MIT LIBRARIES 3 9080 02238 6053 .;.:. '•^l'-«7. (> .1. ' •. DEWEY HD28 .M414 S9 ALFRED P. WORKING PAPER SLOAN SCHOOL OF MANAGEMENT A THEORY OF INEFFICIENT INTRAFIRM TRANSACTIONS Julio J. Rotemberg Working Paper #2084-88 November 1988 MASSACHUSETTS INSTITUTE OF TECHNOLOGY 50 MEMORIAL DRIVE CAMBRIDGE, MASSACHUSETTS 02139 A THEORY OF INEFFICIENT INTRAFIRM TRANSACTIONS Julio J. Rotemberg Working Paper #2084-88 November 1988 A Theory of Inefficient Intrafirm Transactions Julio J. * Rotemberg Sloan School of Management, Massachusetts Institute of Technology current version: November 14, 1988 Abstract This paper presents a model in which goods market distortions lead firms to socially inefficient aversion modes of internal organization. The model seeks to capture the documented by Eccles and White (1988) of middle management aversion to inter-profit center transactions. I consider situations where reputational forces are able to support equilibria in which goods are of high quality. These forces can break down when the transactions take place within the firm. Integration may nonetheless be privately worthwhile •I wish to thank if price exceeds marginal cost. OhverHart, Jim Poterba, Jean Tirole and Garth Saloner for research support for comments and the NSF and Sloan Foundations A Theory of Inefficient Intrafirm Transactions Julio J. Rotemberg Sloan School of Management, Massachusetts Institute of Technology Unrelated individuals work together within firms. relationships of these individuals. At lets outsiders least since which make to pay them. They also decide what activities carry out under contract. Coase (1937) economists have viewed these arrangements as adaptations profits higher profits does not individuals within the firm have authority, they how much decide what others should do and the firms Some Firms have rules governing the than they would be otherwise. Obviously, this maximization of imply that the organization of firms maximizes the social good. The usual product market imperfections can lead firms to make money while providing a socially inefficient level of output. Authors concerned with the internal organization of the firm tend to ignore these imperfections. Perhaps for this reason the analysis of Coase (1937), Alchian and Demsetz (1972), Williamson (1985) and Grossman and Hart (1986) implies that the authority relations within firms are optimal from a social perspective. "This book advances the proposition that the economic (1985) goes so far as to state: institutions of capitalism have the this paper I show that main purpose this optimistic appraisal market imperfections. The Williamson of economizing is inefficiencies associated due at on transactions costs." In least in part to the exclusion of with product market power can distort not only the level of output but also the transactions which make this level of output possible. The some basis for this paper firms earn monopoly is that the existence of goods market distortions implies that rents. As a result, firms would willingly tolerate organizational 'See the survey by Holmstrom and Tirole (1987) for additional references. 1 inefTiciencies may rents if such inefficiencies help them capture these Some rents. of the economy's be thus dissipated in the form of inefficient organization of production. dissipation of this kind may help explain why Rent conventional meaisurements of profits do not uncover a much monopolistic conduct. The work which in I focus. of Eccles and White (1988) has influenced the particular They interviewed managers who buy and The impression multi-profit center firms. prefer external to internal transactions. management. Frictions are goods across by these interviews left is much more common all in on profit centers that managers They would rather buy from and Internal transactions occur at outside the firm. sell inefficiency sell to agents because they are mandated by top these mandated transactions than in Eccles and White (1988) justly regard their findings as a their external counterparts. challenge to Williamson's (1985) view of firms. Their evidence suggests that transactions costs actually increase models In the are allowed. The I when firms engage in internal transactions. present below, sellers provide high quality reaison they do so is when only spot markets that customers change suppliers whenever they have an unsatisfactory experience. Suppliers remain diligent because they are afraid of losing customers in this way. Customer mobility is essential for ensuring high quality. Long term contracts which penalize the buyer when he changes mobility. Mobility is integrated enterprise mechanisms has little If is also reduced mandate if internal transactions. If a supplier cannot lose a particular customer he him with high quality goods. ments are attractive when price exceeds marginal from reducing mobility. The reduction only Whichever of these mobility reducing long term contracts and integration reduce quality, the buyer and seller. when The They reduce this the buyer and seller integrate and the managers of the adopted, quality suffers. incentive to provide sellers in why do they arise? Such arrange- cost. In this case, there is an advantage mobility increases the overall rents earned by get to keep the difference between price and marginal cost the buyer remains attached to the seller. excess of price over marginal cost necessary to induce quality reducing associations 'For other modcli in which locially inefficient contract! ariie bccauie they help capture renta tee Aghion and Bolton (1987), Dewatripont (1988) and Ordovcr, Saloner and Salop (1988). between buyer and it is can be due to a variety of reasons. In the seller the result of implicit collusion model high finitely many price-setting firms. In develop this model as well to show that I Informational imperfections play a crucial role in my results my my second in do not hinge on the models. With perfect informa- tion about quality, contracts can force sellers to provide high quality. is explore I supergame models. multiplicities inherent in quality model due to the presence of quantity setting firms which compete prices are Cournot fashion. among first I assume instead that observable but not verifiable by outsiders. Examples of quality which have this feature include the willingness of the supplier to work hard on the customer's particular, the supplier can try to change delivery schedules modate changes in the and behalf. In specifications to customer's needs. Alternatively, the supplier can insist on accom- fulfilling only those obligations written into the contract. The paper proceeds sellers. In the first as follows. Section subsection It differs mainly among in that good quality because buyers change suppliers The formal model quality proves to be low. (1981). considers a model of implicit collusion consider equilibria with spot markets only. These equilibria Sellers provide often exhibit high quality. when I 1 I is very similar to Klein and Leffler provide reasons for customers to leave after encountering low quality while they do not. In the second subsection ity I consider long term contracts. These contracts reduce mobil- by forcing the buyer to compensate the seller when he changes partners. This reduces the seller's fear of losing the buyer. This increases the rents of the seller at the cost of re- ducing quality. all I provide conditions under which the optimal contract of this sort impedes mobility and provides only bad quality goods. In the third subsection I argue that outright integration can alleviate the low quality consequences of long term contracts. The idea both the his seller is that quality becomes easier to verify and the buyer come under the authority of a conmion boss. This boss can use power to gather evidence on the quality of the goods that are provided. The of this evidence suppliers can if makes more it easily possible to make compensation depend on be induced to furnish high quality goods. quality. availability Therefore, Top management, with a role similar to that in in Alchian and Demsetz (1972), thus emerges endogenously From a social point of thus inferior to spot markets. Therefore, this the model. Quality verification via integration costs resources. view this method of improving quality why subsection both explains firms is who transact internally are created and why these intrafirm transactions might be inefficient. Section 2 then considers a model with Cournot competition its first among Again sellers. subsection deals with separate firms, the second with associated firms. Section 3 concludes. 