M.l.T. LIBRARIES - DEWEY Digitized by the Internet Archive in 2011 with funding from Boston Library Consortium Member Libraries http://www.archive.org/details/monitoringcollusOOacem Jewey HB31 .M415 00. working paper department of economics MONITORING AND COLLUSION: "CARROTS" VERSUS "STICKS" IN THE CONTROL OF AUDITORS Daron Acemoglu 94-9 Jan. 1994 massachusetts institute of technology 50 memorial drive Cambridge, mass. 02139 MONITORING AND COLLUSION: "CARROTS" VERSUS "STICKS" IN THE CONTROL OF AUDITORS Daron Acemoglu 94-9 Jan. 1994 APR 5 1994 MONITORING AND COLLUSION : "CARROTS" VERSUS "STICKS" IN THE CONTROL OF AUDITORS Daron Acemoglu Department of Economics Massachusetts Institute of Technology 02139 50 Memorial Drive, Cambridge, MA This Version: January 1994 JEL Keywords: monitoring, Classification: D23, L22 collusion, implicit collusion, career concerns, the threat of lawsuits Some of the ideas in this paper paper on auditing. I am were discussed with Miles Gietzmann while working on a joint indebted to him, Andres Almazan, Abhijit Banerjee, Leonardo Felli, Frank Fisher, Peter Klibanoff, John Moore, Steve Pischke and seminar participants helpful discussion. Naturally all remaining errors are mine. at MIT for MONITORING AND COLLUSION : "CARROTS" VERSUS "STICKS" IN THE CONTROL OF AUDITORS Abstract Monitors can be useful to the principal in controlling the agent. However, in such an hierarchical organizational, monitors will also have an incentive to collude with the agent. We consider a static model where an auditor is hired to monitor an empire building manager. We start by allowing unrestricted and enforceable side-contracting between the manager and the auditor. While this model predicts that the auditor's fees should be contingent upon her report, in practice auditors are largely controlled A model does not fit this auditors' independence. It is static collusion. We by the threat of lawsuits rather than direct incentives. observation nor the established view of the imperfectness of the also unable to answer a number of interesting questions about where the auditor conceals therefore offer a theory of implicit collusion information because of her "career concerns" which arise from the expectation of future rents. This dynamic model predicts that the "stick" of the law combined with a flat fee is a more effective method of control than bonuses. We also show that market structure matters for organizational form, a large scope for monitors may facilitate implicit collusion interesting multiplicity of equilibria is possible. Overall informative to explicitly model the forces that JEL Keywords: monitoring, may Classification: we argue that it is more and that an realistic maintain collusion as an equilibrium. D23, L22 collusion, implicit collusion, career concerns, the threat of lawsuits and 1) Introduction most organizations, agents are not the residual claimants of the returns they generate. In This conflict of interest between the residual claimant (the principal) and the agent is often resolved by an incentive contract. Nevertheless, the inability of the principal to perfectly monitor the agent costly. In is many situations a third-party is introduced to monitor the agent; foremen on the factory floor (Calvo and Wellisz (1979), auditors (Antle (1982, 1984)), regulation agencies (Baron and Besanko (1984)), the judiciary system fit this picture since However, one of as discussed their major roles by Tirole (1986), in is separation of powers) can (i.e. all be seen monitor an agent on behalf of another party. to such an hierarchical control structure, the monitor have an incentive to make side deals with the agent. Thus, the principal has will to collusion unattractive for the monitor and the agent (see for instance to make Kofman and Lawaree (1993a), Laffont and Tirole (1993), Felli (1993), also see multi-agent contracting models such as Holmstrom (1982), Demski and Sappington (1983), Mookherjee (1984), Holmstrom and Milgrom (1990), Laffont (1990) number of important problems. collusion poses a like? In practice, we seldom to name First, a few). what Ma et al (1988), The study of monitoring and will the contract of the monitor be observe monitors being given direct incentives or being paid according to the performance of the agent; rather most monitors have legal obligations to the principal and are threatened by lawsuits 1 . Do our theories predict this reliance on "sticks" rather than "carrots"? Second, since legal control appears to be important in practice, are the legal regulations we observe optimal in any sense? Third, Tirole (1986), following Crozier (1963) and Dalton (1959), gives many examples of actual collusion. Do our theories imply equilibrium or does also take place such that restricts the set of contracts that can be used in equilibrium, monitors conceal valuable information? Fourth, since collusion