. conclude We these introductory three related literatures. predation. 4 to The first is the recent game -theoretic work on This literature shares with ours the feature that predation is rational. It differs, however, convince remarks by contrasting our paper in that predation is viewed as an attempt to rivals that it would be unprofitable to remain in the industry; predation changes rivals' beliefs about industry demand or the predator's costs. In there paper, our is common knowledge that production beliefs. Rather, each Thus, predation does period is a positive net present value investment. not work by changing rivals' in predation adversely affects the agency relationship between the firm and its creditors. A second related literature (although not explicitly about predation) is the work on the interaction between product-market competition and the Brander and Lewis capital market. the earliest papers. [1986] and Maksimovic [1985] are among They point out that the objective function of equity holders depends on the degree of leverage because equity holders receive only the residual above the fixed debt obligation. If managers maximize the value of equity, their marginal production incentives will then depend on the debt-to-equity ratio. Capital structure can therefore be used to induce managers equilibrium. a subset compete to of more agressively and so affects product-market The drawback of their work is that they restrict attention to feasible contracts were financial instruments. If the space expanded product -market equilibrium would, of feasible in general, be 3 very Our different. paper, derives contrast, in feasible of set the contracts from first principles and analyzes optimal contracts within that financial structure plays no role other in these papers, Furthermore, set. than through its effect on product -market strategy, whereas here, financial policy also affects moral hazard problems within the firm. Finally, basic our framework bears some resemblance Katz to [1987] which considers a contract-design problem between a principal and an agent in which the agent's performance both influences and is influenced by a third party. Although Katz's main application is to bargaining between an and a agent his third party, framework seems well-suited to analyze the interaction between product-market competition and the capital market. 2. Contracting without Predation There are two firms labelled A and B, who compete in periods At both beginning of each period, the firms incur a fixed cost, 1 and F. 2. The firms differ with respect to how they finance this cost. Firm A has a "deep pocket"; cost. it has internally generated funds which it can use to finance this "shallow pocket"; Firm B has a it has no working capital and must raise all funds from the capital market. The first step in analysis our is to characterize relationship between firm B and its sources of capital. contractual the We assume that there is one investor who makes a contract offer to firm B at the initial date 0, and that expected value. firm The accepts if capital for a market contract provides the assumption that the power may be unrealistic well -functioning B investor has firm issuing public with many competing all debt non-negative the or bargaining equity in investors. a However, young companies requiring venture-capital financing or older ones placing private debt or equity are likely to engage in explicit bargaining with 4 investors. In neither reality side has all the bargaining power; our assumption simply sharpens our results without affecting their essential character. Firm B's profit in each period is either the beginning of each period, with probability 6. n-, or jr2 where , < ^2 wi all players have common priors that For simplicity, the discount rate - tt At tti We assume zero. is . that the investment has positive net present value: Later, when + (1-6)7^2 Sn-^ IE it > F. we discuss the different implications of the model when TTi > We results < F and tt-, F. consider particular one generalize to other form of types of agency problem, agency problems. although our We have chosen to analyze this problem for its simplicity and the crispness of the results. Our discussion below details applicability of our results the to wide a variety of multi -period contracting problems. The agency problem we analyze stems from the impossibility of making the financing contract explicitly contingent on profit. There are two alternative interpretations underlying this assumption. One is that at the end of each period, profit is privately observed by the firm. The other is that while both the firm and creditor observe profit, it cannot be verified by the courts. In whenever a one ir-, investor at period model, < F. date the To see this, 1 if the investor would not TT.. in firm, the let R^ be the transfer from the firm to the manager reports that profit Assuming the firm is protected by limited liability, than invest R^^ is rr^^, i - 1,2. can be no greater Clearly, the firm will report the profit level which minimizes the Since R- < payments to the investor. receive at date If instead control is 1 , the most the investor can hope to < F. jt-, relationship lasts for two periods, the whether jtj the financing receives firm second the in investor can the period. The threat of not refinancing the firm in the second period if it defaults in the first, can be used to induce the firm to pay more than n-, in the first period. Formally, revelation game. of profit. its analyze we The problem as direct a terms of the contract are based on the firm's report the By contract-design the Revelation Principle, such a contract is perfectly general Suppose the investor gives first-period production. transfer at date 1 if the