1. Repeated Oligopoly The upstream market intermediate good. They can then cost of a bad quality version of the for the effort is worth e to him, the good good is c. With probability (1 - effort, o), it quality. They A to a variety of customers. This cost their firms can produce a is homogeneous The marginal the cost of compensating workers worker spends an additional I effort assume that which if the the good becomes a high quality good with probability remains a low quality good. The downstream customers buy Y each unit of good quality. If good The sometimes, of good quality. at least is, firms. sell this needed to produce the good. worker spends the requisite a. N consists of They units of the good. unit of bad quality is worth /i less to are risk neutral so that they are willing to pay (r are willing to pay r for them than a — xfi) for unit of good a unit which is of low quality with probability i. Contracts cannot specify the level of quality. This occurs because outsiders cannot observe quality so they cannot enforce contracts which stipulate payments as a function of quality. High quality thus includes the provision of services which, while not easy to stipulate, are important to the buyer. prompt handling of complaints. meeting changes in These services can include courteous service and High quality also includes the flexibility of the seller in the buyers needs. Suppose the buyer originally wrote a contract for delivery at the beginning of December. delivery in the middle of The buyer then November. A high quality of changing the delivery at a low cost. A seller of 4 realizes that he seller is bad quality would much prefer flexible so that finds it he is capable very costly to change the delivery date. effort made in The being courts see only the ex post cost of changes in deliver and not the flexible. While payments cannot depend on quality, they can depend on the number of units transacted. Spot markets allow only this type of payment. payments to take place when a buyer changes supplier. I Long term contracts also allow consider these two institutional structures in turn. 1.1. Spot Markets In the case of spot markets each purchasing transaction has three stages. all upstream suppliers announce how many specifying their prices. Second, buyers and sellers sign units are sold at this price in the current period. occurs either with low or high quality. Customers know what First, a contract Finally, delivery quality they have received. After receiving a good of either high or low quality the customer has the option of changing suppliers.'* Customers constantly update pliers. their beliefs about the quality offered by different sup- Before knowing current prices, customer j assigns a subjective prior probability z^j to the event that firm updates this prior as Xij that low quality is t is providing low quality. After observing the price P,, the customer in Klein and Leffier (1981). being provided. She calculates a posterior probability The customer then computes expected net surplus that she can obtain from supplier t. [r — {P^ + x,y^)], the She purchases only from those suppliers with the highest net surplus. The purchaser drops the previous period's supplier if he is not among those providing highest net surplus. In this case, she randomly picks one cheap supplier. Otherwise, she stays with her previous supplier. is that there supplier. is Even quality, there is One difficulty with Klein and LefHer's original model never any equilibriimi reason to either leave or stay with if last period's a particular supplier deviates from the equilibrium by supplying bad no reason to suppose that he will supply bad quality in the future. His ^This example of quality is very reminiscent of Grossman and Hart (1986). As will be clearer below, this moral hazard problem of the seller is not cis easily solved by integration as those they consider. *In Klein and Leffler (1981) customers who have received bad quality can also communicate this to other potential buyers. Including this possibility would not affect the analysis. It is excluded here because I stress below the difficulties in communicating the level of quality one has received to one's superior. incentives to provide is only compounded good quality do not change if one recognizes that, after supplying particularly if in it is less is difficulty costly to the reason to leave a supplier the deficiency of quality might be due to bad luck. To circumvent that even is This quality. changing suppliers in practice, customer. In the presence of such mobility costs, there bad this difficulty, I introduce an equilibrium reason for customers to infer worthwhile to leave suppliers whose quality one of two regimes. In the usual is low. I assume that firms can be regime they are well managed. In other words they take the actions which maiximize profits. Sometimes, however, firms are badly managed. When firms are in this bad regime they provide only managed I firms fail bad quality. In other words, badly to give their employees the necessary incentives to Jissure good quality. assume that well managed firms randomly become poorly managed. They then tend to remain poorly poorly managed. In particular, well managed than poorly managed firms are in state managed in becomes well the next period managed is (1 The 6. is — V')- (1 I — firms are less likely to firms are to remain so. ideas by letting firms be in two states. managed managed Well managed The assume that managed w exceeds 4) while poorly firm remains well probability that a poorly ip capture these I firms are in state probability that a well 4>). Formally, become so that bad managed firm management has a tendency to persist. These transition probabilities imply a steady state probability of being equal essentially always well almost equal to zero. Indeed, the analysis to zero. For simplicity same w to: To capture the idea that firms are is in state I also is assume that the simplest initial managed, when one I assume that takes the limit as probability of being in state w 4> <l> goes is the as the steady state probability (1). Supplying firms do not observe each other's quality. They do however observe each other's prices. I assume below that firms can follow pricing strategies which depend on prices charged earlier. As is typical of supergames, there are outcome depends on customer's beliefs many possible equilibria. The about quality as well as on supplier reactions to 6 other firms' prices. The worst equilibrium provided. As long as charge c (r — customers believing that bad quality for suppliers has /x) and provide bad > there c, then an equilibrium where is him suppliers who active suppliers all him to deviate by raising have customers initially believe that all sales. and Equilibria reminiscent of Klein all always For a producer to deviate by either providing good quality. quality or lower prices represents a simple gift to customers. For his price loses is Leffler (1981) charge relatively high prices try to provide good quality. Because price is high, managers then do try to provide high quality. There are generally several equilibria They of this kind. differ in the price charged by firms. actually have a bigger incentive to provide high quality. when customers leave At these unhappy with the quality they have equilibria with higher prices. Thus, if Equilibria with higher prices equilibria firms lose more received. Sellers also prefer the they can meet ab initio and agree on an equilibrium me they would pick the one with the highest price. These considerations lead on to focus this particular equilibrium. At this equilibriimi, sellers try to bility that firms are well at managed random obtains a good willing to is supply good quality. Since the unconditional proba- ^ i_ , of high quality pay to a firm chosen at random y the probability that a buyer choosing a seller , is i , , _^ Therefore, the most a customer is: (i-rr^)"It is more profitable than one of providing low quality. can obtain while offering low quality to attempt to provide high quality high quality. I show below average. Since badly (Tfj, exceeds that, managed the quality implicit in (2) long as (^) only makes sense for the firms to focus on high quality equilibria with this price this strategy is | r is if — /x. The higher The price in (2) \,J_J^ exceeds the when is if highest price firms makes it worthwhile cost of attempting to provide