how do restrictions on in is often illegal, on collusion? Can collusion take place explicit side-contracting impact without explicit and enforceable side-contracts and it that collusion what are the conditions necessary if so, such implicit collusion? Fifth, should monitors just monitor or can other tasks be delegated them? Sixth, should monitors be subordinated the structure of market for monitors impact To 1 offer What some answers distinguishes to the agent or his superior? Seventh, to how does on equilibrium organizational form? to these questions, legal be for we will consider a simple organization; an punishment from direct incentives performance of the firm, the payment of the monitor 1 is is that instead of the conditional on the decision of a court. auditor is manager who has conflicting hired to monitor the Kofman and Lawaree (1993a) shareholders (as in Antle (1982) or One of our main aims make use of in this paper with those of the interests to name a few We open the black-box of collusion. is to partially precedents). will thus the institutional details relating to auditors. Nevertheless, most of our analysis applicable to other monitoring relationships. goals other than those of the owners is An is important factor in managers' ability to pursue the extent to which he possesses more information about the corporation, therefore the attestation of the manager's reports can be valuable and an auditor may be hired for this purpose. We will thus consider a hidden information principal-agent model but the qualitative features of our results would also translate to a hidden action model where the auditor would report about We the effort level of the manager. between the will first consider a static setting with unrestricted side-contracting manager and the auditor. This model predicts that the auditor should not the performance of the firm and that her rewards should be based of legal punishment is counter-productive when on her reports. is The to possibility the monitor can conceal both favorable and unfavorable evidence. In the case where she can only conceal bad evidence, for legal punishment but this role be paid according quite limited. Although it we can derive a role can be argued that monitors' reputation thus their future payments depend upon their previous reports (i.e. whether they "blow-the-whistle" on bad projects), the predictions of this model do not seem to adhere well with the observation that most monitors are regulated by law or disciplined by the threat of being fired. Further such a static model is not well-suited to answer the other questions posed above; for instance, since unrestricted contracts are possible, the scope of the monitor's other duties or whether she We is the agent's subordinate or his superior are irrelevant for collusion. will therefore argue that a Williamson (1975), suggests dynamic model is needed. Tirole (1986), following that long-term relationships are also emphasizes the concept of reciprocity more conducive to collusion and from Gouldner (1961), while lawyers and auditors emphasize the importance of career concerns as a threat to auditor independence2 rather than the 2 Gormley (1981), Chapter 3, DeAngelo (1981). In particular, Dunn (1991), p.20, "It is impossible to overcome the fact that auditor receives a fee for the audit. This creates an immediate and pressing need for him to make sure that he does not endanger this source of income.". Schandl (1978) goes even further; "It is interesting to observe the hypocrisy of the professional accounting bodies and the security exchange regulations dealing with the problem of independence... Ownership of a share by the auditor, by his wife, by his partner or by the employer of the auditor disqualifies him from rendering an opinion. But they close their eyes presence of explicit bribes. However, would be no reason to if side-contracts were unrestricted and enforceable, there between the short and the long-term. to expect a difference open the black-box of long-term relationships. With we develop aim, this It is thus useful a theory of implicit collusion. Auditors cannot sign a side-contract with the manager, and yet they receive rents in Therefore to be reemployed their relationship with the firm. they the may find it profitable to conceal manager must have a credible some (i.e. due to their career concerns), useful information. For this to be an equilibrium, threat to fire the auditor not be interpreted as a bad signal by the shareholders. and the Our firing of the auditor should analysis will derive the exact conditions for such an implicit collusion equilibrium to exist and relate these conditions to the An questions posed in the opening paragraph. alternative approach to collusion in the absence of enforceable side-contracts would be based on reputation and cooperation applying ideas developed by Kreps et see Tirole (1990)). In this paper, because is it al (1982), leads to repeated games Cremer (1986) or Fudenberg and Levine (1989), we have chosen simpler to analyze, in an approach based on the credibility of threats and emphasizes clear predictions institutional determinants of collusion. Our model of competitive possibility is implicit collusion also offers a the audit market, the of collusion does not only more likely is collusion. restrict the by the shareholders, for implicit collusion we would be making when is more is our model, the may lead to Thus, as to we be possible there delegate additional likely when the monitor is is make subordinated to the implicit collusion a more effective form of control than bonuses. because the auditors must be earning rents for implicit collusion equilibrium possible, and fired. she has less authority. Fourth, the conditions that possible also imply that the legal punishment This in collusion easier. Further, because the threat to be fired (career concerns) are important, collusion agent and Second, since the firing of the monitor should not be needs to be other reasons for which auditors could be tasks to auditors, insights. First, the less pay-off set of the shareholders but some valuable information being concealed. Third, interpreted as too bad a signal number of new and while bonuses will increase these try not to see the rents, legal problem of much greater importance: the much more threat of losing the client if the and Dalton (1959) closely to a situation in which the career concerns of the monitors are compromise. The importance of reemployment concerns are also Acemoglu and Gietzmann (1993). the key reason for their discussed in be punishment would potentially client dislikes the auditor's opinion". Also, the accounts of Crozier (1963) correspond to decrease them. Optimal control result, in contrast to the static may thus involve a flat fee and the threat of punishment. a problem with unrestricted side-contracting, a dynamic theory of collusion based on career concerns predicts the form of control that Finally, in a As we observe in practice. model of implicit collusion, the optimal behavior of a monitor may depend on how other monitors are expected to behave, hence a multiplicity of equilibria arises. However, this multiplicity is different in nature than the large number of equilibria games. in repeated It arises because the credibility of the manager's threats depend on the actions of other auditors. The recent paper by Kofman and Lawaree (1993a) also analyzes how the possibility of collusion constrains the set of possibilities for shareholders. Nevertheless, they the interaction between private contracts and litigation nor implicit collusion, assuming that the risk-aversion shareholders, may be the possibility of can always be written. While that binding side-contracts of auditors do they analyze do not deal with we show important for the mix of controls that will be used by Kofman and Lawaree assume risk-neutrality. The seminal paper by does not discuss nor formally model implicit collusion, although of long-term relationships and reciprocity 3 . it emphasizes the importance Tirole also studies whether the agent punished or rewarded as a result of the monitor's report but does not discuss direct incentives in monitoring contracts. Finally, Tirole (1986) is likely to why we do be not see by developing a model of implicit collusion, our paper obtains a number of new results such as the possibility of multiple equilibria depending on other auditors' behavior, the link between market structure and organizational form, and the importance of the scope of the monitor's duties and of her authority. The paper is structured as follows. In section 2, we present a model in which, without the possibility of collusion, auditing has a welfare increasing role for shareholders. In Section 3 we develop a simple model that enables us to study monitoring and collusion in the presence of enforceable side contracts and investigate the role of a range of instruments ("carrots" and "sticks") in controlling the extent of collusion. Section the paper. It 4 constitutes the most important part of develops a model for the analysis of collusion in the absence of enforceable side contracts and discusses the questions posed above. The paper concludes with Section 5 while an appendix contains the proofs. 