be the date to finance Finally, F. 2 firm F dollars at date above one-period model, the firm reports profits of investor gives second-period production. second- round financing the second period. in probability that the Let P1 As the firm has We »r- to let R- be the in the first period. the assume firm F dollars at that without insufficient funds to operate Below we show that this amounts to assuming that let R- finance in this the - ti < 7r2 be the transfer from the firm to the investor at date if the first-period report is n- and the second-period report is w It is clear from the argument for the one-period model that R^-i • -= R^o* the investor cannot make the second-period transfer depend on second-period profit because the firm would always report the profit level corresponding to the lower transfer. Thus, first-period reported profit -t- TT-i ; let R is w-. be the second-period transfer if the Limited liability implies R < w^ - R^ the second-period transfer can be no more than the surplus cash from 6 first period, the The ~ tt^ ^i pl^s the minimum profit in the second period, > contract maximizes the expected profits of the investor optimal subject to the following constraints: profit at dates 1 and (incentive compatibility); 2 not violate limited liability; (iii) (ii) its the contract does the firm opts to sign the contract at (individual rationality). Formally, the problem is the following: date (1) the firm truthfully reveals (i) maximize -F + + P^{R^-F)] + (1-5) [R2 + /92(R^-F)]. ^[R]^ (iSi.Ri.R^) subject to - R2 + /92(^-R (IC) TTj (LL) Ti > Ri- TT^ (IR) - R^ + ~ ^1 ^[Tr-j^ > R^, TT-j^ "*" > ^2 ~ ^1 ) "•" i Pi(^-^^)'. = 1,2; + (1-«)[t2 - R2 + ^2^'^"^^] ^ /9i('i--R''")] '^• The incentive-compatibility constraint (IC) ensures that when profit is high the firm does not report that profit is low. If profit is ^2, the firm receives some surplus in the first period if it reports n2< to however, report by setting tth , since /Si the since Ri < wi < n-, < ^2 ^^^ investor makes it costly for the firm firm generally receives surplus in the second period. Omitted constraint demonstrated from ensuring later this that that because at an optimum, formulation firm the this R2 > reports constraint tti, the is and hence rather tt-i is the incentive-compatibility not than binding. ^2 This • ^^ i^ follows firm could never meet its 7 first-period obligation. Note also that the firm truthfully reveals profit — R^o- in the second period because R-i Finally, observe that the limited- liability constraints (LL) imply that the individual-rationality constraint (IR) is not binding. remainder The of section this devoted is establishing to that investors will use the refinancing decision as part of an optimal incentive scheme. Analysis of the optimal contract is simplified by the following two lemmas Lemma 1 Constraint (IC) is binding. Lemma 2 An optimal contract sets both second-period transfers, R and R Lemma 1, contracting 2 equal to n^. , which we prove in the Appendix, Lemma problems. which 2, is prove also we standard feature of a in Appendix, the establishes that since there is no refinancing threat in the second period, the most the investor can receive from the firm at that time is the minimum profit level, Making tt-,. use these of observations, two maximization the problem simplifies to: (2) maximize -F + + ^2(1~^) R-|^ ('^~F) - ;9i[^F + (l-^)jr - subject to the limited-liability constraint, "^ Let (Rt, -k Pi, immediately that tt-. sign of e? + (l-^)7r - tt, (*) e? + {1-9)^ - TT^ ^2' . •= R-i > R • , i - 1,2. -^ -k R2 tt- tt-j^], denote and ^2 . > 0, If "" ^ • the optimal The values of contract. P-, It follows and R2 depend on the ;9i = and from (IC) and from (IC) contracts R2 , R2 = t; , It T]^. -= satisfy the also is reversed, if the inequality (*) straightforward is establish to - 1, fi-, that these limited-liability constraints and the omitted incentive constraint. The basic idea underlying this result is as follows. and ^2 " (IC) ^> Given Ri -= jr-i , implies r5 = ^T + (l-/90(^-7r,). The expression, is tt-tt-,, the firm's expected surplus in the second period given that the firm is refinanced. first period, firm reduces by (l-/3i) the A marginal surplus. this By reporting expected value of reporting reduction in n-,. rather than n-, in the the probability that it receives therefore fi-, it increases by Hence, 7r2 lowers rr-n-, by n—rr-, the the amount the investor can require the firm to pay when it reports profit of n2 in the first period. first-period profit is ^2 with probability 1-6, Since increase in expected profit to the investor from reducing (1-^ ) (tt-tt-, ) . The cost expected profit loss) (or to investor the forced to exit if first-period profit is It follows that R*) /3-]^ - 1 (resp. 0) tti of ^(tt-i-F) /9i is is the foregone when the firm is . if Alternatively, the pair less) than ^(tt-j-F). [^1. of reducing (or perhaps benefit) ^-i the (1-^) k {^-i, (tt-ttj^) -k R2 ) is greater (resp. is given by 11, n-^] if F < [ttj^ - (1-^)7^]/^ (0, tt) if F > [tt-j^ - (1-^)^]/^ - Both of these conditions are identical to the conditions implied by (*) If TT-i < F, the investor actually benefits by not refinancing the firm: in the second period, the investor only receives ttj^ and puts up F. Thus, 9 reducing unambiguously increases investor profit. p-i than F, greater however, second-period profit the of cost ^(tt-i-F), expected first-period profit of note that if met and will investor the outweigh will (1-9) (n—n-,) second-period profit of set - F, n-^ ^i is sufficiently benefit of the In this case, . F, although 0; •= n-, investor of foregoing expected the substantially greater than is not ir-, to If * increased — P-, But 1. condition (*) will investor the be foregoes this is offset by the greater first-period profit. we Finally, must determine earns non-negative profit. profit; transfer of a optimal) Clearly, if expected profit greater than can verify that [tt-^ of F such that the profit ;ri (1-6 )n]/ (2-6) + [n-, is is - If F tt-i -i- < the investor the investor earns positive > F, tt-, in each period is feasible and earns positive profit. investor's period n-, conditions under which the (although perhaps not - ^t F, 0, Thus, (l-^)(7r-F). - t and the R2 must be no F for the investor to invest at date 0. One + (l-e)T!]