the firms are well managed, this cost equals e on firms do not incur this cost, the average cost from sustaining , , _'! . Thus the attempt to provide quality e. 7 is worthwhile as I now show that, under some additional conditions, there charge the price given by and (2) is try to provide high quality. in doing their best. prove that customers come back to sellers quality while they desert those that haven't. Then, it is not in To do when customers the presence of this price customer behavior I an equilibrium where firms this, believe that sellers are who have them high given consider seller behavior. I consider first I show that I the interest of sellers to deviate from this price and from the attempt to provide high quality. Suppose a customer receives high quality from a that the seller is is thus remain with have cissumed, — cr(l exceeds By (f>). random high quality from a seller chosen at I now assign to having a badly above, this prior probability this particular seller Let 6( He thus concludes is only ^.T^ j^ He (f>. . This latter term therefore finds it is smaller in his best interest to his old seller. a.t is t — highest 1. managed managed prior probability of having a badly from t. contrast, his probability of obtaining Suppose instead that the customer receives low quality does he period currently well managed. His probability of obtaining high quality next period from this particular seller whenever, as seller in if the event that he provides low quality at What probability the argument of the paragraph is ceise first. badly managed at t while Lt represents Then, the probability of event t. managed and P{bt\Lt,Wt_i) t. the customer has bought a high quality good represent the event that the seller the seller was previously well By thus consider this I period This probability depends on his seller? seller. in that he provides bad quality at bt t given that is: P{bt,Lt\wt-i) = ryot,i^t\wt-l) P{bt,Lt\wt-)) + P{wt,Lt\wt-i) ^{Wt,^t\^t-1) -t- A, <f> This probability exceeds the probability ^ managed J_ , that a firm chosen at random is poorly as long as: In other words, as long as well quality, (3) + {l-a){l-4>) managed customers abandon suppliers firms are sufficiently likely to produce high who suddenly 8 sell low quality. If (4) is met buyers leave even those sellers with which they have been previously successful. satisfied, customers who have previously received good quality leave What about customers which have bad. when equation is then only provided bad quality T^ . The , who have had no probability that he experience with this seller badly managed given that he has is P{bt,Lt)+P{wt,Lt) + {1 - who have poorly managed. The customers when In conclusion, (4) (5) - a){l This probability always exceeds the probability quality. well is P{bt,Lt) = (f> them bad seller is: Pibt\Lt) is becomes quality because they have just changed suppliers. Their prior probability that the managed (4) is not received a good quality unit in the past from Consider in particular buyers this seller. If ^ xi^y ?_ , , that a firm chosen at just arrive always leave a supplier is met, all buyers leave firms who random who gives offer low quality. I now turn to seller behavior. provide bad quality, sellers find it I show that, given that in their best interest to consumers leave those who supply good quality. I later turn to sellers' incentives to change prices. To offer good quality, a seller must provide appropriate incentives cLssume that the seller does not observe quality directly. can offer his paid is if well managed seller, however, worker a contract which makes compensation depend on whether a particular purchaser comes back next period. sible to A to his workers. I pay them less than c in the customer does not I assume workers are any time period.^ come back while 7i is I let the risk neutral Iq but that it is impos- be the amount the worker amount he gets when is the purchase repeated. For the worker to try to provide high quality the following conditions must be met: Io + aIi>c + a{h - /o) it is e (6) (7) type have very similar impHcations to risk aversion but are much easier to analyie. The more only necessary to pay them a nonnegative amount complicates the analysis without affecting the * Liquidity constraints of this usual assumption that > e conclusions. 9 Condition dition (7) good necessary for workers to be willing to work hard is quality. conditions is If to income cannot be let Iq equal now ask whether a I that the worker earn on average the value of their effort. Con- (6) requires librium where he c less while /] than c, equals c the lowest cost + Suppose In the future he regains To consider a current suppliers. some customers who become single deviation in isolation I he in particular that He then neglects to provide these incentives just in the current period. customers. for satisfying these wants to deviate from an equi- seller providing incentives for high quality. is method ^. managed currently well the hope of providing in loses all his current dissatisfied with their suppose that the supplier does attempt to give these later customers good quality. By deviating in this workers for their extra successful manner, the supplier avoids the cost ^ of compensating the Naturally, he only incurs this cost effort. and customers return he also gains 6{P - c) where P in is One period. Once again this is offset the discount factor. Using long as (8) is if The (8) is positive. for the is that one can avoid paying who customers return in the next net gains from the avoidance of effort inducing payments By (8). Given this proportionality, these deviations contrast, firms are happy to try to provide quality as negative and: c — "(l-V-) J 1 All that (2), by the fact that such payments only occur when customers the next period are thus proportional to are worthwhile is is: needed to produce high quality arc returning a second time. in is additional gain from deviating and providing low quality for the effort the quality effort the following period. So, whenever he incurs this cost the price charged and 6 the net gain over the next period if is necessary for (9) to hold Ts -|-(^-0_ is S "• ("" that the willingness to pay r be sufficiently large. I now consider change in price is seller deviations in the price that observable by competitors. It is 10 they charge. I assume that any such viewed by them as well as by customers Therefore as a violation of the collusive understanding. firms expect that, one period after the deviation price will the customers as well as the all to c fall and quality be low. will Since this deviation reduces profits to zero from next period on, firms will refrain from such deviations as long as they do not discount the future too severely. There reason why this deviation quality for the future, it unattractive to sellers. is eliminates all Because leads it is all an additional to expect bad firms' (including the deviator's) incentive to provide high quality in the current period. Thus the deviator can only sell low quality goods at relatively low prices even in the current period. This section has demonstrated that, when only spot contracts are possible, equilibria with high quality often exist. These equilibria are in principle even possible when a agent owns the assets used by buyer as well as the assets of a this common owner has When buyers and sellers' assets are these equilibria do so because from a seller is They tend more to be goes to zero, all is bad quality. profitable to implicitly colluding seller's perspective) with seller. They usually ben unlucky and has been unable to produce good quality Only very seldom are these separations useful who in this case agents, these high quality that buyers often sever their relationship with their their seller has spite of trying. 1.2. owned by separate than equilibria with lower quality. One problem (from the sellers However, to let the buyer change suppliers every time he receives equilibria are quite plausible. (f) seller. common in that a buyer is in separating not trying to produce high quality goods. Indeed, in the limit where separations are the result of mistakes. Long Term Contracts I now consider the possibility of long term contracts. In particular, there period before any sales take place. In this seller initial period, a particular buyer can write such a contract. For simplicity I assume that is an initial and a particular this particular buyer buys one unit per period. The long term contract stipulates not only a price paid for the but also stipulates payments that must be made The purpose to reduce the number if the buyer changes sellers. good of accidental separations which are so ubiquitous of this contract is when only spot contracts are allowed. This is advantageous to the seller because *The punishments I consider I obviously extreme. However, the analysis of FViedman (1971) makes punishments are generally sufficient to deter changes in observable prices. 