3 Tirole's more game framework, discussed already. recent paper (1990) contains a model where collusion but this is different may arise in a repeated from the model considered here due to the reasons 2) Auditing Without Collusion: The Basic Framework Consider a manager running a firm on behalf of a group of risk-neutral shareholders who only care about final returns. At date t= assets of the corporation will 1, be liquidated a continuation decision has to be made. Either the shareholders only want the project to be continued assume two that there are states of nature, good with probability p and 1-p respectively. In state success equal to assumed It is q if . expected returns are greater than L. and bad (g) (i i or the project will continue 4 Therefore, = g or (b) which are expected b), the project has a to We occur chance of with associated return equal to y. If unsuccessful, returns are equal to zero. that qy>L>q# (CI) thus shareholders would only good like to continue in the state. Also pq^-p)qy>L (C2) so L at a value when they have no information about the true state of the world, it not profitable for the is shareholders to discontinue the project. Since shareholders are disperse, they do not have accounts of the company sufficient incentives to invest time and resources and will not observe the true of the world directly. Nevertheless, before the continuation decision, they receive a state summary financial statement company's performance was good or bad or bad. This report summarized in may Figure or may in investigating the in the from the manager, reporting whether the most recent period, not be truthful. i.e. whether the The sequence of events interests that differ receives control rents from continuation and is would is like to undertake the project in both states in general be solved if offered an incentive contract based on the returns of the company. However, To such incentive schemes are often expensive and introduce inefficiencies. a very simple model from those of the shareholders. Specifically, he of nature (e.g. Baumol (1959), Williamson (1964)). This problem could manager this good 1. The manager has the in state is way we adopt the assumption of Hart and Moore capture this idea (1990): the manager is in an absolute empire builder in the sense that he derives infinite control rents from continuation. This 4 As the shareholders are disperse, an alternative interpretation decides what their reservation price for the shares is and if this price is is that each shareholder sufficiently low, a raider takes-over and liquidates the company. Shareholders will also have other methods of control than auditing such as debt, incentive contracts, threat of takeover, etc. methods only work imperfectly and as work at all. it However, can be verified quite simply, in in general these our case they do not assumption of unidimensional preferences for the manager considerably simplifies our analysis by implying manager that there exist Given to shareholders. Proposition 1 The manager no contract or mechanism we this specification by the that will insure truthful reporting can state the following result. (Overoptimistic Managerial Reporting) will always report the This outcome is state of nature to be good and the project will be continued. obviously inefficient from the viewpoint of the shareholders and it can be asked whether another agent attesting the validity of the report of the manager would help (See Gormley (1981) Chapter 4 and Mednick (1986) on the role of auditors to attest reports and make also to t=0 an financial forecasts). Let us suppose that at the accounts of the firm and if the auditor is hired manager prepares an overoptimistic auditor discovers this with probability 1-r. We can think of who financial report, the this situation as follows; performing sample audit work, the auditor receives a signal about whether the is B is equal to zero. or G. The probability that the project P(G), is — The . is also studies state after of nature good conditional on message B, denoted by P(B), probability that the project is good conditional on signal G, denoted by Therefore even when the auditor finds no sign of overoptimistic reporting, p+(l-p)r the state of nature r is in may be bad. Since auditors decide the state of nature to be bad, the change at thoroughly to investigate the accounts, general endogenous. Assuming r constant will not however change the main features of our paper. Note also that since there of how in our analysis if is a positive probability, manager will r, that the auditor will not discover always issue a good report and nothing would the auditor were hired at t= 1, after the report of the manager instead t=0. We can into a report. summarize the decision of the auditor with a function Our a(.) which maps her task is to determine a(B) and a(G). Let us start with the case signal where the auditor always behaves truthfully (the extreme case of auditor independence in which the auditor has no desire to collude with the management) which would entail irrespective of her rewards. bad and she discovers it, As a result, if an auditor is auditing, shareholders hired, whenever the state of nature is she will save the shareholders the difference between the expected return of the project and the liquidation value. independent auditor is a(B)=B and a(G)=G Thus the benefit to shareholders of hiring an