/(2-6) > [tt-^ - (l-6)7r]/6 so there is a range , firm operates in the first period but exits if first(This ttt. establishes that and (*) the non-negative profit condition can be met simultaneously.) The above results are summarized in the following proposition. Proposition + (l-6)n)/(2-e) (i) (ii) 2.1 . 1 : The investor invests at date Under this condition, R^^ -= tt-j^, pI - 1. rJ = ttj^ if F < (n^ - (l-e)n)/e; /9^ - 0, ff if R2 = Interpretation (-n-^ 0, if and only if F < P2 " 1- - (l-e)^)/e < F < (ttj^ -1- Furthermore, (l-^)^)/(2-5) . (n-, 10 The focus of this paper is on the contract described in case (ii) of Proposition In 1. that investor the case, uses threat the refinancing the firm as a way of mitigating incentive problems. only not model, payments are contingent but on performance, not of In this the firm's access to future capital is also explicitly contingent on performance. believe We that contract this captures important an feature of corporate -financing arrangements. In venture -capital financing, the venture capitalist almost never provides the entrepreneur with enough capital up front see to a new product from its early test-marketing stage to full- production. scale financing arrangements Initially, the Sahlman (See venture take the form capitalist of provides commitment". capital "staged enough money to financing fund to the the venture capitalist may on the firm's performance in this early stage, further finance Conditional firm's start-up needs like research and product development. provide venture- typical Instead, [1986].) and test-marketing, then full-scale production. There are at least two reasons why such contracts are used. they are a means turn out the to be venture Therefore, Second, staged staged of limiting the financier's exposure should the venture an unprofitable one. will First, be more financing financing willing Entrepreneurs who have confidence in to minimizes arrangements contracts accept problems enable of the of adverse venture this form. selection. capitalist to mitigate incentive problems that inevitably arise between entrepreneurs and financiers. The requirement that the firm return to the venture capitalist for further funding limits the extent to which management will pursue its own interests at the formalizes this idea. expense of the venture capitalist. Our model 11 The model applies to more than just venture capital. More generally, debt contracts requiring fixed repayments at fixed dates bear many of the same features of the contract described in case of the proposition. (ii) creditors will generally renew or extend existing If repayments are met, credit lines; otherwise, the debtor is denied access to further financing and the creditor receives all or part of the firm's assets. interpret We can debt obligation, value of resemblance tti and , If not, Gale to can be Hellwig and justified as [1985], optimal an by assets; otherwise, model, their An investor. the reports low profit, denied is Indeed, show who access further to our model bears some that contract. the contract optimal In standard a debt one-period their the the incentives. cost of consider fully if firm the reporting low profit paper optimal is the threat in our model, it of is In being the cost Our result is also similar to Stiglitz and Weiss termination Their that firm pays a fixed amount and is not monitored. of not being refinanced. that specifies the investor monitors the firm and confiscates all the monitored and having all assets confiscated; who firm meets its the creditor receives the entire debtor the If the profit is privately observed by the firm, but can be observed at a model, cost face value of debt. This is a standard debt contract. financing. contract the it is refinanced. firm, the as tt threat differs can from be our used in to two improve respects: first-period they do not contracts and they consider a different incentive problem, namely the choice of project riskiness. 2.2 Extensions Other Agency Problems. problem. in It is not The above model focuses on a particular agency the only type of agency problem, the simplest possible way. but it makes our point We believe that the refinancing threat is a 12 useful device incentive for how exhibits following example wide a variety basic this agency of idea extends problems. to the The familiar effort-elicitation model of agency. Suppose there periods two are of production and in each period the manager can "work hard" or "shirk". If the manager works hard, he increases the probability that profit is 7r2 rather than ir-,. Working hard reduces the manager's utility by some fixed amount. Managers are risk neutral and protected by limited liability. and The limited-liability constraint makes it infeasible to sell the entire firm to the manager (which is otherwise the optimal solution problem when moral -hazard the to manager the is risk neutral) To prevent the manager from shirking the manager must be rewarded for good and perfoirmance will be compensated excess in of his reservation Therefore the manager bears a utility cost if the firm is not utility. -refinanced. Moreover, when profit is manager who shirks if the creditor threatens not the low, than effect