11 it it allows clear that milder him for to capture more The rents. sellers is thus willing to compensate the buyer in exchange reducing his mobility. The precise amount by which the compensates the buyer seller in the contract that is actually written depends on the relative bargaining power of the two agents in the initial make a period. Suppose the seller can take-it-or- leave-it ofTer which, rejected, leads to if the sequence of spot contracts analyzed in section 1.1 Then, the buyer will give seller. The opposite true is if the buyer gets to make a little to the take-it-or-leave-it offer. Naturally, the alternating offers scheme of Rubinstein (1982) gives an intermediate answer. Independently of whose bargaining power efficient is if bargaining likely to power will From is seller profits. determine the distribution of these sum the perspective of the when he arrangement larger, the done under complete information. maximize the sum of buyer and of the buyer is In other words, the in section 1.1 had A equal term commitment to buy from In particular, arrangement is the response A be the probability that let I The spot market contracts contrast a completely binding long would have a A equal made intermediate cases, the buyer must be By to zero. this seller be profits. the buyer comes back to the seller after receiving bad quality. considered likely to Then, the degree of bargaining of both profits, the principal issue receives low quality. is indifferent to one. To implement the between staying and leaving after receiving low quality. This indifference can be accomplished by forcing the buyer to pay damages whenever he abandons the There are two I return shortly. assume that the is effects relationship. from increases The second is level of quality in A. The first is an increase that high quality becomes is not contractible. the pattern of payments to the seller's worker. What can in rents to which more expensive. As before be To induce him made I part of the contract to exert effort the contract must specify that he gets paid more when the buyer returns than when he doesn't. Once again, if let Iq be the worker's payment if this buyer changes suppliers while he doesn't. These payments must both exceed probability A even when quality /o is + c. Because low, the analogues to (6) (a + [l-a]A)/i > 12 c + £ this and /^ is his payment customer returns with (7) are now: (6') a{l-X){h-Io)>e Given that straints is to cannot be lower than /q let (7') when he ly To is = + , when he does not engage this requires fall, an increase sometimes paid when the also computing these contracts now I the buyer ever leaves the good that he buys is worth Similarly, the seller receives [r — A essentially raise the probability This reduces his incentive in effort. is and particularly expensive first the optimal A and then the optimal A when they is (f) to him. a)iJ,] no surplus from He [r — (1 Assuming an (12) - Of — a)n]. The seller are, on average: [cr + (11) (1 — we can write o)\], overall joint (11) as: S[a + {1 - is - r - c (1 - a)n a+{l-a)X TT^— f-_ a(l-A) a)X] (12) optimal A therefore ensures that the derivative of interior solution, the with respect to A don't. buyer once he leaves. By contrast, joint this Since the buyer remains with probability 1 the two thus receives no further surplus. r-{l-a)n-W. and if zero. he starts buying at a price of seller, whenever the buyer actually purchases from the profits using (10) increase. the one with higher joint profits. For simplicity in is — must not obvious that contracts it is thus analyze I is /q unsuccessful in producing high quality. consider only the limit where (1 Therefore, (10) This increase in 7i. effort parties attempt to maintain high quality these two contracts, the optimal one • (^_\\ a(l-A) with high values of A involve high quality. profits — c-\ £+iLz^,. Because quality becomes more expensive as A increases, If for satisfying these con- reestablish his desire to work, the difference between /i Since /q cannot because Ii method induced to provide high quality equal: is strictly increasing in A. Increases in that the worker gets /^ even to work. the lowest cost c, hold with equality. This implies that /j equals average payments to the worker These payments are (7') zero: 6{l-a) (l-% + (l-a)A])2 r - c - [1 - a a)fx + (l-a)X A a(l [ o + - TT^e A) (1-(7)A ^{1-A)2 13 (13) ' The term on the first line of (13) captures the fact that an increase in A raises the The one on revenues of the seller by reducing separations. the second line captures the increased costs of quality which result from higher values of A. Note that the the expression in (13), evaluated at A equal zero, interior only if optimal A zero and the buyer and seller are no is Note also that the optimal A given by makes the expression means that reductions is that it The makes A are profitable. in alternative solution two firms equal is positive. more attached than strictly smaller is in (13) infinitely negative. infinitely costly to it (13) is in a optimum Otherwise the spot market. than one. A A of one Given the second order conditions, The reason a A equal to one is is this unprofitable here provide high quality. not to provide quality. This gives overall profits for the to: 1 1 The expression (14) is -8\a + {\ -o)\\ strictly increasing in A. Once have everything to gain by remaining together. other V-c-n]. quality (14) is abandoned the two agents They thereby avoid giving rents to the sellers. To obtain the optimal contract we must compare the expression one with the expression (12) with A given by the solution of the two firms give up quality and never separate. If (13). the latter is If (14) with A equal to the former larger, the is larger, two firms do separate probabilistically. I do not have closed form expressions which determine the outcome that However, up high it is clear quality. A that the firms have let from high (12), (13) — (r much c) and (14) that, means that the to lose if (r rents — c) is sufficiently from any sale are by separations. They will prevail. big the firms give large. will therefore very This means much prefer to separations be extremely rare. However, the rarer are the separations, the higher and the more expensive separations, they Two is the provision of quality. make do with low is A Thus, when firms are very averse to quality. numerical examples illustrate these points. Both these examples have n equal to ^I am ufuming that the quality provided to the buyer who ha* a long term contract doei not affect other buyers' beliefs about the quality they will receive This it consistent with the absence of communication among buyers assumed so far. Even if I allowed such communication, outsiders would not be surprised to learn that bondeJ customers receive worse treatment. There would b« no reason to update the likelihood of receiving good quality on the basis of the quaUty provided to those buyers. 