Informed Headquarters and Socialistic Internal Capital Markets Daniel Hoang and Martin Ruckesy Karlsruhe Institute of Technology October 10, 2011 Abstract This paper develops a theory of resource allocation in internal capital markets that is consistent with the empirical …nding that multi-division …rms bias their investment levels in favor of divisions with weaker investment prospects. Headquarters has private information about the capital productivities of its divisions and capital allocations in the present serve as a signal to divisional managers about those in the future. As competition between divisions is only productivity-enhancing if the perceived di¤erences in productivity are not too pronounced, headquarters biases current investment in favor of ex-ante weaker divisions either to not disclose productivity di¤erences or to credibly signal their absence. The model o¤ers an explanation for why new CEOs allocate relatively less capital to the divisions through which they advanced. JEL Classi…cation: G31, D82 We thank Hendrik Hakenes, Ulrike Malmendier, Andrew Postlewaite, Jörg Rocholl and Adam Szeidl for many helpful comments. We also bene…ted from comments by participants at the 2008 CEPR European Summer Symposium in Gerzensee, the 2008 Annual Meeting of the German Finance Association and the 2009 Annual Meeting of the Swiss Society for Financial Market Research and seminar participants at the University of California, Berkeley, ESCP-EAP Paris, ESMT Berlin, and Humboldt University Berlin. Hoang gratefully acknowledges …nancial support from The Monitor Group. y Hoang is with The Monitor Group and the Karlsruhe Institute of Technology, email: daniel.hoang@kit.edu. Ruckes is with the Karlsruhe Institute of Technology, email: martin.ruckes@kit.edu. Contact information for both authors: Dept. of Finance and Banking, Karlsruhe Institute of Technology, Building 20.13, Kaiserstraß e 12, 76131 Karlsruhe, Germany, Phone: +49 721 608 43427, Fax: +49 721 359 200. Informed Headquarters and Socialistic Internal Capital Markets Abstract This paper develops a theory of resource allocation in internal capital markets that is consistent with the empirical …nding that multi-division …rms bias their investment levels in favor of divisions with weaker investment prospects. Headquarters has private information about the capital productivities of its divisions and capital allocations in the present serve as a signal to divisional managers about those in the future. As competition between divisions is only productivity-enhancing if the perceived di¤erences in productivity are not too pronounced, headquarters biases current investment in favor of ex-ante weaker divisions either to not disclose productivity di¤erences or to credibly signal their absence. The model o¤ers an explanation for why new CEOs allocate relatively less capital to the divisions through which they advanced. 1 Introduction Well-functioning internal capital markets channel scarce …nancial resources into their most productive uses. In multi-division …rms, headquarters has ownership rights and is therefore able to allocate capital across divisions (Gertner, Scharfstein and Stein, 1994). This allows headquarters to steer funds towards divisions with relatively favorable investment opportunities (Stein, 1997). However, the value of such internal capital markets has been questioned. Empirical research points to the distortion of capital allocation, such that headquarters favors divisions with poor growth prospects at the expense of those with good growth opportunities (Shin and Stulz, 1998, Rajan, Servaes and Zingales, 2000, and Ozbas and Scharfstein, 2010).1 These …ndings have led to a number of theoretical characterizations of the workings of internal capital markets, consistent with such behavior based on agency problems between top management and divisional managers (Rajan, Servaes and Zingales, 2000, Scharfstein and Stein, 2000, and Bernardo, Luo and Wang, 2006). This paper provides an alternative explanation of “socialistic” allocation of …nancial resources arguing that top management uses capital allocation as an instrument to communicate with divisional managers. Divisional managers exert costly e¤ort to increase their own divisions’investment productivities. Whereas in case of identical ex-ante investment productivities of two divisions, the entire capital budget is allocated based on divisional managers’productivity improvements, this is not the case if ex-ante investment productivities di¤er markedly. Then, a large fraction of the capital budget remains earmarked for the more productive division, which limits the e¤ect of productivity improvements by divisional managers on capital allocation. This weakens either divisional manager’s incentives to engage in productivity improvements. Top management bene…ts from the productivity improvements divisional managers make. As competition for capital budgets is only e¤ective in stimulating productivity improvements if ex-ante productivities of divisions are perceived to be similar, top management has an incentive to communicate such a productivity structure to divisional managers. Possibly the most important means of communicating relative productivities are the divisions’ capital budgets themselves. For example, a signi…cant di¤erence in capital budgets between two divisions reveals a substantial productivity di¤erence. As this leads to little managerial e¤ort, top management would like to avoid sending this message to divisional managers. It can do so by allocating capital evenly across divisions even though capital productivities di¤er or by allocating more capital to an on average weaker division when capital productivities turn out to be identical. This behavior implies that 1 These empirical studies are not free of measurement and endogeneity problems. Maksimovic and Phillips (2007) provide a comprehensive discussion of these issues in the literature on internal capital markets. 1 divisions with better investment opportunities do not receive as much capital as their capital productivities would imply. The cost of a bias in favor of divisions with lower capital productivities is ine¢ cient capital allocation in the present, but higher capital returns in the future due to stronger managerial e¤orts to improve productivities. Thus, capital allocation favoring divisions with weaker investment prospects can be interpreted as an investment by top management. Consequently, biased capital allocation is predicted to be most prevalent when the opportunities for top management to make such investments are best and its incentives for making them are strongest. Among the predictions of the model are that the described bias in capital allocation is more frequent during periods of temporarily relatively severe …nancial constraints and those when capital productivities of the divisions have changed. For example, the model implies that diversi…ed …rms respond later to new product market developments than their standalone counterparts. It also o¤ers an explanation for why, after CEO turnover, divisions not previously a¢ liated with the CEO display on average a signi…cantly larger change in capital expenditures than the divisions through which the new CEO has advanced (Xuan, 2009). The argument rests on the notion that top management possesses private information relative to divisional managers. There are several reasons why this appears a sensible premise. First, headquarters is well-informed about all the divisions of the …rm, whereas divisional managers have detailed knowledge only about their own divisions. Thus, it appears natural that headquarters holds better information about the relative productivity of capital across divisions than do divisional managers. Second, top management is likely to be better informed on issues in‡uencing the pro…tability of several divisions, such as general economic conditions, political developments, potential merger opportunities, or possible spillovers across divisions.2 Such informational advantages often result from top managers’activities beyond the realm of the …rm including board memberships, activities in professional associations, or the use of personal contact networks.3 Third, top management in all likelihood holds a private assessment of divisional managers’level of ability to successfully implement new projects. In addition to holding “objective”private information, headquarters’private information may also be “subjective” in nature. Often top managers have strong convictions about the future of their respective …rms. Such 2 The literature on strategic management recognizes the informational advantages of CEOs and other higher-ranking individuals. Mintzberg (1975), for example, sums it up as follows: “The manager may not know everything but typically knows more than subordinates do. Studies have shown this relationship to hold for all managers, from street gang leaders to U.S. presidents.” 