of who one refinance the firm threat will be this not does to since the greater on the probability of low profit is greater in the former case. Thus the threat of not refinancing the By using the refinancing threat, firm makes shirking more costly. investor is able greater induce to effort at lower cost. The the optimal contract resembles equity with the feature that if performance is poor the investor has the right to shut down the firm. In this sense the financing to preferred stock in which the holder of preferred stock is very similar is given control rights if certain dividend requirements are not met. Correlation agency models, (firm's) in Profits the principal profitability . In this (investor) (ability) over model, unlike many multi-period does not learn about the agent's time. Here gross profits are 13 identically and independently distributed. case where profits the serially correlated; are strengthened in this case. conditional first-period on correlation, Let E(7r|7r2) > jt and it /Sj^ is - 0, ^2 = ^1 " 1> , It positive is 1^2- Accordingly, it has serial straightforward to is the optimal contract is such E(7r|7r2). Other things being equal, more profitable for the investor to invest in the firm. The firm's 2 is now greater when first-period profit more to lose second-period surplus in period is > ir-^ ^^d R2 - our results are fact, there > E(7r|7rn). E(7r|7r2) ^^l- If tt^. establish that if 6F + (l-6)E(7r 1^2) that in be expected second-period profits E(7r|7r.) profits, extended to The model can be if it is not refinanced. This reduces its incentive to underreport profits and the investor can extract more rent from the firm in period Renegotiation this In . model, if ^-i = there 0, the firm exits when first-period profit is inefficiency; is efficient to continue operation. 1, after first-period profit of incentive 9 1. tear to up the is an even though it n-i It is natural to ask whether, is n-, realized, contract original at date two parties have the an a mutually > F, the most renegotiate and ex-post beneficial arrangement. Note that although it is efficient to produce because the investor can receive from the firm is be possible In contrast, Thus, if jti < F, it will not negotiate around the contractually specified inefficiency. to if the surplus of ttt. tt tt n-, > F, the investor and the firm will negotiate to share - F that is created when the firm operates. contract that originally specifies •k /3-i - , Therefore, a cannot be implemented ex-post. This implies that the most the investor can induce the firm to pay in each period is One might, tti since the threat of not refinancing the firm is not credible. however, argue that if the investor is long-lived with many 14 arrangements financial similar have may it an incentive to develop a reputation for not renegotiating contracts. Internal Finance the firm may be able generated funds. 712, The analysis so . the possibility ignores far finance second-period production with to second period the firm will be able to invest the difference in the may not be possible it F, second period. implies This prevent to raise to any capital; the If n-,. Thus, »r if »r2 - firm from producing in the that the most the firm to pay in the first period is able internally If the firm reports profit of wi, when in fact profit is between its earnings and its first-period payment, ^2 > that investor can require < n-, the the firm will not be the F, ti inability to discipline the firm ex post freezes the firm out of the capital market. This illustrates quite dramatically the effects of incentive problems created by Jensen "free-cash [1986] among flows" others inside the there that firm. may be It has been argued by substantial reducing the amount of internal financing by firms. benefits to Our model provides a simple example and formalization of this idea. Bargaining power. Power In . model, the the firm has all the bargaining Above, we discuss the circumstances under which this is reasonable. It is straightforward to show that if ir-, < F, assigning all the bargaining power to the firm does not change the results substantially. ^ie(0,l); that is, the firm will first-period profit is ir-i. bargaining power, then ;9t the firm nor the even though n-, > exit with positive probability In contrast, - ^2 ~ ^ ^"^ if its if wi > F and the firm has all the R^-R -F, i-1,2. investor has all the bargaining power, F. In this case, When neither in general ^i < 1 The basic character of our results is not sensitive to our assumptions on the bargaining game. 15 Capacity Expansion expansion parameter. profits amount contingent plan are n-, In )9jF. That the as the probability firm's first-period performance. firm is given funds to increase then the addition, expected profits increase by framework will also set ;9i < l§,,^] /92 as An . a Under this /S^Jr. but can be fi- contract optimal If capacity by an interpretation there is no longer the constraint ^-£[0,1], assumed to lie in some interval capacity- a is fis investor commits to a staged capital- the is, on fi^ interpretation is that An alternative of refinancing. expansion We have so far interpreted . this in way of inducing the firm to reveal profits truthfully. 