14 one, 8 equal to equals (r — example t is relatively small in that — provide quality with spot contracts condition sellers to must exceed c) to .75. In the first Therefore, the social gain from providing quality [o^l .3. For .45. and o equal .9 f) a relatively large is (9) it must be met and Otherwise the surplus they get from future sales does not justify .4. the provision of current quality. Even when long term contracts (which render A always chosen. Indeed, for When rents (r — between c) .4 from customer attachment are and positive) are available, they are not 1.13 the firms prefer to let A equal zero. relatively low not worth either increasing it is the cost of quality (by having an interior A) or foregoing quality completely. For between 1.13 and 1.2 the buyer and Quality remains high but rents is .99. .25. example (r e choose a strictly positive A which higher. For (r is equals let .5 — c) altogether. is seller between Not .99 now is requires that (r smaller and equals — c) — c) the optimal contract forgoes quality social benefit of quality A below one. As (r — equal at least term contracts choose spot markets [r eager to give up quality in exchange for capturing rents. strictly positive below one. is 1.2 the incentive to capture surprisingly, as the social value of quality falls, the firms example where the c) access to long For larger 1.11. above c) so the social gain from quality who have and — — A equal one and give up on high quality. Provision of quality with spot contracts Even a buyer and when cost so large that they choose to In the second only its seller (r c) is What relatively low it is is interesting become more is that in this never optimal to have a increases the optimal contract jumps from having A equal zero to having A equal one. At this point it is worth digressing on what would happen subject to moral hazard. Suppose that, unlike the case always bring forth the e to the worker. Now effort that brings I the seller wants to spend anyway. So, in A the is e less seller can about high quality with probability a by paying suppose that the contract Also, the higher the worker was not have considered, the specifies that the with probability A when he receives low quality. The higher rents. if is buyer leaves this A, the higher are the seller's the seller wants to provide high quality. to keep his customer but with high A the customer a sense, the moral hazard of the worker 15 is seller inessential. As soon With low A comes back as the seller is assured of the buyer's business, he On feels little desire to provide quality. the other hand, without worker moral hazard, there exists an empirically unap- This solution involves pealing but theoretically viable solution to the quality problem. The contract writing contracts with a third party. some third party must also that he sum make payments is indifferent indifference party large make the buyer changes supplier. if to a third party if he moves. The must pay the buyer, on the other hand The payments by the buyer ensure between moving and not moving after receiving low necessary for A to be positive. is specifies that the seller The payments from the seller very keen on keeping the customer happy. quality. This the seller to the third They thus ensure that improve quality. seller tries to In practice, we do not observe such third party contracts, probably because they are subject to a moral hazard of their own. After the contract is signed the third party and the buyer have an incentive to gang up against the seller. Rather than pursuing this line of argument directly. I With have chosen instead to this let the seller's worker be subject to moral hazard worker moral hazard, third parties cannot help to resolve the quality problem. In this section I have shown that the buyer and seller will sometimes like to be joined by a long term contract which eliminates high quality. Since this contract does not affect the number of units purchtised has a social cost of [on — The way tially its only substantive effect the reduction in quality. This (). to understand the results of these repeated spot market purchases it is two sections is the following. If punish each other for entering if such contracts, the provision of high quality Long term contracts have With poten- possible to support socially desirable equilibria long term contracts are then permitted, in particular with high quality. impossible. is firms do not may become at least the potential for reducing the efficiency of transactions. *The kna)y*>* impliei that any buyer luch a contract is and leller who hav« attractive to one buyer-seller pair these contracts. In practice, heterogeneity all among buyers access to long term contracts act in the spot markets di'.appear as soon as will we same way Thus when buyers and sellers sign only make the contracts attractive to some. 16 let all Outright Integration 1.3. Section 1.2 has shown the benefits of long term contracts and their potentially adverse impact on quality. However, the motivation transactions. In this subsection I for the paper is the low quality of intrafirm argue that outright integration is probably useful when the buyer and seller decide to write a contract with A equal to one. the buyer it is completely bound to the seller and quality is very low. In such circumstances becomes worthwhile to attempt to employ other mechanism One In such contracts, for assuring high quality. natural mechanism of this type requires that both buyer and seller come under the authority of a conmion employer. Before showing that integration can be useful cannot do. First, unlike the seller does not, by worth stressing some things is it Grossman and Hart (1986)^ giving control itself, to either the buyer or Grossman and Hart solve the quality problem. In it (1986) these changes of control help because they change the payoffs to both parties from some project they have in common. Here, if seller control would solve the the seller could thereby receive the buyer's payoff. quality if he himself gained (j, when where a separate agent who buys quality is has to incur personal costs equal to is high. The By seller contrast, needed even when the fi if quality is seller's moral hazard problem would try hard to provide I seller have in mind a situation has control. That buyer low. Seller control of the joint enterprise does not change the identity of the person incurring the costs of low quality. Thus, seller control does not, by common reduce the costs of providing quality. For this reason ownership by a third party rather than on buyer or Second, the requisite common effort. compensate buyers seller itself, would like itself, make Because top management must pay for receiving it The buyer would undo the consequences like of the is easier for the seller to provide sellers more for high quality spending the effort lie. and The necessary to top management to believe that she must bad quality she cannot ascertain quality on the basis of their words alone. 'See also the version of their model in Holmstrom and Tirole (1987). 17 focus on seller control. bad quality both agents have an incentive to top management to believe that he provide good quality. exert herself to ownership does not, by I is receiving. Management suppose that top management can ascertain quality by the expenditure of Finally, some resources. This assumption is not sufficient to solve the problem. is still observed by buyers. is management is to know whether idea is quality. payments that, for to verify its presence. earlier It is to depend on not enough for quality has been provided. nonetheless one mechanism which can help the top company induce high management of a common Suppose that by spending V, top management discovers whether quality has been provided is The must be able the level of quality, outside courts There my essence of that contractual payments cannot depend on the level of quality even though this level of quality top The way which a in is later verifiable at no cost. After spent, there exists objective evidence on quality which an outside court can use. spending V every period is V Then worthwhile after a contract with A equals one has been signed if: V<an-e. After V is spent, quality the selling worker ^ when he worthwhile for the worker. the expenditure of V This means that management can offer to pay contractible. is (15) successful in providing quality. is When (15) is payments to the worker satisfied these worthwhile to a combination of buyer and is This makes the seller effort as well as which refuses to separate under any circumstances. When (15) is satisfied, it is sometimes worthwhile to make A equal to one when, The reason in the absence of this monitoring technology, the optimal A is now the buyer and separations without sacrificing as much. seller Thus, the presence of management. It integration wastes Thus, The in my this technology also encourages this buy from the in-house common. gain the rents from eliminating V seller encourages integration under common management whenever this feasible. is is that common to order the in-house buyer to From a social point of view such since high quality can be achieved without any monitoring. favored interpretation of Society would be better off role of top all smaller. management if my results intrcifirm transactions are excessively more transactions took place through the market. in this subsection 18 is to spend V collecting evidence on quality. Management of Eccles the monitor as in Alchian and Demsetz (1972). is and White (1988), management in transactions between As study They show settles disputes over quality. ^^ profit centers, disputes