3 In the sample of Mintzberg (1975), chief executives spent an average of 44 percent of their contact time with individuals outside the organization. He writes that “... liaison contacts expose the manager to external information to which subordinates often lack access. Many of these contacts are with managers of equal status, who are themselves nerve centers in their own organization. In this way, the manager develops a powerful database of information.” For a recent, more extensive study of CEOs’allocation of time see Bandiera, Guiso, Prat and Sadun (2011). 2 “visions”may re‡ect a bias toward certain activities (Rotemberg and Saloner, 2000, and Hart and Holmström, 2002) and represent a determinant of …rms’investment policies. Also, top management may have privately known preferences for certain types of investments resulting from career concerns. These preferences may lead top management to tend to act too conservatively (Zwiebel, 1995), too aggressively (Prendergast and Stole, 1996) or similarly to other relevant players (Scharfstein and Stein, 1990). Irrespective of whether top management’s private information is objective or subjective in nature, its disclosure does a¤ect divisional managers’incentives. Thus, top management has an incentive to manage the level of information disclosed to divisional managers. Related Literature The empirical documentation of biased allocations of …nancial resources in favor of divisions with weaker investment prospects have led to several theoretical characterizations of the workings of internal capital markets consistent with such behavior. Scharfstein and Stein (2000) argue that managers of divisions with poor investment opportunities have stronger incentives to spend time lobbying to increase their capital allocations. When there is a preference of top management to compensate these managers with capital allocations rather than higher salaries, this behavior leads to larger–than–e¢ cient allocations to weaker divisions. Rajan, Servaes and Zingales (2000) show that a very uneven resource allocation can lead divisional managers to steer their investment policies away from e¢ cient cooperative investments and towards those that bene…t only the managers’own divisions. To avoid such ine¢ ciencies, headquarters tilts capital allocations towards divisions with fewer investment opportunities. In a setting in which divisional managers have private information about project quality and in addition need to be incentivized to provide e¤ort, Bernardo, Luo and Wang (2006) show that headquarters optimally biases project choice in favor of weaker divisions. Managers of high productivity divisions have an incentive to underreport their productivity to increase their …nancial compensation for strong results. Making it harder for those divisions to obtain capital improves managerial information disclosure, thus permitting less expensive incentive provision for division managers. None of these papers view biased capital allocation as an investment by top management and ignore an explicitly dynamic dimension of capital allocation decisions. While this paper focuses on information asymmetries within the …rm, these are not the only information asymmetries that a¤ect capital allocation. De Motta (2003) and Goel, Nanda and Narayanan (2004) include the impact of informational asymmetries between corporate insiders and …nancial markets on the distribution of capital across divisions. The argument advanced in this paper is based on the notion that headquarters’ability to reallocate capital 3 across divisions may sti‡e managerial initiative. This has also been noted by Brusco and Panunzi (2005) and Gautier and Heider (2009), who assume that e¤ort leads to increased income in the period of its provision. In contrast, Inderst and Laux (2005) model, like we do, managerial e¤ort directed at generating future investment opportunities. Inderst and Laux (2005) show that managerial incentives of …nancially constrained …rms tend to increase when divisions display similar capital productivities. Neither of these papers studies the implications of a privately informed headquarters on capital allocation. The …nance literature has long recognized the importance of communication issues (for example, Ross, 1977). In this literature agents typically communicate private information to principals. A central feature of our model is that it is the principal who possesses private information. Contracting problems in such settings are studied in the economic literature on informed principals; see for example Maskin and Tirole (1990 and 1992) and Inderst (2001). Crémer (1995) and Aghion and Tirole (1997) demonstrate that better information of principals may worsen agents’incentives. Ferreira and Rezende (2007) recognize that managers frequently have an incentive to refrain from disclosing their strategic intentions. None of these papers are concerned with the information conveyed by capital budgets. In Section 2 we characterize the model. Section 3 contains the analysis of the model. We describe the model’s implications and relate it to existing empirical evidence in Section 4. Section 5 provides an extension and Section 6 concludes. Proofs of formal results are relegated to an appendix. 2 The Model Players and investment opportunities We model an internal capital market with three agents: headquarters and two divisional managers i, i = A; B. There are two periods, t = 1; 2. Agents are risk-neutral. Headquarters distributes a …xed amount of funds It based on expected performance, i.e. capital productivity qi;t , of divisions A and B. Available funds It > 0 are deterministic and are derived from investments in previous periods. There is no access to external …nancing. Expected investment returns are strictly positive with decreasing returns to scale and assume that divisional periodical payo¤s i;t are given by i;t = qi;t Ii;t 1 2 kI 2 i;t (1) where Ii;t denotes the period t capital investment in division i and k > 0 parametrizes returns to scale. Divisional capital productivity qi;t > 1 depends linearly on a …xed baseline productivity q i > 1 and a 4 productivity parameter xi 2 f0; xg. We refer to the sum of these productivity parameters as a division’s intrinsic productivity. In addition, divisional managers can exert e¤ort during period 1, ei 2 f0; eg, e > 0, in order to increase capital productivity of their divisions during the next period. In this formulation, e¤ort can be interpreted as engaging in restructuring production or distribution, repositioning part of the product portfolio, mentoring employees, furthering long-term relationships with customers or suppliers, or simply searching for investment opportunities to be implemented during the upcoming period. Concretely, divisional capital productivities are given by qi;1 = q 1 + xi and qi;2 = q 2 + xi + ei : (2) Asymmetry between divisions and information To model asymmetry between divisions in the simplest way, we assume that while for division B the productivity parameter xB takes on the value zero with certainty, for division A the probability of xA = 0 is 2 (0; 1) and that of xA = x is 1 . This implies that intrinsic productivities di¤er in favor of division A or are equal across divisions. Headquarters is assumed to possess private information about division A’s intrinsic productivity and observes xA perfectly. Division managers do not observe the realization of xA .4 We assume that divisions have su¢ ciently pro…table investment opportunities such that available funds are fully invested during any period.5 For simplicity, we assume that payo¤s from investments in t = 1; 2 are additively separable and do not accrue before the end of period 2. The interest rate is normalized to zero. Let t 2 [0; 1] denote the period t portion of available funds It invested in division A and headquarters’ periodical payo¤ when allocating t. t( t) denote Thus, considering equation (1), for all t = 1; 2; t( t) equals t( t) = qA;t t It 1 k( t It )2 + qB;t (1 2 t )It 1 k((1 2 2 t )It ) (3) Managerial preferences Divisional managers strictly prefer more capital to less. Concretely, we assume private bene…ts to be 4 A more general and probably more natural approach would be an information structure in which headquarters is well-informed about the true prospects of all divisions, whereas divisional managers have detailed knowledge only about their own divisions. This would, however, require allowing for at least three states of the world which complicates the exposition. Our formulation is su¢ cient to capture the idea that both managers do not know their position relative to each other. As will become clear, the main implications of our analysis would be una¤ected with a more general structure. 5 A richer setting in which the intertemporal transfer of funds from the …rst to the second period is optimal would not qualitatively change the conclusions. 