3. Predation and the Optimal Contract In this section we model explicitly the interaction between the firm's financial assume policy that product-market and firm A competition. discussed above, As we financed with internally generated funds and that is firm B must raise funds from the capital market. suppose the investor and firm B do not take into account the To begin, existence of firm A when designing an optimal financial contract. That is, they take the contracting stochastic process. described in Section In 2. structure this case, profits of financial the as exogenous contract will to be the as Consider the case where firm B is forced to shut down when its first-period profit is low. (This is case (ii) of Proposition 1.) This opens up the possibility of predation by firm A. take actions If firm A can its advertising expenditure) that lower firm B's expected first-period profit, then it can (such as reducing its price or increasing increase the probability that firm B exits. Firm A will engage in predatory behavior if the costs of taking such actions are outweighed by the expected benefits of acquiring a monopoly position. 16 We model predation as follows: from for a cost c > 0, firm A can increase to n the probability that firm B earns low profit, 6 in period 1. n-,, If firm B exits, firm A becomes a monopolist and its second-period expected profits are n profits are If instead firm B remains in the market, firm A's expected . jt . given the contract Thus, benefits of predation are i^Jl-e)(n'^-n^) (^i-6) for any firm A will prey if (^2 , ^2 " 1 > « ) (tt^-tt^) , if A < 1. financial contract of firm B, ' /S^) (/J-^) (t^-t^) > c or {;9-i, investors firm of B ignore Ri > A. ()92-/3^) the benefits of predation depend on firm B's financial contract. when the expected the It will choose to prey provided ). > c, or defining A ^ c/(/i- More generally, R2), (n^-n - p-, , • Here, Note that possibility of predation, the /So they maximize the benefit of predation to firm A, since Pj ~ P\ i^ largest when = ^2 arid 1 maximizes = /Si . incentive the contract The to that To prey. minimizes make the agency analysis problems interesting, also we assume for the remainder of the paper that the parameters are such that if y92 ~ 1 To arid /9i - 0, analyze it is optimal to prey, the effect of the i.e. A < 1. contract financial on product-market equilibrium we need to make two further informational assumptions. First, we assume that the predatory action by firm A is not observable by a court. This is a reasonable assumption in view of the difficulties legal scholars and economists have encountered in defining predation. Given that predation is not verifiable by a court, the contract between firm B and its creditors cannot be made contingent on the predatory action of firm A. Notice that we do allow for the possibility that firm B and its investors can observe firm A's predatory actions. This distinguishes our model from explanations of predation which rely on signaling (Milgrom and Roberts [1982]) or signal jamming (Fudenberg and Tirole [1986]). 17 Our second informational assumption concerns the observability by firm A of the contract between firm B and its observe the contract, i.e., reducing the difference between the investor reduces the gains from predation. (^2 ~ ^l) predation is deterred. ~ commitment of "" fi\ the predator can then the investor can use the contract to influence first-period profit, setting ^2 If By reducing the sensitivity of the refinancing decision firm A's actions. to investors. ^> • For small enough values of firm B a from which to finance resources ^i In the extreme, predation is deterred by investor gives ^^^ ^""^ fij "deep pocket", investment. The i.e. a assumption that the contract is observable implies that the contracting parties cannot secretly renegotiate Commission requires their financial no their that all contract. Securities The disclosure requirement. Exchange publicly-held firms disclose information on In privately-held companies, structure. and however, it may be more For such firms, there is reasonable to We therefore consider assume that financial contracts cannot be observed. the two cases of observable and unobservable contracts. 3 . Observable Contracts 1 If contracts are observable, the investor can ensure that predation will not take place by writing a contract that satisfies the following "no- predation constraint" (y92-^l)(/i-5)(7r"'-7r'^) That the is, investor can < c , or deter predation by making sensitive to firm B's performance. As discussed earlier, this has is to give firm B a deep pocket; ^2 often been suggested as a rational "" ^i ~ 1 response • the contract less one way of doing Although this solution to predation, we argue 18 below that it ignores an important cost of such a policy, namely the effect of guaranteed financing on the firm's incentives. To determine the efficient contractual response to predation, we first analyze the optimal contract that deters predation. contract to the optimal contract given predation. We then compare this The investor chooses the contract with the higher payoff, provided it earns non-negative profit. The optimal predation-deterring contract solves the following program: max -F + ^[R^ + ^^(w^-F)] + (1-<?)[R2 + fi2^''l-^^^ > subject to (IC) TTj - R2 + ^2'^^"^!^ > (LL) 'fi ^ Ri (NPC) (^2-^l> - ^• This Section 2 - ?r2 Rj^ + fii(n-n-^), .1=1,2, maximization problem is identical to the problem analyzed in except for the constraint (NPC) which ensures that no predation Note that predation would never occur in the occurs in the first period. second period, since it is the last period. As shown in Proposition 1, if ^F + (l-^)7r < tt^ < , ^2 ~ /^j^ = 1 . This contract will also be the optimal predation-deterring contract because firm A will not prey under these circumstances. + (l-d)n > TT-j^ > solution is ^2 = violated. /32 the !