equal to (l-p)(l-r)(L-qb y). If this amount would is greater than the cost of hire an auditor and discontinue the project whenever she claims the will manager has produced an overoptimistic assume is number of However, the (1991)). message B. In what follows we gain to be large. Thus shareholders will hire an auditor to solve the incentive this problem. This result helpful in a report, i.e sends of course not surprising as we know situations (e.g. Vickers (1985), crucial issue here is how that introducing a third-party is Fershtman and Judd (1987) or Katz to ensure the independence of the auditor while also minimizing the cost of control to shareholders. Control of the Auditor and the Role of Legal Institutions 3) Collusion, In this section we will relax the assumption that auditors can not to collude with the management. Instead restrictions bribe equal to reward the auditor m in other and model ways the more in the introduction, we interesting cases need a The by u*. This audit market is instruments as is We this as assume that the will manager can pay a a monetary bribe. In general, managers can also by cooperating with them, by making Although these show interpret the bribe as a dynamic framework their similarities to the reciprocity idea monetary one like the in this section, one we introduce because later. competitive and the auditor receives her reservation return denoted a very important assumption it will also in comparing the relative efficacy of different enables us to impose the participation constraint of the auditor and treat the problem a constrained cost minimization 5 In the next . receive rents and additional issues will arise. utility upon which there are no will analyze a situation in too; for instance financial records easily available, etc. mentioned relied on side-contracting between the manager and the auditor and such side-contracts not suffer from enforceability problems. maximum we be automatically The section, collusion will require auditors to total cost to shareholders will depend on the function of the auditor and the variability in her returns. risk-averse with a utility function u(.). Risk-aversion is We assume that the auditor is a plausible assumption: since most audit firms face the risk of large lawsuits, they are unlikely to act in a risk-neutral way. 5 Although in practice auditors are hired and incentive contracts are determined by managers, problem as though shareholders hire the auditor. The justification is that if the manager does not hire an auditor or does not sign a collusion-proof contract with her, the we treat the shareholders will either not hire the manager or will decide to liquidate the project. This stage can be explicitly modelled by giving the manager a choice to hire an auditor and offer her an observable contract after he finds out about the state of nature and then impose a signalling Cho and Kreps (1987)'s Intuitive Criterion. This is not done in the paper so crowd the argument even further (for a similar structure see Acemoglu (1993)) but all our results can be shown to hold with this modification. refinement such as as not to We model the legal system as follows. If the auditor does not find the report of the manager overoptimistic shareholders can (i.e. reports a good state) and subsequently zero returns are a lawsuit against the auditor for not defending their interests. This file modelling assumption is intended to resemble the following stylized facts. Shareholders do not observe whether auditors have performed effective audits. However, shareholders believe that there Gormley (1981), Chapter 5 a if When is if the investment collapses performance from the auditor, after a favorable report of previous (makes zero returns) shortly court. realized, a high probability that auditors performed inadequately (see for details of liability of auditors to clients) and decide to go to sued in court, auditors are found liable with a probability 7 and fined an amount the state is bad and never truly if the state is good. Alternatively, this assumption can be reinterpreted as stating that ex post, shareholders have access to an independent fourth-party, no cost the court, at Kofman and Lawaree (1993a)). This fourth-party can be quite effective in determining the state of nature (7 can be large). the monitor. Yet the auditor may show will thus appear that this that is a very attractive method of controlling when shareholders cannot commit not may be at finding out may why More importantly, investigation by the court by the auditor and as we Thus an arrangement in Second, what happens if and not replace the auditor with the not be feasible because although the court whether the auditor has misreported or not, auditor's duties. to file a lawsuit counter-productive. questions need to be asked at this point. First court? This alternative that It risk-averse, the threat of