5 proportional to assets under control (for example, Harris and Raviv, 1996, De Motta, 2003, and Brusco and Panunzi, 2005). We consider the admittedly extreme case in which empire-building motives are su¢ ciently strong that no feasible incentive payment can alter managers’behavior (see also Hart and Moore, 1995, and Aghion and Tirole, 1997).6 E¤ort creates a private cost to the manager c(ei ) which is c > 0, if ei = e and 0, if ei = 0. Consequently, in this two-period setting, managers seek to maximize utility, which is described by the sum of private bene…ts derived from assets under control in both periods less the cost of exerting e¤ort in period 1: Ui (ei ) = (Ii;1 + Ii;2 ) c(ei ). (4) Sequence of actions and events The sequence of actions and events is shown in Figure 1. Figure 1: Sequence of Actions and Events 1. Before any capital allocation occurs, headquarters observes xA which reveals the intrinsic capital productivity in division A in both periods. We refer to headquarters as being of type H if intrinsic 6 Even if divisional cash ‡ows are veri…able, providing e¤ective contractual incentives for the search for new investment opportunities is di¢ cult to achieve. Due to the typically considerable time lag between search e¤ort and investment cash ‡ows, divisional cash ‡ows in each period are in‡uenced by a multitude of factors that are frequently weakly related to the e¤ort in question. 6 productivities di¤er in favor of division A and as being of type L if intrinsic productivities are equal across divisions. 2. Headquarters distributes available funds I1 based on observation of qi;1 = q 1 + xi . 3. After observing capital allocation 1 (and possibly revising their assessments about xA ), divisional managers simultaneously choose e¤ort ei . 4. After learning qi;2 = q 2 + xi + ei , headquarters allocates available funds I2 . 5. At the end of period 2, payo¤s 3 i;t from investments made in the previous periods are realized. Analysis In the following, we examine optimal capital allocation of headquarters and equilibrium behavior of divisional management. We decompose the analysis of two-period capital allocation into three stages: a …rst stage, in which headquarters chooses …rst-period capital allocation; a second stage, in which divisional managers choose their levels of e¤ort; and a third stage, in which headquarters makes its second-period capital allocation choice after productivity-enhancing activities of divisional management have been realized. Since equilibrium behavior is sequentially rational, we solve the game backwards, beginning with headquarters’second-period capital allocation. We restrict our attention to pure strategy equilibria. 3.1 Capital Allocation in Period 2 By the beginning of period 2, headquarters learns about second-period productivity of its divisions qi;2 with certainty. Hence, headquarters solves: max qA;2 2 2 I2 1 k( 2 2 2 I2 ) + qB;2 (1 subject to 2 2 [0; 1]. 7 2 )I2 1 k[(1 2 2 2 )I2 ] (5) Considering the strict concavity of (5), the optimal rule for capital allocation in period 2 is: 2 8 > > 0 > < = 1 > > > : xA +eA eB +kI2 2kI2 if xA + eA eB if xA + eA eB kI2 (6) kI2 otherwise. Headquarters shifts all funds to division i if its productivity advantage is su¢ ciently large, and headquarters splits funds evenly if productivities are identical. (6) reveals that it is division As relative productivity advantage, xA +eA eB , that matters for its second-period capital allocation. Exerting e¤ort weakly increases a manager’s own capital allocation and thereby weakly decreases the other manager’s allocation. In addition, second-period capital allocation to division A, 3.2 2, weakly increases in xA . Managerial E¤ort in Period 1 When choosing …rst-period e¤ort levels ei , division managers anticipate that headquarters reacts optimally given pro…tabilities qi;2 , and that it allocates capital according to (6). Since funds I2 are scarce, managers compete for their share of the limited total capital budget. This competition for funds represents a game of incomplete information: each manager chooses whether to exert e¤ort or not, while the (type-dependent) value of xA and the (unobservable) e¤ort choice of her counterpart are uncertain. In contrast to headquarters, managers do not know the true productivities ex ante (either their “opponent’s” or their own), which implies that managers are unable to distinguish one type of headquarters from the other. Before choosing ei , managers observe headquarters’current capital allocation in divisions is persistent, this is relevant information and 1 1. When capital productivity is indicative of future allocations. Hence, divisional managers may learn from current allocations about headquarters’ private information and may update prior probabilities about headquarters’type. For example, a particular capital allocation may reveal to managers that headquarters is type L, leading managers to exert e¤ort. However, other allocations may not disclose such additional information. We denote the resulting posterior beliefs as p(Lj p(Hj 1) =1 ( 1) = ( 1) and 1 ). To focus the analysis, we make the following parametric assumptions: Assumption 1 Signi…cance and bene…t of e¤ ort: e kI2 and c 1 2 I2 . The …rst part of the assumption implies that in case of equal intrinsic productivity a division manager is 8 able to attract the entire period-2 capital budget by exerting e¤ort given that her counterpart does not. The second part ensures that in such a situation the division manager …nds it attractive to indeed exert e¤ort as her cost of providing e¤ort is not too large. Assumption 2 Diversity in intrinsic productivities dominates e¤ ort: x e kI2 . This assumption has as a consequence that if division A is intrinsically more pro…table, it receives all funds regardless of whether its manager works hard or not. In other words, if intrinsic productivities turn out to di¤er, the competition for internal resources has been decided irrespective of the managers’e¤ort choices. The central implication of this assumption is that a division’s second-period capital allocation is less sensitive to its manager’s …rst-period e¤ort when intrinsic productivities di¤er than when they are identical (see Inderst and Laux, 2005). As a consequence, ex-ante inequity diminishes divisional managers’incentives to exert e¤ort.7 The disincentive e¤ect of inequity characterized here is similar to that in tournaments when contestants have unequal chances of winning (see, for example, Lazear and Rosen, 1981, O’Kee¤e, Viscusi, and Zeckhauser, 1984, and Schotter and Weigelt, 1992). The strategic considerations of each manager can be represented in the matrix depicted in Figure 2. Managers A and B represent the column and row players, respectively. 0 0 e I2 1 2 I2 ( 1) e 1 2 I2 c ( 0 1) I2 (1 I2 1 2 ( 1 )) ( 1) I2 I2 ( 1 2 c 1) ( 1) I2 I2 c c Figure 2: Competition for funds under incomplete information. Utility of manager A on the left, utility of manager B on the right of each box. Given the action of the other manager, a divisional manager’s increase in utility by switching from no e¤ort to positive e¤ort is given by 1 2 ( 1) I2 c, which is linearly increasing in ( 1 ). Thus, a perceived high probability of identical intrinsic productivities across divisions increases managers’incentive to exert e¤ort. It is now straightforward to derive equilibrium levels of e¤ort: 7 While Assumption 2 is su¢ cient to generate the disincentive e¤ect of inequity, it is not necessary to assume that the entire budget is allocated to the more intrinsically productive division. It su¢ ces to assume that a large enough fraction of the budget is earmarked for investment in the stronger division. Relaxing the assumption in that way would render the exposition somewhat more complicated. 9 Lemma 1 Posterior beliefs re‡ect any information conveyed by headquarters’ capital allocation in period 1. Equilibrium levels of e¤ ort (eA ; eB ) are sensitive to these beliefs and weakly increase with the belief that headquarters is type L: (eA ; eB ) = 8 > > < (e; e) > > : (0; 0) if 2 if 0 c I2 ( ( 1) 1 1) <2 c I2 . When managers with empire-building tendencies choose to engage in productivity improvements, they do so based on the expected increase in capital allocation that results from such e¤orts. The incentive to choose a high level of e¤ort is su¢ ciently strong if ( 1) is equal or above a certain threshold. The result establishes the positive role that the existence of the potentially weaker division has in leading to productivity improvements in the stronger division. This role is limited to situations, however, in which the posterior belief suggests that heterogeneous productivities across divisions are not too likely. 