• ^1 = the f*- (NPC) constraint is the ignored, optimal Firm A will prey and the (NPC) constraint is This implies that at an optimum the constraint must be binding: - ^1 = A. fact If 0. The interesting case is when ^F The remainder of the analysis focuses on this case. that ^2 ~ P\ "^ ^ ^"'i '^he observation that R-^ " "^l > Using ^^^ binding 19 (IC) constraint becomes R2 into the objective function, -F + max Aw + •= Substituting these equalities (1-A)7ri. the maximization problem becomes: + A(l-^)(w-F), fi-^(n-^-F) where the restrictions that ^2 ~ ~ ^> P2 - ^' fi\ ^"*^ /5t < imply 1 /9i < 1-A. The following proposition now follows easily. Proposition 2 If : it optimal is sign to * * contract, and if inequality (*) holds, ^i ~ fi If (i) profits are (ii) 2(7r-[^-F) If profits are < TTi ttj^ then > F, 7r-| = 1-A and fi-i + A[5F + F, then - (l-5)7r = yS-, - F + (l-^)A(7r-F) n-^] and (when give firm the a tt-, > F) (partial) probability) to continue reduces incentive the investor; rather for "shallow + (l-A)n-, < n. The investor's expected . . /So = The A. investor's expected 2 differ fundamentally. deep pocket. By committing This comes + (1-A)7r, < (when pocket", the < F) tt-. , opposite to leave (with positive the at a positive investor cost to the high, the is jr. the optimal contract is to give the of a deep probability) if Rather pocket. committing not to exit when first-period profit is low, commit (with even when profit is low, firm A to prey. AJr In the optimal predation-deterring strategy is to than receiving n when first period profit In the second case a - Att . operation, investor now receives only firm the , 1 -= /So The two cases discussed in Proposition first case Ro ~ 1 predation-deterring a profit it is is than optimal to high. This reduces the benefit of predation because there is now a greater probability that the firm will exit even if firm A does not prey. 20 These different responses to predation can be understood as follows. A marginal reduction in ^2 ^^^ increase in have the same effect on the ^-i constraint and the same effect on the (IC) constraint. (NPC) But raising or reducing the likelihood of refinancing implies that the investor is more or less likely to get tti - F in the second period. Investor increases if n-^ Section In 2 0-,; if TTi it is that we can commitment a if ix-, > F, the the investor decreases Pj- interpret to scale a The implication of Proposition second period. is that F, argued we expansion parameter; < Thus, 2 fi- of as a capacity- operation in the under this interpretation < F it is optimal to deter predation by committing to expand less when first-period profit is high. If n-, > F, the optimal predation- deterring strategy is to commit to more aggressive expansion even if the firm does poorly in the first period. It remains deterring an open question whether it is optimal to sign predation- contracts. The benefit probability of low profit is < 1 so < m- 6 of deterring predation is The cost is that ^2 ~ ^i that the i^ equal to A that the investor can extract less surplus from the firm. Whether the benefits of deterring predation outweigh the costs depends on a number of factors; there is no crisp characterization of when it is optimal to deter predation. Inspection of the investor's payoffs reveals that it will be optimal to deter predation provided (i) (ii) (l-fi)A > 1-n A(^F + if il-6)7t-n-^) where recall that A = JTj^ > c/(7r"'-?r < F; (/iF + (l-fi)n-n-^) )(/i-5) if is itself a n-^ > F, function of A number of comparative statics follow easily. /i and 6. 21 An increase (i) in benefit of predation, cost of predation, the - n n c, and a decrease in the make predation deterrence more attractive. , This is because the costs of predation deterrence decline; ^So - need not fi-\ be reduced by as much to deter predation. since predation, extreme the In (ii) this case would where require c - 0, setting fin it never " P\ pays to which has deter extreme negative incentive effects. (iii) If /i - 1, it always pays to deter predation, since otherwise the firm would always earn low profit. To complete the analysis, the if firm is to produce at all, profitable of the two contracts must earn non-negative profit. of whether the yield will contract deters predation or not, optimal expected lower profit for investor. the If the more Regardless both contracts tti < this F, reduction in profit may be large enough to prevent entry altogether. Thus, it is possible that the threat of predation upon entry can prevent the firm entering from in the first place, even if ex-post optimal the contract between firm B and its investor is such that predation is deterred. 3 . 2 Unobservable Contracts The assumption that contracts are observable may inappropriate in some circumstances. There are no financial disclosure requirements for privately held firms, firm's so it contractual may be impossible for outsiders to actually observe a relationship with its creditors. 12 Thus, we also investigate the case in which firm A cannot observe the contract signed by firm B and the investor. Instead, firm A must make a rational conjecture about the contract chosen in equilibrium. When contracts are unobservable, predator play a simultaneous move game. it is as if the (We can ignore investor and the firm B because its 22 actions follow trivially from the contract chosen by the investor.) A's strategy set composed of two pure strategies: is strategy set is essentially a choice of a pair ignore Ri The investor's ^2^ ^ [0,1] 2 . (We can and R2 since firm A is only concerned with the probabilities of refinancing, To i^-^, which we "prey," denote by P, and "do not prey," which we denote by NP. Firm and ^2 fi-, characterize the Nash equilibria of the identify three we game, cases pF + (i) (ii) Case (i) /iF JTj^; n-^ < BT + (l-5)Jr; + (l-M)'r < ^F + (l-e)7r < If : > + (l-M)'r < ti¥ (iii) {\-^l)'^l /xF + (l-/i)7r > tt, , (0,1) given any strategy by firm A, investor; A's best response to contract (0,1) is ttj^. a dominant strategy for the is contract (0,1) to choose P. optimal. is Thus, Firm in this case, contract (0,1) and predation form a unique Nash equilibrium. Case (ii) pF + If : equilibrium