lawsuits is Two we our court plays a similar role to that of the external auditor of (thus, it is may be quite competent could not undertake likely to of the all be more expensive than will see, in equilibrium, the court will rarely need to interfere. which the court is the fourth-party the shareholders bear some of is likely to be socially optimal. the cost of lawsuits? If this cost is small enough, our analysis will go through (but see Corollary 2, below) and if it is high, correspond to the case with cx=0, since the shareholders will never a lawsuit. In general, if file this will shareholders also observe a signal of the state of nature, they can condition their decision to file a lawsuit upon this signal. Since in our model there is no such signal, costly lawsuits do not enrich the analysis though such an extension looks promising for future work. As a result of our assumptions, when the auditor discovers the bad but purposely reports it to state of the world be good, she faces a probability (l-qb)7 of being to fined. If she does not discover the state of nature to be bad, she faces the smaller probability X(l-q b )7 she will be found liable, where X=1-P(G)= r \ ?' r(\~PYP 8 is be that the probability that the state of nature is bad conditional upon not discovering anything auditor found is a liable, the fine is We G). (i.e signal assume also paid to the shareholders (we thus ignore all that if the costs of legal proceedings- see the discussion above and Corollary 2). If the shareholders a would court, and auditors could write contracts conditional upon the decision of the not matter at all, since private contracts on the would increase or reduce However, the court considers the global effect Hence damages would take any such pre-existing contracts6 into account the contract of the auditor cannot be or not, but it The we will consider The it is bad, two may also be We important. will Case 1: Shareholders can We denote the bonus by /3 lie in when the bad state when she claims assume that a(B)=G is good possible. the bribe is payments paid by the manager and so 7 . both states that the auditor receives for reporting the state of nature to be bad (reward to "whistle blowing"). The salary of the auditor when profits of the firm are zero and when the return of the firm denoted by to be non-negative, hence the auditor cannot be paid a lower salary when the firm s is y, this salary is After the filing of a lawsuit, the responsibility of the auditors Gormley (1981) Chapter to ignore the possibility in the case 7 it is the report to be is 6 that analyze the consequences will interpret the bribe as a financial one, the funding source of bribe shareholders will not care about the size of the bribe a) To is it overoptimistic she needs to back this up with evidence, thus only we assume thus are possible. auditor can only misreport in the bad state because Since We different cases of "misreporting technology"; a(G)=B and a(B)=G both i.e. . conditional upon whether she has been found guilty auditor can misreport in both cases; she can claim that and good when 2) plaintiff in finding against the defendant. can be contingent on final returns and on her report. of the legal framework, 1) made as desired. it 14. Also, fits is it is auditors takes the form of m successful potentially criminal, see to sue the auditors unsuccessful. often suggested that actual collusion between the management consultancy This would however imply that the management assumption, thus is assumed not possible for the auditor and the shareholders to agree funds. An earlier version is management and contracts or lucrative fees for other services paid to subsidiaries of the auditing firm (Simunic (1984), company is well with case in which the manager rewards the auditor in the form of cooperation. However, using the is of lawsuits because shareholders cannot commit not where the project This also it is equal to s+z; z Gormley (1981), Chapter not paying showed that all m out of its own our results hold if 2, p. 32). resource but we change can be interpreted as coming out of shareholders' resources. is this and the manager can hide the (for instance, because the auditor any bankruptcy constraints that may be we assume We are also ignoring binding the firm or the auditor; the firm have sufficient reserves to pay the auditor and the auditor her by the court. Finally, returns). that the is is assumed to able to meet the fine imposed on manager makes a take-it-or-leave-it side-contract offer to the auditor. The constraint that needs to hold first the auditor tells the truth in the bad state, i.e. is a truth-telling one, (Al). This makes sure that a(B)=B. If she claims the state to receive s+|8. If she claims the state to be good, the project will her basic salary s go ahead, and she will receive plus a bribe that can be as large as m. Also with probability q b