3.3 Capital Allocation in Period 1 We now move to the …rst stage of the game in which headquarters decides on the optimal capital allocation in period 1. We begin by studying optimal capital allocation in the case of complete information about division A’s intrinsic productivity. This characterization is then used to examine capital allocation in situations in which information on productivities is private to headquarters and managers are unable to distinguish headquarters’type. 3.3.1 Benchmark Case: Complete Information about Intrinsic Productivity Since periods are additively separable we can derive the optimal capital allocation formation simply by maximizing 1( 1) + 2( 2) with respect to 1. 1 1 under complete in- depends on marginal returns in divisions A and B. The di¤erence is that returns are exogenously given and therefore independent from other decisions. Considering that 1 1 2 [0; 1], we obtain = 8 > > < 1 2 n o > > : min x+kI1 ; 1 2kI1 if headquarters is type L (7) if headquarters is type H: 10 Hence, if headquarters is type L, headquarters’ e¢ cient allocation is to split funds evenly, since marginal divisional returns are identical and strictly decreasing. If headquarters is type H, the exposition of the analysis, we set x 1 2 (0:5; 1]. To simplify kI1 . Thus, headquarters invests all available funds in division A. Using the …ndings of the previous section, we can establish the following result. Proposition 1 Under the assumptions previously imposed, there is a unique subgame perfect equilibrium under complete information about intrinsic productivity. Subgame perfect equilibrium behavior ( is given by ( 1 ; (eA ; eB ); 2) = 8 > > < ( 21 ; (e; e); 12 ) 1 ; (eA ; eB ); 2) if headquarters is type L > > : (1; (0; 0); 1) if headquarters is type H Using these results, second-period …rm pro…ts yield L;2 = L;2 ( 2 ; eA ; eB ) H;2 = H;2 ( 2 ; eA ; eB ) = (q 2 + e)I2 = (q 2 + x)I2 1 2 4 kI2 1 2 2 kI2 if headquarters is type L if headquarters is type H and total expected payo¤ s result in L H = = H;1 L;1 + + L;2 H;2 = q 1 I1 + (q 2 + e) I2 1 k(I 2 + I22 ) 4 1 = (q 1 + x)I1 + (q 2 + x)I2 1 k(I 2 + I22 ): 2 1 Consequently, when productivities of divisions are common knowledge among headquarters and managers, our model implies: if divisions di¤er in their investment opportunities (type H), headquarters uses its allocative authority and consistently steers all funds to its strongest division A. Managers foresee headquarters’optimal strategy, anticipating that e¤ort has no impact on ex ante predetermined capital allocation. Hence, there is no incentive for either manager to be productive. In contrast, if divisions have similar investment opportunities (type L), headquarters’right to allocate funds to the most productive use creates the incentive for managers to work hard. Headquarters allocates capital evenly in both periods. 11 3.3.2 Capital Allocation with Incomplete Information: E¤ort in the Absence of Learning Under incomplete information, our model conceptually de…nes a signaling game. An informed headquarters moves …rst with its …rst-period allocation, which may reveal additional information. Then, uninformed managers update their beliefs about headquarters’ type and react to these allocations, according to the policy described by Lemma 1. To characterize the outcome of this game we apply the concept of Perfect Bayesian Equilibrium (PBE) and determine the set of separating and pooling equilibria in pure strategies. In a separating equilibrium, both types of headquarters choose di¤erent allocations, and managers can learn headquarters’type. In contrast, in a pooling equilibrium, both types of headquarters set the same allocation and managers can infer nothing from the allocation. As usual, a multiplicity of equilibria arises since PBE does not impose any restrictions on managers’beliefs following out-of-equilibrium allocations. To provide sharp predictions on likely equilibrium outcomes, we restrict the set of out-of-equilibrium beliefs by jointly applying two well-known re…nements: the concept of Undefeated Equilibrium introduced by Mailath, Okuno-Fujiwara and Postlewaite (1993) and the concept of D1 proposed by Cho and Kreps (1987).8 We assume that the ex-ante probability of identical intrinsic productivities across divisions is not too small: 2 such that managers’best response after observing p c , I2 (8) is to exert e¤ort ei = e. We examine the case in which condition (8) is violated in Section 5. The following proposition characterizes the equilibrium. Proposition 2 Suppose 2 c I2 . a) If x < 12 kI1 + 2e II21 , there is a unique (Undefeated Equilibrium and D1) pooling equilibrium outcome, in which both types of headquarters split funds evenly according to ( 1 ; (eA ; eB ); 2) = 8 > > < ( 12 ; (e; e); 12 ) p = 0:5. Equilibrium strategies are given by if headquarters is type L > > : ( 1 ; (e; e); 1) if headquarters is type H. 2 8 See also Nöldeke and Samuelson (1997) for the joint relevance of both re…nement concepts in an evolutionary model of job-market signaling. 12 The …rst-period allocation equal their prior, p(Lj p) deviation on the interval p is uninformative with respect to divisional productivity, hence managers’beliefs = . Managers assign zero probability to type L following an o¤ -equilibrium 2 (0:5; 1] and form arbitrary beliefs otherwise. Equilibrium payo¤ s to headquarters equal L;1 + H;1 ( if headquarters is type L L;2 p = 0:5) + H;2 + eI2 if headquarters is type H. b) If x > 12 kI1 + 2e II12 , there is a unique (Undefeated Equilibrium and D1) separating equilibrium outcome, which is the complete information outcome described in Proposition 1. Proposition 2 establishes that the incentive of headquarters not to disclose information on divisional productivity through capital allocation can be important enough to determine the equilibrium outcome. Avoiding disclosure is accomplished by allocating the …rst-period capital budget evenly between divisions. Any larger capital allocation to division A would be interpreted by managers as evidence that division A is intrinsically more productive and would in turn lead to the absence of e¤ort. The incentive of headquarters to avoid disclosing information is su¢ ciently strong when heterogeneous productivity across divisions is not too likely ex ante. Then, uninformed managers expect their e¤ort to have an impact on second-period capital allocation and they therefore engage in value-enhancing e¤ort, regardless of their relative rank with respect to productivities. In addition, the bene…t of increased second-period capital productivity must be su¢ ciently large to a type H headquarters relative to …rst-period cost due to ine¢ cient investment, in order for pooling to be pro…table. Corollary 1 Under the assumptions of Proposition 2a, type H headquarters with private information about the productivity of the …rm’s divisions allocates more (fewer) …rst-period funds to the division with relatively poor (good) investment prospects than under complete information about divisional productivity. Type L headquarters’ capital allocation does not depend on whether or not it has private information. Corollary 1 follows from Propositions 1 and 2 and implies a “socialistic”capital allocation in internal capital markets for the speci…ed parameter set. If investment opportunities across divisions di¤er (headquarters is type H), the …rm invests …rst-period capital less pro…tably in its “lower q” division B than it would if allocating that capital to its “higher q”division A. Thus, the model provides an alternative explanation for such 13 a distortion of capital allocations based on headquarters’management of divisional managers’expectations about the sensitivity of capital allocation to changes in e¤ort. The bias in favor of divisions with weaker investment prospects has been documented in empirical studies by Shin and Stulz (1998), Rajan, Servaes and Zingales (2000), and Ozbas and Scharfstein (2010). For example, Rajan, Servaes and Zingales (2000) …nd that divisions that are in high Tobin’s-q industries relative to the …rm’s other divisions tend to invest less than comparable stand-alone …rms, and that low Tobin’s-q divisions relative to the …rm’s other divisions tend to invest more. Corollary 2 The pooling equilibrium under incomplete information about intrinsic productivity renders a type H headquarters better o¤ than its complete information equilibrium. For a type L headquarters, equilibria under complete and incomplete information are payo¤ -equivalent. Thus, private information improves the equilibrium outcome for headquarters. From the perspective of the two-period investment cycle, either type of headquarters is (weakly) better o¤ following a policy of nondisclosure (via capital allocation), which implies that the pooling equilibrium outcome dominates the complete information outcome for both homogeneous and heterogeneous intrinsic productivities. The reason for this is that when the assumptions of Proposition 2a are met, the bene…ts of productivity-enhancing competition for funds between divisions outweigh the cost of a temporarily distorted capital allocation. Thus, if headquarters’ preferences are aligned with investors, withholding information about true capital productivities increases …rm value.9 Consequently, our model provides an argument for limiting access to information about other divisions’business opportunities and, in this respect, for strategic lack of transparency within multi-business …rms. It also may serve as a rationale for why …rms may oppose regulation that increases transparency about individual units such as detailed segment reporting. 