in pure (l-p)7r strategies. < tt-,^ < 5F + To see this, then the investor's best response is (1,1). contract (1,1) is NP. Finally, can, however, mixed strategy. between P and NP. no Nash P, the investor's best i^-^. an equilibrium in which If firm A plays a mixed strategy, Thus, 02 ~ ^l ~ is suppose firm A chooses if firm A chooses NP, construct there But firm A's best response to response is contract (0,1) since 67 + (l-^)jr > We (l-5)7r, firm A plays it must be a indifferent ^ Recall that if q is the probability that first period profit is n^, then if qF + (1-Q)7r > n-^, the investor chooses contract (0,1), and if qF + 23 (I-Q)jr < contract investor chooses the n-,, which ^2 ~ ^1 ~ ^ is optimal only if aV + (1—a)Jr firm A preys with probability 7, If Thus, (1,1). contract a in n-<. a - 7^ + (1 <i)6 . Thus, 7 must satisfy [7M + (1-7)^]F + [1 - 7M - (I-tX?]^ - ^i (**) determine To (l-^)7r < implies TTj^ this case - ^-i Case particular values of the < n-^ It F. - A and ^2 " 1 (iii) If : + ^lF '^ y3-i and observe that pF + then follows from Proposition 2 that in 13 (l-/i)Jr < ^F + (1-6)7! dominant strategy is to choose contract (1,1). NP. fi^' < n-^, the investor's Firm A's best response is (1,1) and NF form the unique Nash equilibrium in this case. Thus, We summarize these results in Proposition 3. Proposition if ^F + (l-5)7r > (i) If fiF 3 n-^. + In particular, (l-fi)n equilibrium contract is (ii) If fiF + firm A preys with positive probability In equilibrium, : > firm A preys with probability one and the n-,, (/9i, /52) = (l-n)n < TTi, firm A preys with probability 7 (0,1); solves (**)) and the equilibrium contract is Finally, contract is if 6F + (1-8)t! < (fi-^, n-,, (0-^, (where 7 ^2) " (l~^.l)- firm A does not prey and the equilibrium ^j) = (1.1)- In case (i) of the proposition, (0,1) is a dominant strategy for the investor. With unobservable contracts, there is nothing the investor can do to deter predation. The predator rationally conjectures that the investor will always choose contract (0,1). Therefore, in equilibrium firm A preys. 24 In case investor. contract (0,1) is no longer a dominant startegy for the (ii), firm A preys, If contract (1,1) will be chosen; if firm A does not prey contract (0,1) will be chosen. Thus, no pure strategy equilibrium equilibrium, In exists. A firm preys with probability e 7 so (0,1) predation is partially deterred even though contracts are not observable. 4. Concluding Remarks central The idea of this paper give can contracting rise to Is that agency problems in financial predation. financial The minimizes agency problems also maximizes rivals' there result, is a incentive problems: to the performance incentive tradeoff incentives to prey. As a sensitivity of the refinancing decision firm discourages predation but exacerbates whether equilibrium, In that between deterring predation and mitigating reducing the of the problem. contract financial contracts the deter predation depends on the relative importance these two effects. Our views theory predation unprofitable predation departs of an as remain to attempt in the to from the convince industry. In existing literature which rivals our that model, it it would is be common knowledge that it is profitable for the rivals to remain in the industry. Predation induces exit because it adversely affects the agency relationship between the rivals' investors and its manager and not because it changes rivals' perceptions about their profitability. Although our model narrowly focuses on predation, we believe that the model provides a useful starting point for analyzing a broader set of issues concerning competitive interaction among firms with agency problems and financial constraints. One issue that can be addressed with our type of model is the effect of product-market competition on the incentive problem within the firm. The conventional wisdom is that increased competitive 25 pressure reduces managerial slack. This idea has been formalized by Oliver Hart [1983], but as Scharfstein [1988] the results depend crucially shows, on the specification of managerial preferences; competition preferences, managerial about for reasonable assumptions actually exacerbates the incentive problem. model, this In unambiguously negative investors predation, results the incentive make even are effects. response In decision refinancing the competition stronger: to threat of sensitive to the less has performance and hence the manager is able to extract greater rent from the investors. ambiguous. The If welfare effects of increased < F and contracts are observable, tt-i ^2 i^ response to the predation threat. competition and welfare response is to increase There analysis. lower. is /S-, are is optimal to reduce it contrast, if > F, tt-i the optimal there is less exit, and welfare is higher. , obviously are In however, there is greater exit due to Thus, important effects that omitted are in this First, within any period there is no production decision made by the firm and thus no productive inefficiency; between periods is competition, modelled in in the exit decision. reduced form, the only inefficiency arises Second, and hence it is the competitive difficult to interaction consider how efficiency changes as competition becomes more or less aggressive. A model that maintained the dynamic other features would be features of our model and incorporated these an important step towards understanding the incentive effects of competition. A second general issue raised by our analysis concerns the nature of dynamic early competition generation of when firms models of face capital-market dynamic competition constraints. the only In the relevant consideration is the total capital stock acquired by firms and not the way 26 in which was it competitive acquired. behavior depends internally-generated through suggests that an In important contrast, crucially funds or on in our whether framework, capital external through was firms' acquired financing. determinant of product-market success This is the ability of firms to finance investment from internal funds. As Donaldson's [1984] study shows, corporate managers observation may this of have belief large appears industrial important to be widely-held companies. implications We for believe even that understanding product-market competition and corporate financing decisions. among this both 27 Appendix Lemma Constraint (IC) is binding. 