arise in the and top management that, acts as the arbiter. I interpret these disputes as disputes over the quality actually provided. The resources spent on verifying quality (the role of many take The work forms. of Eccles management I stress) can and White (1988) suggests that these resources Managers encourage these often take the form of conflict between buyers and sellers. fights that because they reveal information. Buyers and Their wages must compensate them for this sellers utility loss. depending on the actual number and intensity of presumably dislike these fights. It is difficult fights. It is more likely to imagine wages that pay depends only on the average, or expected, level of conflict. Then, both buyers and sellers will be averse to any increased conflict. They both route transactions externally whenever will they can. The aversion to internal transactions on the part of both buyers and amply documented One issue in Eccles which sellers and White (1988). arises at this point why is the must be spent by the top management of a common V that firm. is spent on verifying quality Why, for instance, can't these resources be spent by outside auditors or even by the courts? There are two reasons. first, and principal, reason is that monitoring, policing and verification require power. monitor must be able to change the conditions of production to find out how the buyer are actually behaving. This flexibility is essential precisely because how a legal point of view, such residual control verification is for must be and in a is management. Indeed, from the purview of the owner of the asset. having top management perform the verification considerably simplified if one taining this familiarity takes time. There if The the assets with which buyer and seller work are used. Such residual control over the use of assets virtually defines the role of top The second reason seller The difficult to it is predict in advance the form of high vs. low quality. Therefore the monitor position to dictate is is is familiar with both buyer is and that such seller. Ob- thus a benefit to having the monitor remain '"Their model assumes there is a technological reason for monitors. As a result the monitoring that emerges not inevitable. By contrast, the monitoring that takes place here could usefully be replaced by a market. "This arbiter role is also stressed by Williamson (1975). '^Grossman and Hart (1986) equate residual control over the use of assets with ownership. 19 is socially good, in By nnaking the monitor part job for a long time. his of the firm, one increases his mobility costs and thereby one ensures that he learns the personal characteristics of buyer and seller. The shortcomings of long term contracts and the advantages of mergers that As contracts cannot specify when that literature, all contingencies. These individuals get to decide the contract does not specify what is model seem quite human this. on contractual incom- difficult to it The owner human capital accumulation accrue to others. gets to decide on all human capital accumulation. human capital accumulation of the owner. owner/manager. Perhaps In this case Ownership and his underlings This alleviates the moral hazard problem inherent They some uncontracted transactions ex post. therefore receives a disproportionate share of the payoff to both his of an pay individ- capital that they get. In the absence of ownership rights, of the benefits of an individual's can ameliorate to proceed from the one presented different They focus on the contractual incompleteness which makes uals for the specific how to follow. also base their theory of the firms pleteness. Yet, the implications of their He individuals are put in charge because in Grossman and Hart (1986) here. some describe Holmstrom are similar to those of the "incomplete contracts" theory of the firm surveyed by and Tirole (1987). I are careful to present their their theory applies also to corporate top model in the as one management. one would expect top managers compensation to be closely related to firm performance. In my story, by contrast, moral hazard may not be an issue for top managers. Top managers are policemen. The competence with which they dispatch these functions may be easy to determine from their reports. Top managers could still earn large sums if the skills needed to investigate wrongdoing, and apportion blame are case, one would expect larger firms, whose policing problems are more complex, to hire in short supply. In this more competent policemen. This suggests that management compensation should increase with firm size. By contrast their wages need not bear any particular relationship to firm performance. Jensen and Murphy (1988) suggest that compensation depends on firm size but rises only very slowly with firm performance. 20 One critical question faced by and Williamson (1937) all theories of the firm The question (1985). what is is the conundrum posed by Coase limits firm size. If top managers can intervene selectively and obtain whatever advantages there are to integration a single firm should control the whole economy obtain. This argument gains additional force when we recognize that integration eases collusion in product markets. Williamson (1985) gives a variety of reasons selectively. One are imperfect reeison why managers cannot which appears particularly germane and sometimes make mistakes. For managers must have great authority, so these mistakes can be larger is by many individuals when is dangerous. more attractive. The By him basic message of these three subsections is that managers to be effective at policing they They become more that firms is I it may costly the is common needed often well disrupt their many models where probably true of their attendant multiplicity of equilibria firms can earn does not depend on supergames with consider next a finite horizon model. given purcheisers beliefs about quality, the equilibrium I is these rights where intervention such ex post rents in equilibrium. To show that A context his decisions only rarely contribute to the contrast, giving organizations to capture rents. This 2. my the manager's span of control. Giving a manager residual decision rights over the is assets used good costly. in actually intervene so is There, unique. Cournot Model now consider a duopoly which is active for only two periods. The use of a finite horizon rules out the sort of supergame strategies which were central to the previous analysis. I now capital gives assiune that the firms must initially invest simultaneously in capital. This them the capacity to this capacity but it to produce in both periods. Production price, they each sell the demand its price. at minimum one firm has a lower If curve horizontally. then costless up cannot exceed capacity. In each period, both firms choose price simultaneously. this price. is The other The extent of their capacity price, firm's it sells demand is the both firms choose the same and half the quantity demanded minimum of its is the amount at capacity and total obtained by shifting the overall of this horizontal shift 21 If demand sold by the firm with a lower price. Aside from the issue of quality, the structure of duopolistic interaction in Kreps and Schcinkman (1983). Therefore, Cournot their as for a given level of quality, capacities equal levels. In a finite horizon customers is will leave model when is it offered unavailable in the last period. I more bad difficult to The reason quality. therefore sustain quality with the threat that assume that quality capital needed to produce one unit of high quality good which produces one unit of low quality good costs only c. in is is that this punishment embodied The extra e The in capital. each period costs c + e. is That again represents the cost of unobservable managerial effort. Buyers differ in their reservation prices. of low quality units Q quality for is n lower than that For any buyer, the reservation price for a unit for a unit of high quality. In each period, the which purchasers would be willing to pay P if they believe them number of to have high is: Q = a-bP. (16) Contractual payments cannot depend on the quality provided. With spot contracts, payments can only depend on the units received in each period. Payments to workers can depend on whether customers come back and continue buying at Long term contracts between buyers and relatively high prices. can also specify payments sellers if the pattern of purchases changes over