4 Empirical Implications Overall, biased capital allocation can be interpreted as an investment decision by headquarters: it accepts an on average lower quality of …rst-period investment to achieve higher quality second-period prospects. In this section we identify a number of additional implications of the model and discuss related empirical evidence. 9 Note that this result does not necessarily imply that the value of the diversi…ed …rm is higher than the aggregate value if the divisions were run and …nanced separately. For example, if aggregate budgets are held constant and outside investors are assumed to be uninformed about intrinsic productivities, it is possible that separately run divisons have a higher aggregate value than the joint incorporation of both divisions. 14 a) Top Management’s Private Information and Capital Allocation Our line of argument is based on the existence of private information of top management about relative capital productivities of divisional managers. It appears reasonable to assume that a given divisional manager’s lack of information about the other divisions’productivities is more pronounced when those divisions operate in di¤erent industries from the manager’s own division. Then, managers may rely less on their own knowledge about industry, technology, products, and regulations when assessing the quality of other divisions’investment opportunities precise assessments are more challenging to achieve. Thus the model predicts that socialistic capital allocations are more prevalent in multi-business …rms operating strictly unrelated businesses. This implication is consistent with Ozbas and Scharfstein (2010) who …nd that it is predominantly unrelated segments of conglomerate …rms that tend to invest less than stand-alone …rms in high Tobin’s-q industries.10 If top management pursues objectives di¤erent from maximizing shareholder value it is unlikely to communicate about its true objectives. Thus, a weak governance of a …rm in which top management is not prohibited from pursuing its private objectives typically adds an additional level of private information of top management. As top management’s private information is a prerequisite in our model for an investment bias in favor of weaker divisions, this bias is predicted to be more prevalent in …rms with weaker governance. This prediction is also made by Scharfstein and Stein (2000) and Bernardo, Luo and Wang (2006) and is consistent with empirical evidence in Ozbas and Scharfstein (2010) who document that “socialistic” behavior is more pronounced in diversi…ed …rm in which top management has small ownership stakes.11 b) Heterogeneity of Productivities and Capital Allocation Assumption 2, (x kI2 + e), and Proposition 2, x < 21 kI1 + 2e II21 , provide a lower and an upper bound for the productivity parameter x that lead to biased capital budgets, respectively. This implies that biased capital allocations only occur when the di¤erence in intrinsic productivities is neither to small nor too pronounced.12 The latter requirement suggests that an investment bias in favor of weaker divisions is more prevalent when a …rm’s divisions have reached at least a certain level of maturity. For each …rm, the parameter range of x in which an investment bias takes place depends on I1 , I2 , e and 10 See also Khanna and Tice (2001) who …nd that …rms with operations in related industries do not appear to subsidize weaker divisions. 11 Other empirical studies that …nd that better governance leads to higher investment e¢ ciency are Durnev, Morck and Yeung (2004), Datta, D’Mello and Iskandar-Datta (2009) and Sautner and Villalonga (2010). 12 The empirical …ndings in Rajan, Servaes and Zingales (2000) suggest that “socialistic” behavior is more pronounced the larger the spread in the industry Tobin’s-q across divisions. However, due to the assumed linearity, their approach would not be able to detect the inverse U -shape that our model generates. 15 k. While changes of I2 , e and k have ambiguous e¤ects on the parameter set of x that lead to “socialistic” cross-subsidization, a decrease in I1 strictly expands this set. Thus, an investment bias in favor of weaker divisions is predicted to be stronger in time periods of temporarily constrained funds, i.e. when free cash ‡ows are low. c) Intertemporal Pattern of Investment and Inertia While during periods of stable productivity levels, divisional managers learn about their relative productivity levels over time, times of possible structural changes in at least one of the divisions frequently renders this information obsolete and provides room for top management’s own assessment about possible changes in corporate direction. In the model, headquarters only responds to new developments when the intrinsic productivity of division A exceeds a certain threshold. Thus, information about changes in productivity needs to be more precise in order to make diversi…ed …rms alter their capital allocation. As information about structural productivity changes are revealed over time, the model implies that diversi…ed …rms respond later to developing structural changes in one of their businesses than single-segment …rms do. When they do, the shift in investment distribution is substantial as top management’s assessment of productivity changes are signi…cant to trigger such a shift. The economic literature has long documented that major innovations in industries are made by new entrants rather than industry incumbents (see, for example Scherer, 1980). The model predicts that this is even more pronounced if the incumbents are predominantly diversi…ed …rms. 5 Capital Allocation with Incomplete Information: No E¤ort in the Absence of Learning The analysis of the preceding sections focuses on the situation in which divisional managers choose to exert e¤ort in case they don’t learn anything from …rst-period capital allocation discuss the situation in which this condition is violated <2 c I2 2 c I2 . In this section, we and, hence, managers do not exert e¤ort, if …rst-period allocation is uninformative. In this case, as long as x < 12 kI1 +2e II12 , a pooling equilibrium does not exist, since pooling is not an attractive proposition for either type of headquarters. In addition, the complete information outcome characterized in Proposition 1 is not an equilibrium outcome, since a type H headquarters has still an incentive to mimic a type L headquarters’complete information allocation of L = 0:5. For brevity, we omit a detailed analysis here, but it can be shown that under some additional parametric restrictions, there exists a unique separating 16 equilibrium outcome in which L 2 (0; 0:5) and H = 1. The reason is that a type L headquarters has a strong incentive to signal its type to restore managerial e¤ort incentives. It does so by allocating more …rst-period capital to division B than to division A, despite equal capital productivities. This renders it too costly for a type H headquarters to mimic L’s strategy. This result implies that, on average, division B obtains a larger …rst-period capital allocation than it would under complete information. As in turn the frequently stronger division A receives less capital than it would under complete information, the internal capital market displays “socialistic” behavior also under circumstances in which pooling does not lead to e¤ort provision. Xuan (2009) documents that, after CEO turnover, divisions not previously a¢ liated with the CEO display on average a signi…cantly larger change in capital expenditures (relative to assets) than the divisions through which the new CEO has advanced. If newly appointed CEOs are perceived to prefer investment in those divisions they were previously a¢ liated with a high probability (p(L) low), it is optimal for those CEOs to signal the absence of such a preference by allocating an amount of capital to the other divisions that is beyond what is justi…ed under symmetric information. One di¤erence to the pooling equilibrium outcome characterized in Proposition 2 is that in the separating outcome described here, ex ante expected pro…ts are lower than under complete information. This implies that ex ante headquarters has an incentive to commit to creating transparency about investment opportunities across divisions. 