the project will be successful and she will get an additional bonus project will be unsuccessful and with probability will be bad, she will be fined a. Therefore, for a(B)=B, we However, with probability z. 7 she will get detected to (l-q b ), the have misreported and require u(s+p)>q b u(s+m+z)+(l-q b )(l-y)u(s+m)+(l-q b )yu(s+m-a) (Al) Secondly we need a truth-telling constraint when the auditor's signal is G, does not discover any signs of overoptimistic reporting by the management. In project may still . when she this case, the be bad with probability X and she will be fined a with probability \(l-q b )7. Also conditional on her signal G, she will get the bonus with a X)q,+Xq b Thus i.e. for a(G)=G, we total probability of (1- require u(s+0)*{(l-X.)q +hi b }u(s+m+z) g H(l-k)(l-q yX(l-q b )(l-y)}u^m) + X(l-q b )yu(s + m-a) g Next we need expected state utility to to write the participation constraint of the auditor. This requires her be greater than her reservation return, u*. With probability of nature will be bad; in lie (i.e. down this state there is not (Al) holds), thus she will tell (l-p)(l-r), the a sufficiently large bribe to make the auditor the truth and receive u(s+/3). With probability p+(l-p)r, she will not discover any signs of the bad state and she can be bribed. However, as the manager is making a take-it-or-leave-it offer, the participation constraint he can just offer her alternative return, u(s+/3). Therefore, is (PC) u(s+p)*u* Shareholders would like to offer a contract to the auditor which satisfies conditions and minimizes their total cost; TC=s^l-p)(l-r)^{pqg+ (l-p)rq }z-(l-p)r(l-qb )ya g 10 all these three when Shareholders only pay is paying a back to the shareholders with probability (l-p)r(l-q b) (since in equilibrium, the auditor will be truthful, this the truth) the auditor claims the state to be bad. Also note that the auditor is the probability that she will be fined conditional and the expectation of this amount is subtracted from the total cost above. auditor claims the state of nature to be good, she management in the form of bribes. This implies the auditor to receive bribes However, We in the now can static telling When the receiving part of her payment from the that shareholders are happy in equilibrium for independence. to relinquish her full problem, the auditor will never conceal any evidence. ask whether z will be set different from zero, or in other words, whether the auditor's salary will be conditioned Proposition 2 (Case When is from the management and thus equilibrium of this upon her upon the performance of the firm. Auditor Fees Are Independent of Firm Performance) 1: her payment misreport in both states, the auditor can is on the not conditioned performance of the firm. In this set-up increasing z has two effects. First, a direct negative effect as costs increase RHS but also a beneficial indirect effect since increasing z would push up the enabling a reduction in s and a rise in 0. In the appendix, we show that the indirect effect never dominates the direct effect and profit-maximizing shareholders never auditor to the performance of the firm. This result compared to an increase in /3, is is form of bribes irrespective of the value of z shareholders must be bearing the cost. z<0 We (i.e. when if and a correspondingly higher value of total costs to shareholders. in the Next we turn However when a=0, to the interaction is is still uncertain. paying all his However, resources it z, the in the s were possible, the shareholders as long as a>0. Because event of her being fined, the optimal value of z can be chosen to be negative (see equations (5)-(6) it increase in (A2) holds as an equality), therefore, the can also see that corresponds to providing insurance to the auditor reduce An introduces additional variability in the auditor's return because receiving her reservation return and the manager would prefer relate the salary of the also quite intuitive. conditioning on her information, the performance of the firm auditor of (A2), thus is it this would zero even in the appendix). between the "stick" imposed by the legal structure, a, and the "carrot", 0, (having already established that the other type of carrot, z, will not be used). We will show that in this case, total costs to shareholders are increasing in a, 11 implying that the ex post possibility of lawsuits makes shareholders worse-off. Proposition 3 (Case When 1: Possibility of Litigation the auditor can lie in both states, total costs, The proof is An provided in the appendix. a goes up, the demonstrate that is RHS of (A2) falls are everywhere increasing in a. a from a has two effects: a direct effect the auditor and an indirect effect that always dominates the direct effect. The a again that the manager and the auditor are as well off as before and an increase in the variability of the auditor's return in the