1: Suppose Proof: constraints are to (LL) . the contrary that We establish (IC) that slack and that the only is optimal the solution this to relaxed program violates (IC). First note that the maximization problem can be written: maximize R^ + fi^R^ - fi^F subject to < n^ (A.l) R. (A. 2) R^ + R^ < + TT^ 7r-|^. At an optimum to this program, case where ^- the (A. 2), it n-,- -= " and R tt- "'i- This true in is because given the constraint on the total payments to shift more of the payment to the first period when received with certainty. will be = 1 is optimal it satisfying R- + R R- < R- -= tt- + (Note that given If -= /9- 1 1, any division of payments and we may as well set R^ is optimal tt-, — fi- •= the division of payments between R- tt- and and R has no effect on the incentive-compatibility constraint.) The (IC) constraint therefore simplifies to /32(Jr - > TTj^) 7r2 - w-i^ + fi-^in n-^) - It is easily seen that for all values of Thus satisfied. the constraint (IC) is fi-, . and the inequality cannot be /Sn violated at the optimum of the relaxed program, establishing the contradiction. Lemma 2 Proof: R 1 -= R 2 -= is a part of an optimal contract. tti Substituting the (IC) constraint into the yields the new objective function, -F + R;[^ + Pi[R^ - e? - (1-6)^] + (l-5)^2('^ - f")- objective function 28 It follows that /So individual values R 2 - Hence 1- and R2 affects 2 constraint. Thus we can set R = and R . If ^i simultaneously < 1, Ri and R maximizes only tt-i . the the If /Si sum, R 2 + objective , and not objective function and the - 1 the (IC) the same can be said for will be chosen to maximize the R2 function and Ri + ^-iR relaxes R-, since it the (IC) constraint. This expression is maximized subject to (LL) by setting Ri - R - TTi. This completes the proof. 29 Endnotes 1. See, [1986] 2. Telser for example, Benoit [1965], Fudenberg and Tirole [1984], and Tirole [1988] Fudenberg and Tirole [1986] endogenize the financial constraints facing the firm; however, they do not address the question of how these financial constraints might change under the threat of predation. 3. Stiglitz and Weiss [1983] also show that the termination threat can be an optimal incentive scheme for reasons similar to those considered here; however, they analyze a different incentive problem. 4. for See Saloner Salop example, and Shapiro Scharfstein [1982], [1984], and These papers draw much from the early work of Milgrom and [1987]. Roberts [1982] on rational limit-pricing. 5. Saloner 's paper differs from ours in that he uses a signaling model to analyze predation. however, It is, similar in that the predation mechanism operates through the capital market: predation lowers the price at which the prey can be acquired. 6. This is similar to Fershtman and Judd [1986] on effect the managerial employment contracts on product-market competition. 7. In many situations, the latter interpretation is more plausible; an investor is often closely involved in the firm's operations, whereas the courts are not. Irregular accounting practices can make it difficult for outside parties to know the firm's true profitability. 8. Note that in each case, the firm weakly prefers to announce the true profit, when first-period profit is firm reports 7r2, tt, . When /9-i - and R2 - tt , if the it will not be able to meet its first-period payment obligation and so it will be in default. In this case, paid The firm is then indifferent rr-i and does not refinance the firm. the investor is of 30 between the possible reports of profit. In the case when - ^^^ We assume that it reports the true w. 1 and R2 ~ ^i indifferent between the two profit reports. . the firm is always Again we assume profit is reported truthfully. 9. it Obviously, loses creditor less if the firm's profits are negatively correlated over time, if it extract to is not refinanced and it is more difficult for the from rent the However, firm. situations in which profits are negatively correlated over time seem rather implausible. 10. example, for See, Joskow and Klevorick [1979] for attempt one at defining predation and a discussion of the difficulties in doing so. 11. more For discussion of the different implications of contract observability, we refer the reader to Katz [1987]. 12. It may be argued that although it is costly for outsiders to observe the contract, firm A. it is in the investor's interest to reveal its contract to But, as Katz [1987] points out in a related context, if the observed contract is not efficient, the two parties will have an incentive to annul the advertised contract by writing a hidden contract. 13. We have identified an equilibrium in which the investor plays a pure strategy. However, this strategy is equivalent to mixing between contract (0,1) and (1,1) where the investor plays the former contract with probability A and the latter with probability 14. This assumes that the welfare loss 1 - A. from less competition in the second period outweighs the potential gains from increased competition in the first period. 15. 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