6 Conclusion This paper provides a novel explanation for the bias of investment levels in internal capital markets in favor of weaker divisions. We present a model based on the communication aspects of capital budgeting. Top managements of diversi…ed …rms can only generate productivity-enhancing competition between divisional managers when the perceived di¤erences in productivity between divisions are not too pronounced. E¤orts either to not disclose it if such productivity di¤erences exist or to credibly signal their absence can induce top management to choose “socialistic” capital allocations for certain periods of time. Thus, biased capital allocations can be viewed as an investment decision by headquarters, which yields a number of novel empirical implications. The key argument of our analysis is that communication from top management to divisional management 17 (or in more technical terms: private information of top management) is useful in understanding how …rms allocate capital to its business units. We believe that this notion may also contribute to the understanding of related areas of capital management, such as the design of budgeting procedures, delegation of authority, reporting practices, and corporate restructuring. The exploration of these topics may provide interesting avenues for future research. 18 Appendix 1 Proof of Proposition 2 Perfect Bayesian Equilibria and Re…nements We …rst de…ne the notion of Perfect Bayesian Equilibrium. De…nition 1 In our model a Perfect Bayesian Equilibrium is a set of strategies and a belief function ( 1) 2 [0; 1] satisfying each of the following conditions: 1. For each type = H; L, headquarters’ strategy is optimal given managers’ strategies and managers’ posterior beliefs. 2. Both managers share a common posterior belief derived from the prior belief p(L) = allocation 1; and headquarters’ following Bayes’ rule where applicable. 3. For each choice of 1, managers’e¤ ort levels following 1 constitute a Nash equilibrium of a simultaneous- move game in which the probability that managers face a headquarters of type L is given by their posterior belief ( 1 ). Condition (2) implies that when 1 is not part of headquarters’optimal strategy for any type, any belief ( is admissible, since in equilibrium observing 1 1) is a zero probability event and beliefs cannot be derived from Bayes’rule. Thus, any e¤ort pair (e1 ; e2 ) may be chosen as long as it is a best response for some beliefs. In our model, beliefs are common knowledge between all players. In addition, managers’beliefs are identical after any message, not just an equilibrium allocation. Condition (3) says that, given headquarters’allocation and given their updated posterior beliefs ( 1) 1 about , managers react optimally to headquarters’allocation 1. We …rst determine the set of separating and pooling PBE in pure strategies. Subsequently, we by jointly apply the equilibrium re…nement concepts of Undefeated Equilibrium and D1. Re…nement D1 puts restrictions on out-of equilibrium beliefs focusing on one single equilibrium, while Undefeated Equilibrium compares among equilibrium outcomes and therefore requires a characterization of the full set of PBE, considering all degrees of freedom with respect to out-of-equilibrium beliefs. Consequently, we start with the analysis of Perfect Bayesian Equilibria. Pooling Perfect Bayesian Equilibria We begin with a characterization of the set of pooling equilibria. It is helpful to recall that 19 ;2 refers to type ’s second-period equilibrium pro…t under complete information. Let ;1 ( ) denote type ’s …rst-period pro…t when it allocates . p In a pooling equilibrium, both types of headquarters choose and managers learn nothing from capital allocation.13 Bayesian updating implies that managers’ beliefs after observing p(Lj p) p equal the prior belief, = . O¤-equilibrium beliefs p(Lj^ ) are arbitrary as long as beliefs and corresponding o¤-equilibrium allocations ^ 6= p p. deter both types from deviating from response after observing p The easiest way to support Because of assumption (8), managers’ best is to exert e¤ort ei = e. We thus obtain type ’s pooling pro…ts p P H = H;1 ( p P L = L;1 ( p )+ H;2 )+ L;2 P: + eI2 as an equilibrium allocation is to restrict o¤-equilibrium beliefs such that p. managers do nothing unless they observe Then, o¤-equilibrium payo¤s are lowest and deviating is least bene…cial for all types of headquarters. We set p(Lj^ ) = (^ ) = 0 for any ^ 6= p, supports the largest set of pooling equilibria. To determine the set of admissible since this belief function p, we maximize over all potential o¤-equilibrium allocations to solve for the highest out-of-equilibrium allocation given these beliefs. p, Thus, for any pooling equilibrium choice H;1 ( p )+ H;2 L;1 p + eI2 H;1 ( H;1 L;1 ( the following conditions must apply: )+ L;2 L;1 ( p ) p max ) H;1 ( )+ H;2 eI2 max L;1 ( (9) )+ L;2 eI2 eI2 Both conditions characterize an interval of permissible (10) p 2[ p; p ], where p/ p denotes the lower/upper bound of the interval solving (11)/(12).14 We illustrate this formulation in Figure A1, for the interesting case in which H;1 13 H;1 ( p = 0:5) < eI2 : (11) We disregard index t since we made second-period allocations implicit in managers’contest for funds. 14 The proof is quite straightforward, given the strict convexity of the left-hand side of inequalities (11) and (12), type H’s and p type L’s full information choices at 1 = 1 and 1 = 0:5 as well as the resulting single-crossing point of L;1 ) and L;1 ( p ( ) on the interval (0:5; 1): H;1 H;1 20 When (11) does not hold, type H has no incentive to imitate L’s full information allocation the cost of moving away from its full information optimum, H;1 H;1 ( 1 1 = 0:5, since = 0:5), outweighs the gain from imitating type L, eI2 . In this case, both types of headquarters are better o¤ following their full information strategy.15 If condition (11) is met, a pooling equilibrium always exists, since eI2 is su¢ ciently high relative to headquarter’s cost of ine¢ cient investment at the crossing point of both curves, which also implies that condition (12) is non-binding.16 Hence, we obtain a continuum of pooling equilibrium allocations interval [ p ; 1], where p p on the < 0:5. Figure A1: Interval of Pooling Allocations P. p p The conditions H;1 eI2 (11) and L;1 eI2 (12) characterize the set of feasible H;1 ( ) L;1 ( ) p p pooling equilibrium allocations : The left-hand side of these conditions, 2 fL; Hg, ;1 ( ), ;1 depicts a type’s cost from ine¢ cient investment if it chooses the pooling equilibrium allocation p compared to its …rst-period pro…t ;1 under full information. eI2 denotes the second-period productivity gain induced by managerial e¤ort provision. The …ndings to this point can be summarized in the following lemma. 15 Although a pooling PBE may exist, it can easily be shown that it will not survive the application of any of the standard re…nements. 16 It can be easily shown that assumption that x kI1 : H;1 H;1 ( p = 0:5) L;1 21 L;1 ( p = 0) , 21 xI1 1 kI12 4 1 kI12 4 always holds given the Lemma 2 Let p(L) = 2 c I2 . p Any …rst-period pooling equilibrium allocation must belong to an interval de…ned by (11) and (12). The associated pooling PBE can be supported by p(Lj^ ) = (^ ) = 0 for any o¤ equilibrium allocation ^ 6= p are also permissible. If p. Other beliefs that do not motivate some type of headquarters to deviate from H;1 ( H;1 p headquarters split funds according to p = 0:5) < eI2 , a pooling PBE always exists, and both types of p ; 1], 2[ p where < 0:5. Separating Perfect Bayesian Equilibria We have so far considered equilibria in which managers remain uninformed after observing headquarters’…rstperiod choice. Let us now characterize the set of separating equilibria. allocation, if headquarters is type L, and H, equilibrium a type H headquarters chooses L denotes a separating equilibrium if headquarters is type H. We show that in any separating H = 1, i.e. distributes all funds to its most pro…table division A, while a type L headquarters selects an allocation L that belongs to an interval. In a separating equilibrium, headquarters’private information is revealed by its …rst-period allocation. Posterior beliefs yield ( L) = 1 and ( H) = 0 and managers react optimally as under complete information. For the equilibrium to be separating, we must guarantee that L 6= H and assure that allocations are incentive compatible. This implies that a type H headquarters does not want to pick type L’s allocation and vice versa. In addition, o¤-equilibrium allocations (i.e. allocations that di¤er from L and H) and corresponding beliefs must deter both types from deviating from their equilibrium action. In a separating equilibrium, each type prefers its own allocation as long as the following incentive-compatibility constraints apply: H;1 ( H ) + H;2 H;1 ( L ) + H;2 L;1 ( L ) + L;2 L;1 ( H ) + L;2 + eI2 (12) eI2 (13) Under incomplete information, a type H headquarters, for instance, could deploy type L’s allocation L to induce e¤ort and thereby raise divisional payo¤ in period 2 by eI2 . However, if (12) holds, H has no incentive to do so. Condition (13) follows from similar reasoning. In any separating equilibrium type H selects its full information allocation to division A. The intuition is that any other putative equilibrium allocation H = 1 and distributes all funds H 6= 1 would motivate type H to deviate from the equilibrium strategy and increase allocations to the more pro…table division A with no further negative e¤ect on managers’e¤ort levels.17 Using this …nding, H’s incentive compatibility constraint, 17 Any putative equilibrium allocation H 6= 1 would yield a strictly smaller payo¤ than a putative out-of-equilibrium strategy 22 condition (12), simpli…es to: H;1 H;1 ( L ) Condition (14) has a straightforward interpretation: for its own allocation H L eI2 : (14) to be incentive compatible, such that H prefers = 1, H’s …rst-period cost due to ine¢ cient investment, H;1 H;1 ( L ), must be larger than its second-period gain, eI2 , earned by mimicking a type L headquarters. We now analyze type L’s incentive-compatibility constraint. A type L headquarters would never want to imitate H since H = 1 makes managers believe that headquarters is type H, inducing them to do nothing. This immediately lowers productivity in period 2 by eI2 . At the same time, H clearly makes L’s …rst-period investment weakly less e¢ cient than any other allocation. Hence, (13) holds for any L 2 [0; 1]. Consequently, the sole rationale for headquarters to move away from its full information optimum and to select separating allocation L is to prevent type H from deviating and to make pooling su¢ ciently costly.18 However, in order to credibly signal its type, type L generally cannot select arbitrary L ’s satisfying (14) as for any out-of-equilibrium allocation, there must exist (at least) some belief that would prevent type L from deviating from L. Hence, analogous to the previous analysis of pooling equilibria, in order to determine the maximum set of admissible L, we need to maximize over all o¤-equilibrium allocations to solve for the highest out-of-equilibrium allocation under beliefs that do not induce e¤ort and impose L;1 ( L ) + L;2 max L;1 ( L;1 L;1 ( L ) )+ L;2 eI2 which yields This result has an interesting yet simple interpretation: for eI2 : (15) L to be an equilibrium candidate, L’s cost due to ine¢ cient investment in period 1 must be weakly smaller than the productivity gain from defending second period gain from managerial e¤ort. Also, if condition (15) is violated, the cost of ine¢ cient investment relative to eI2 is “too high”, such that type L may be better o¤ not to signal its type. Consequently, in a separating equilibrium, type L chooses an allocation L which belongs to the interval [ = 1; even if most “favorable” o¤-equilibrium beliefs, namely ( H = 1) < 2 equilibrium, since: H;1 ( H ) + H;2 < H;1 ( H = 1) + H;2 = H;1 + H;2 : H 18 c I2 L; L ], where L and (which would induce ei = 0), sustained this Thereby, type L’s ability to separate stems from the fact that type L …nds ine¢ cient investment marginally less costly than [ H;1 ( ) L;1 ( )] does type H, while both types of headquarters prefer more managerial e¤ort to less: > 0: Thus, for type L; the incentive to separate (i.e. to defend higher period 2 productivity) and the ability to separate (due to low signaling cost) are aligned. 23 L denote the lower bounds of the interval solving (14) and (15), respectively. For exposition, we resume the case of the previous section in which condition (11) holds, and we depict the set of separating equilibrium allocations in Figure A2. L is on the interval [0; L ], where L < 0:5. Our …ndings can be summarized as follows. Lemma 3 In any separating equilibrium, a type H headquarters’optimal …rst-period choice equals its choice under full information, H = 1. A type L headquarters chooses to allocate L, which must belong to the interval de…ned by (14) and (15). The associated separating PBE can be supported by p(Lj^ ) = (^ ) = 0 for any o¤ -equilibrium allocation ^ . Other beliefs that do not motivate some type of headquarters to deviate from H and L are also permissible. If a separating PBE exists and headquarters splits funds according to L 2 [0; L ], where L H;1 ( H;1 p = 0:5) < eI2 , a type L < 0:5. Figure A2: Interval of Separating Allocations L The conditions H;1 eI2 (14) and L;1 eI2 (15) characterize a type L’s set H;1 ( L ) L;1 ( L ) of feasible separating equilibrium allocations L : The left-hand side of these conditions, ;1 ( L ), ;1 2 fL; Hg, depicts a type’s cost from ine¢ cient investment if it chooses allocation L compared to its …rst-period pro…t ;1 under full information. eI2 denotes the second-period productivity gain induced by managerial e¤ort provision. 24 Equilibrium Re…nement In the previous sections we have shown that there are two kinds of PBE in pure strategies for the case in which condition (11) holds. Pooling equilibria are given by and L 2 [0; L ], where p = L p 2[ p ; 1] and separating equilibria by H =1 = z < 0:5. We show that jointly applying the notions of Undefeated Equilibrium and D1 eliminates all equilibria except the pooling equilibrium in which p = 0:5. The rationale behind the equilibrium re…nement is straightforward. We require headquarters and managers to reason “forward” in such a way, that any deviation from a conjectured equilibrium would lead managers to form beliefs according to some hierarchy. By applying Undefeated Equilibrium, we require that managers initially interpret an o¤-equilibrium allocation as an attempt by some type of headquarters to consciously shift to another, preferred equilibrium, thereby leading managers to adjust their o¤-equilibrium beliefs accordingly. Concretely, Undefeated Equilibrium applies in our model intuitively as follows. Consider a proposed PBE19 , some out-of-equilibrium allocation not chosen in this equilibrium as well as an alternative PBE in which some set T of headquarters’types plays in equilibrium. If each member of T strictly prefers the alternative equilibrium to the proposed one, the latter is said to be defeated.20 If such an interpretation is not possible, managers ask which type of headquarters is more likely to gain from this deviation relative to the conjectured equilibrium, applying the notion of D1. Speci…cally, D1 tests whether an out-of-equilibrium deviation is more likely to come from some headquarters’ type i than from type j and, if so, managers should put zero probability on j, p(jj ) = 0. Applying D1, an out-of-equilibrium deviation is said to be more likely to occur from type i if the set of managers’best responses that motivate i to deviate is strictly larger than the corresponding set of type j. Once all o¤-equilibrium beliefs have been restricted according to this hierarchy, a conjectured equilibrium is reasonable only if neither of the informed headquarters’types has an incentive to deviate. Applying the re…nement requires several steps. Without loss of generality, we focus on the case in which both pooling and separating PBE exist. It is helpful to recall that both pooling allocations separating allocations L p and type L’s induce managerial e¤ort e. First, diminishing returns to scale and L’s optimum at = 0:5 make any separating equilibrium allocation than the least-cost separating equilibrium in which L L < z strictly less pro…table from type L’s perspective = z. Hence, L has an incentive to shift to its least-cost 19 In general, Undefeated Equilibrium is applied to the notion of Sequential Equilibrium (Kreps and Wilson, 1982). In our game, PBE and Sequential Equilibria coincide (see Fudenberg and Tirole, 1991). 