time. 2.1. Spot Markets Firms 1 and 2 install capacity Ki and K2 respectively. Under the informational assumptions discussed below, the cost to a firm of a unit of high quality capacity and both firms decide to level is install then equal to the Cournot only high quality capacity. level. This occurs because, as is (c + t) The equilibrium capacity in Kreps and Scheinkman (1983), firms sell their entire capacity in the subsequent pricing game. In other words, firms expect to charge prices which clear the market price equals [a - K\ - K2)/b in when both sell their capacity. both periods. Assuming the cost of capacity 22 Therefore is (c + e), firm i's present discounted value of profits l-c-e {1+6) where 6 is then: is »/y 1,2, again the discount factor. In equilibrium each firm maximizes (17) its own profits taking the other's capacity as given. This gives: Ki = K2 ^ a b{c — 1 Given these capacities, the market clearing price Pn = a 2(c b^ 1 + e) +6 /3. (18) is: + e) +6 /3. (19) Profits are: l+l TT b{c a 96 1 + e) +6 (20) For this to be an equilibrium, firms must not wish to deviate when they choose quality, capacity or price. Given these capacities, cutting prices below (19) just reduces revenues since sales cannot increase. The following argument shows that raising prices profitable. If the firm could ignore the capacity constraint, its price revenue to a marginal cost of zero. This price is Consider know now would equate marginal lower than that given by (19) since that price equates marginal revenue to a positive marginal cost. the capacity constraint, the firm wishes to lower also not is its This means that, except for price below that given in (19). deviations in the level of capacity, taking quality choice as given. If firms that they will charge the market clearing price, then (18) gives their optimal capacity. Kreps and Scheinkman (1983) have shown that capacities even when (18) still gives the Nash equilibrium may firms properly recognize that other capacities in lead to non-market clearing prices. Before considering deviations at the quality stage and deriving the equilibrium cost of high quality capacity, I assume that buyers by tell (19). I present initially my assumptions regarding consumer learning about quality. expect high quality from any firm which charges a price given After purchasing, the buyers informally trade information about quality. each other the quality of the units produced by each 23 seller. I also let them tell They each other which units of capital from a particular seller have low quality output. ^^ Buyers are then willing to pay less for Consider a firm which quality. these units. installs a capacity given The equilibrium then by (18) where some units are of low involves second period prices given by (19) for the units of good quality and prices given by A for the units of a = - + 2(c -^ b 1 + + f) /3 (21) 6 low quality. At these price, the market clears in the second period. Cus- tomers want to buy exactly the units on offer at the posted prices. The firm thus gains no sales by cutting its price. It will also choose not to raise its price as long as the derivative of profit with respect to price: K, - bP, is nonpositive. Using the expressions in (19) and (20) this requires that: a — b{c l + ey /3<6 +S /i< a This analysis assumes that the incremental cost of high quality capacity payments to workers cannot depend on the suppose the (19) pays seller worker | its and obtains the same is By (21). between diff"erence when Sn > e price (19). They then pay firms who succeed is if if (19). In particular, the firm charges the price given by it pays | if it repeats its period the firm chooses to charge the price given Then it is /x. Therefore, in the latter case if S^ exceeds charging (19) c, one avoids the payment of fail It Thus from the necessary e. effort and provides low quality to sell at the price given by (19). The price given can hope to earn. Moreover, by charging this price, payment of | to the worker. |. providing high quality prefer to charge the high quality refrains the firm would the most that earns only in if (21) their workers a present value of Suppose that the worker (21) contrast, and (19) preferable to charging (21) even capacity. period two by need not pay | to the worker. it The sales at the price given sales as in period one. Similarly one sales at any price above in (21), in Yet, e. However, they can depend on level of quality. whether the firm continues to make the same is therefore charges the price given by (21) it by avoids the and the worker c. Confronted with this environment, workers choose to provide quality. Moreover the cost (in present value terms) of supplying a unit of high quality of a unit of low quality It is is only indeed lost fj, and has low quality are those + ^ —i,P -\ + e while that second period sales in the event the firm continues to customers with low reservation prices. In particular, the lost sales are those to customers with reservation prices units below c c. important to stress that the to charge (19) is /3. Sellers are disciplined R for high quality by buyers with low reservation prices. Note that management this equilibrium does not really require that quality at the buying company. Suppose that which serves the same decisions buy from from its role. Then top management R is be observable to top the cost of an alternative input of the buying company obtains efficient buying personnel by giving them a choice. Management allows them to either the original or the alternative source as long as they are willing to 25 pay their employer the price 2.2. Two The difference. Period ContractB role of long term contracts is somewhat different here these contracts have the objective of capturing rents. than Section in Now, however, rents As before 1. do not increase by reducing customer mobility since customers typically remain with their supplier. I thus assume that there to a specific seller. As a is an initial result of this period where a specific buyer can become attached attachment the buyer purchases his B units from the seller in both periods. ^"^ Because the attachment reduces the need for the seller to this particular buyer, that, frees the seller to the buyer and the seller do if demand equally seller spend more time selling to others. become attached, the two when they both charge random. Thus a at it who manages the same price. sellers I woo thus assume share the remaining Unattached buyers pick sellers to attach himself to a buyer in the initial period has more sales. This assumption embodies the idea that long term contracts with buyers capture rents by increasing sales. I also assume that the buyer who considers becoming attached a high reservation price. for He even low quality units. is willing to pay more than the duopoly This abstracts from one of the common integration with imperfect competition. This standard recison more to, say, seller is one has price given in (19) reasons for vertical that integration leads to efficient purcheises of inputs. In the initial period this specific buyer and seller one bargain. If they agree to a long term attachment the benefits are shared according to the bargaining strength of the two. If they fail When for P both if to reach agreement the game proceeds with the spot contracts of Section 2.1. the buyer and seller one agree to a two period contract, the external market sellers shrinks. In particular, the number of units which can be sold at a price of they are believed to be of high quality becomes: Q = a- B-bP. '*I could alto co.iiidcr attachmenta like thoie I considered in Section 1 which the buyer breaka probabiliaticaJly he receives low quality This would conaiderable complicate the analyais without affecting the main conclusion. 26 (23) in the event Since this outside market behaves like the market considered in Section 2.1 the equi- librium analogous. is equal their Cournot Quality is high and the capacities for external sales, b{c B- l Given these capacities, the market clearing price Pv B = + €) +S who Moreover, since the buyer on whether these The question is: a-B 2(c b 1 + e) +6 /3 (25) seller is made attached, the payment cannot usefully be sales take place in the that remains is is whether quality can be improved by letting these pay- period for these unit in purchased by an outside buyer. However, the outside buyer is embodied contingent second period. might try to switch the units sold to the attached buyer Since quality The reason His payment cannot depend on the level of quality. ments depend on how much outsiders are willing to pay switch. (24) builds the capacity for these units cannot be induced to bring forth the effort needed for high quality. words, the /3. units sold by seller one to his attached buyer are of low quality. that the worker i^^ level: K{ = Kl = The K^ and in capacity is likely to 2. In other for those initially be leary of such a and the outside buyer already knows that the units he received in period one were of high quality he will not welcome switches. In particular, suppose that unattached buyers do not know the quality received by attached buyers. Then, they would rationally perceive the quality of the units originally sold to the attached buyer to be low. The reason this perception is They would pay rational is make less for the following. them than for other units. Suppose outside buyers always Then, the worker who builds the capacity regard these units as being of good quality. to // these units knows that even outside sales will take place at a high price. compensation does not usefully depend on whether these provides low quality. Knowing this, sales take place. He His therefore the seller would always switch switch these units with those previously purchased by an outside buyer. Outside buyers would therefore only pay H less for these units. ^^ Since they do so regardless of actual quality, the compensation of 'Of course the outside buyer would then learn their quality. This 27 is of no help since the game ends after period two. made the worker cannot usefully be The for these units. contingent on the amount outsiders are willing to pay quality of these units will be low. B Given that the and units are of low quality, profits for the attached buyer seller considered together are are: + 1 B{l + where the second term rely only market R-ti 6) 1+S price. 96 B is b{c B- a- 1 By + e) +6 contrast, + Q (r 6) 2(c-f \ e) 1 , 1 + (26) the buyer and seller if times the difference between So total benefits of the two firms with spot markets b + 6 6 1 = B + 'a{l c 6) Two period (19) yields the contracts are + 6)Pn and e 9 c =^(where use of + (1 96 + + e) n2 (27) 6 e 6)n + t + 6)n-e]\ + -\{l + {1 {l + 6)B' 96 + 6]B^ (28) 96 second equality. Equation (28) has the following interpretation. more unit costs c — + + attractive the higher is the difference between unit revenues under spot markets. This e is when the extra sales brought about by the contract are valuable. The benefit from capturing these rents in part by the quality loss. This has an overall cost of (1 in (28) reflects less and the are: b{c a /3 R net benefits from the two period contract equal: <i> (1 6 also equals the profits of firm 2. on spot contracts, buyer surplus B{l The + in the in repeated term equals the game context, contracts which bind the buyer profits of firm 2. This term spot markets given by (21). In contrast to gain from these attachments. It is of per unit. The last term B. because they take rents away from one's competitors. This price. e offset at least that the duopoly's losses from the price reduction caused by integration are than linear As + 6)n — is some interest to The two is is may be clear in (17) there is compare these two period contracts profits now firms, perceiving a smaller external 28 whose second unambiguously lower than the my supergame model to spot attractive under also a social market lower markets from The a social point of view. units are sold (this is loss simply that quality is gain in consumer plus producer surplus B r=-'+* + 2(c l + So, the net social gains the difference between is gain + K2) [Ki Pn and is 5/3 more leading to a The Py). total f) ( The expression (19). in (29) from becoming attached are Thus equilibrium contracts private gains. The therefore: is where the second equality follows from in (28). lower. + K2 + B) and the difference between (/TJ reduction in market price of B/3b (this is of the type I is smaller than that strictly smaller than the have considered can be socially detrimental. Before closing this section, example shows that it is and meet and for all the conditions necessary to sustain high two period contracts to be attractive from a private To some extent these requirements point of view. if worthwhile to go through a numerical example. This possible both to quality spot market equilibria quality it is 6n exceeds the cost of quality e. On conflict. Spot markets provide high the other hand, a large difference between /i makes attachments unattractive. Firms may become attached nonetheless because e the attractiveness of two period contracts increases as a rises. Increases in a lead to higher prices without affecting the conditions for the existence of high quality equilibria. I assume that condition (13) e, b and B satisfied as is equal is 1.0, ft equals 1.5, c equals 10, and 6 equals the condition that requires that S^i be larger than a greater than or equal to 13.5 two period attachments are worthwhile. socially As worthwhile only assets can What makes sets. I e. For They become can sometimes improve on exclusive sales con- have studied. In particular, make Then, a also exceeds 15. in Section 1.3, outright integration tracts like those all if 1.0. if quality verifiable at cost Q, this agent a top manager is a top manager it who may be worth precisely that he is is giving control over hiring such a manager. given control over all as- This manager then ends up using a socially inferior (to spot markets) mechanism for elliciting high quality. 29 3. Conclusion Ever since the important work of Coase (1937) economists have generally viewed the internal organizations of capitalistic firms as benign. Even Williamson (1975, 1985), who concedes that vertical integration sometimes reduces competition, asserts that the main purpose of integration is to reduce "transactions costs." This paper suggests a helpful less sanguine view. Whether the organization of firms an empirical question. is It not a question economists should is answering on a priori grounds alone. Since we should play of institutions exists, In this paper little feel is socially capable of other information on the actual functioning close attention to the comments of managers. have taken a particular interpretation of the managerial displeasure I with internal transactions reported by Eccles and White (1988). I have viewed this dis- pleasure as arising from the inability of internal transactions to give satisfactory results when contracts are incomplete. Alternative readings dislike intrafirm transactions only transfer prices are to some extent may because they cloud managerial compensation. Because arbitrary, the existence of intrafirm transactions the profits reported by profit centers less meaningful. This wages to risk. managers' Holmstrom and dislike of centralized some reason for be possible. Perhaps managers may adversely subject procurement. This story is efficiency reasons for risk. One possibility, GM, is very similar to the story pursued here. There exposing the managers to this Information gathered from managers may risk. also illuminate by Williamson (1975, 1985) and Grossman and Hart (1986). is inducing specific investments. Similarly, less severe it that firms wish to may be alternative, when discovery. whether organizations are is One open the idea stressed issue is whether firms are very concerned with we do not know whether monopolistic conduct product markets exacerbates this unhappiness. predicts that which seems They await empirical particularly effective at inducing investments in specific capital. This manager unhappiness with integration GM not complete. Firms must have particularly plausible in the case of centralized procurement at is manager Tirole (1987) use an analogous argument to explain exposing their employees to additional capture rents. This makes does. 30 My in "rent capture" theory of integration The theory presented here may of firms accross nations. also be able to explain differences in the organization Japan and Korea both have than the US. In Korea large conglomerates dominate carry out many transactions with other and Japanese cultures, which members extoll the team relatively all industries. In of their spirit, more intrafirm transactions own make it keiretsu. Japan keiretsu firms Perhaps the korean possible to maintain higher quality in intrafirm transactions. This reduces the organizational cost of rent extraction through integration. 31 4. 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