20 This de…nition of Undefeated Equilibrium is valid, since our model allows us to avoid issues connected with payo¤ ties of headquarters’types. For a general de…nition, the reader is referred to the original work. 25 separating equilibrium, which defeats any other separating equilibrium. Second, notice that if headquarters is of type L, marginal productivities of divisions A and B are equal, which implies that any capital allocation = is payo¤-equivalent to an allocation =1 ; 2 [0; 1]. Hence, pooling equilibria at are not reasonable: if headquarters turns out to be L; the separating equilibrium at L = 0:5. Managers infer that the pooling equilibrium at p >1 z = z yields a strictly higher payo¤ to this type. Third, consider any conjectured pooling equilibrium in which deviation to p p < 0:5 and a = 0:5 is being played, since both p types’payo¤ function strictly increases on the interval [z; 0:5]. Since pooling at = 0:5 also renders either type strictly better o¤ than the least-cost separating equilibrium, the latter is also defeated. Undefeated Equilibrium therefore leaves an interval of pooling equilibria Let us now show that pooling equilibria at p 2 (0:5; 1 p 2 [0:5; 1 z]. z] do not survive D1. Consider any conjectured Undefeated Equilibrium on this interval and also a deviation to = 0:5. Following D1, managers immediately eliminate H as the potential defector. By defecting, type H strictly loses, regardless of managers’ beliefs (and corresponding e¤ort levels) as the cost of ine¢ cient investment increases whereas managerial e¤ort in equilibrium is already at a maximum. In other words, the set of managers’ best responses inducing H to deviate is empty. On the other hand, type L clearly deviates to = 0:5 (its full information optimum) if managers form a belief that causes them to exert e¤ort. Therefore, D1 requires that managers’ beliefs following such defection should put all the weight on type L, which in turn forces type L to deviate from the conjectured pooling equilibrium. Finally, we show that there exists a unique Undefeated Equilibrium satisfying D1: the pooling equilibrium at p = 0:5. By following its equilibrium strategy, L is strictly better o¤ than with any other allocation, regardless of managers’ beliefs. Type H may obtain a higher payo¤ by defecting to causes managerial e¤ort. Consequently, since H has a greater incentive to allocate requires that the posterior belief conditioned on 2 (0:5; 1] only if (whereas L has none), D1 should be concentrated on type H. This argument in fact restricts o¤-equilibrium beliefs, but does not rule out the equilibrium. H prefers to stick to the equilibrium, since any allocation induces managers to reduce e¤ort and condition (11) holds. Proof of Corollary 2 Equilibrium outcome under complete and incomplete information for type H yields eI2 and H;1 + H;1 + H;2 H;2 , respectively; whereas payo¤ equals follows from condition (11). 26 L;1 + H;2 for type L. H;1 ( H;1 ( p p = 0:5) + = 0:5) + H;2 + H;2 +eI2 > Appendix 2 The following table provides an example for parameters that satisfy the assumptions for the result in Proposition 2a. Parameter Numerical Value q1 15 q2 5 I1 80 I2 100 k 0:05 e 10 c 3 x 16 0:1 0:7 27 References [1] Aghion, P. and Tirole, J., 1997. Formal and Real Authority in Organizations. Journal of Political Economy, 105(1), 1-29. [2] Bandiera, O., Guiso, L., Prat, A. and Sadun, R., 2011. What Do CEOs Do?, Working Paper 11-081, Harvard Business School. [3] Banks, J.S. and Sobel, J., 1987. Equilibrium Selection in Signaling Games. Econometrica, 55(3), 647-661. [4] Bernardo, A.E., Luo, J., and Wang, J.J., 2006. A Theory of Socialistic Internal Capital Markets. Journal of Financial Economics, 80(3), 485-509. [5] Brusco, S. and Panunzi, F., 2005. Reallocation of Corporate Resources and Managerial Incentives in Internal Capital Markets. European Economic Review, 49(3), 659-681. [6] Cho, I. and Kreps, D.M., 1987. Signaling Games and Stable Equilibria. Quarterly Journal of Economics, 102(2), 179-221. [7] Crémer, J., 1995. Arm’s Length Relationships. Quarterly Journal of Economics, 110(2), 275-295. [8] Datta, S., D’Mello, R. and Iskandar-Datta, M., 2009. Executive Compensation and Internal Capital Market E¢ ciency, Journal of Financial Intermediation, 18, 242-258. [9] De Motta, A., 2003. Managerial Incentives and Internal Capital Markets. Journal of Finance, 58(3), 1193-1220. [10] Durnev, A., Morck, R., and Yeung, B. 2004. Value-Enhancing Capital Budgeting and Firm-Speci…c Stock Return Variation, Jounal of Finance, 59(1), 65-101. [11] Ferreira, D. and Rezende, M., 2007. Corporate Strategy and Information Disclosure. RAND Journal of Economics, 38(1), 164-184. [12] Fudenberg, D. and Tirole, J., 1991. Perfect Bayesian Equilibrium and Sequential Equilibrium. Journal of Economic Theory, 53(2), 236-260. [13] Gautier, A. and Heider, F., 2009. The Bene…t and Cost of Winner-Picking: Redistribution vs. Incentives. Journal of Institutional and Theoretical Economics, 165(4), 622-649. 28 [14] Gertner, R.H., Scharfstein, D.S., and Stein, J.C., 1994. Internal versus External Capital Markets. Quarterly Journal of Economics, 109(4), 1211-1230. [15] Gibbons, R. and Murphy, K.J., 1992. Optimal Incentive Contracts in the Presence of Career Concerns: Theory and Evidence. Journal of Political Economy, 100, 468-505. [16] Goel, A.M., Nanda, V. and Narayanan, M.P., 2004. Career Concerns and Resource Allocation in Conglomerates. Review of Financial Studies, 17(1), 99-128. [17] Harris, M. and Raviv, A., 1996. The Capital Budgeting Process: Incentives and Information. Journal of Finance, 51(4), 1139-1174. [18] Hart, O. and Holmström, B., 2002. Vision and Firm Scope. Working Paper. [19] Hart, O. and Moore, J., 1995. Debt and Seniority: An Analysis of the Role of Hard Claims in Constraining Management. American Economic Review, 85(3), 567-585. [20] Inderst, R., 2001. Incentives Schemes as a Signaling Device. Journal of Economic Behavior and Organization, 44(4), 455-465. [21] Inderst, R. and Laux, C., 2005. Incentives in Internal Capital Markets. RAND Journal of Economics, 36(1), 215-228. [22] Khanna, N. and Tice, S., 2001. The Bright Side of Internal Capital Markets. Journal of Finance, 56(4), 1489-1528. [23] Kreps, D.M. and Wilson, R., 1982. Sequential Equilibria. Econometrica, 50(4), 863-894. [24] Lazear, E.P. and Rosen, S., 1981. Rank–Order Tournaments as Optimum Labor Contracts. Journal of Political Economy, 89(5), 841-864. [25] Mailath G. J., Okuno-Fujiwara M., and Postlewaite A., 1993. Belief-Based Re…nements in Signalling Games. Journal of Economic Theory, 60(2), 241-276. [26] Maksimovic, V. and Phillips, G., 2002. Do Conglomerate Firms Allocate Resources Ine¢ ciently Across Industries? Theory and Evidence. Journal of Finance, 57(2), 721-767. [27] Maksimovic, V. and Phillips, G.M., 2007. Conglomerate Firms and Internal Capital Markets, in Eckbo, B.E. (ed.): Handbook of Corporate Finance: Empirical Corporate Finance, North-Holland, Amsterdam, 423-477. 29 [28] Maskin, E. and Tirole, J., 1990. The Principal-Agent Relationship with an Informed Principal: The Case of Private Values. Econometrica, 58(2), 379-409. [29] Maskin, E. and Tirole, J., 1992. The Principal-Agent Relationship with an Informed Principal, II: Common Values. Econometrica, 60(1), 1-42. [30] Milgrom, P. and Roberts, J., 1990. The E¢ ciency of Equity in Organzational Decision Processes. American Economic Review, 80(2), 154-159. [31] Mintzberg, H., 1975. The Manager’s Job: Folklore and Fact. Harvard Business Review, 53(4), 49-61. [32] Nöldeke, G. and Samuelson, L., 1997. A Dynamic Model of Equilibrium Selection in Signaling Markets. Journal of Economic Theory, 73(1), 118-156. [33] O’Kee¤e, M., Viscusi, W.K., and Zeckhauser, R.J., 1984. Economic Contests: Comparative Reward Schemes. Journal of Labor Economics, 2(1), 27-56. [34] Ozbas, O. and Scharfstein, D.S., 2010. Evidence on the Dark Side of Internal Capital Markets. Review of Financial Studies, 23, 581-599. [35] Prendergast, C. and Stole, L., 1996. Impetuous Youngsters and Jaded Old-Timers: Acquiring a Reputation for Learning. Journal of Political Economy, 104, 1105-1134. [36] Rajan, R., Servaes, H., and Zingales, L., 2000. The Cost of Diversity: The Diversi…cation Discount and Ine¢ cient Investment. Journal of Finance, 55(1), 35-80. [37] Ross, S.A., 1977. The Determination of Financial Structure: The Incentive-Signalling Approach, Bell Journal of Economics, 8, 23-40. [38] Rotemberg, J.J. and Saloner, G., 2000. Visionaries, Managers and Strategic Direction. RAND Journal of Economics, 31, 693-716. [39] Sautner, Z. and Villalonga, B., 2010. Corporate Governance and Internal Capital Markets. Harvard Business School Working Paper 10-100. [40] Scharfstein, D.S., 1998. The Dark Side of Internal Capital Markets II: Evidence from Diversi…ed Conglomerates. NBER Working Paper No. 6352. [41] Scharfstein, D.S. and Stein, J.C., 1990. Herd Behavior and Investment. American Economic Review, 80, 465–479. 30 [42] Scharfstein, D.S. and Stein, J.C., 2000. The Dark Side of Internal Capital Markets: Divisional RentSeeking and Ine¢ cient Investment. Journal of Finance, 55(6), 2537-2564. [43] Scherer, F.M., 1980. Industrial Market Structure and Economic Performance, 2nd ed., Houghton Mi- in, Boston, MA. [44] Schotter, A. and Weigelt, K., 1992. Asymmetric Tournaments, Equal Opportunity Laws, and A¢ rmative Action: Some Experimental Results. Quarterly Journal of Economics, 107(2), 511-539. [45] Shin, H. and Stulz, R.M., 1998. Are Internal Capital Markets E¢ cient? Quarterly Journal of Economics, 113(2), 531-552. [46] Stein, J.C., 1997. Internal Capital Markets and the Competition for Corporate Resources. Journal of Finance, 52(1), 111-133. [47] Xuan, Y., 2009. Empire-Building or Bridge-Building? Evidence from New CEOs’Internal Capital Allocation Decisions. Review of Financial Studies, 22, 4919-4948. [48] Zwiebel, J., 1995. Corporate Conservatism and Relative Compensation. Journal of Political Economy, 103, 1–25. 31