have therefore shown the cheapest way that, good state; contract, they only. /3 would choose a=0 shareholders have to bear this cost. Thus if We and z, shareholders were to set a by (despite the fact that y can be as large as because bonuses induce the auditor to report her information without introducing as much 1) variability in her return. not to file However, when a is set at a positive level by law, they cannot commit a lawsuit ex post, and the auditor demands Case 2: The Auditor can only b) We now lie in the bad more compensation ex ante. state turn to the case in which the auditor needs to furnish evidence of actual over- optimistic reporting by the manager and thus cannot claim the state to be bad unless she finds such evidence. Hence irrespective of her rewards, the auditor will report truthfully is intuition increases of the three instruments available to control the auditor, a, to achieve control is to use means of a private we needs to be reduced. In the appendix, thus this time, the indirect effect TC, increase in that reduces the cost to shareholders as they receive as Harmful) is G, i.e. a(G)=G. Therefore, the only incentive to hide such evidence when the state of nature we left are only is we need to give to the auditor indeed bad. (A2) now becomes is if her signal for her not irrelevant and with (Al). Crucially, the participation constraint of the auditor will change too because she no longer receives u(s+j8) in both states. Instead when her signal is good, she will receive her payoff specified by the contract. Also since (Al) holds, she will never receive any bribes in equilibrium. nr^ Thus (l-p)(l-r)u(s+P)+<pq +(l-p)rqb }u(s+z) g -W-qgH^Py(l-q b )(l-y)Msy(l-p)r(l-qb )yu(s-a)>u* 12 Proposition 4 (Case 2: When Possibility of Litigation Is Not Always Harmful) the auditor can only lie in the bad state, there exists an intermediate value of legal liability which minimizes To is The total costs. why see straightforward appendix, we it 8 . would never be optimal Also, cost minimization requires (Al) to be satisfied as an equality. In the analyze how and s shown total costs are also in the to decrease in a. was a sure payment (PC). Before o vary as of a are harmful as that high values pay the auditor more than her reservation return to tends to infinity and z is set equal to zero. a previous subsection. However, as The tends to zero, and increasing was a cheap way relatively of compensating the auditor for her services. However, here, the auditor only receives probability (l-p)(l-r). introduces too much When a On risk. is which, to rely at the other hand, low values of a, when a may it Two Corollary The to this discussion any level of a intuition of this corollary relies high level of a reduces compensated for it. neutral the size of that conditional g concavity of u(.)), this also allows it is from zero, but a would By still the same be positive. can also be stated (proofs omitted); and Further z are equally effective. on the discussion of the main results of is paid back to the shareholders, not matter. Similarly, the reason why z was when both sides are risk- less efficient than upon the information of the auditor, z introduced more not an issue, the two types of bonuses are equally effective. Since there is no issue of the auditor having limited resources, we not always the case, paying a third-party necessary to avoid collusion when more than her 13 finally have (see may be Acemoglu (1993), reservation return the third-party has limited resources (e.g. Besley and McLaren (1993)). was variability than 0. Yet is is this section. the auditor's return in one state of nature and the auditor needs to be However, since a a does is efficient. risk-aversion This not optimal 1: If the auditor is risk-neutral when (i.e. exists an optimal level of a. also be optimal to have z different immediate corollaries becomes more increases, her return beneficial. Therefore in this case, on one instrument too much and there argument, A is with has to be set high in order to satisfy (Al); this equal to zero, variable but by virtue of the risk-aversion of the auditor a reduction in see be obtained by comparing (PC) and intuition can to the auditor We Kofman and Lawaree (1993a) for a similar result in a slightly different context); Corollary 2: always more costly to use non-pecuniary punishments rather than pecuniary ones. It is Thus if additional to a, there are litigation expenses and costs to applying to court, legal punishment becomes a see less attractive Acemoglu and Gietzmann legal stick is The even method of control, even without (1993)). Since in practice legal costs are quite substantial, the less attractive than suggested implication of this section by our analysis above. is that in a hierarchical organization form, optimal to pay the monitor a salary independent of the outcome conditional upon her report, because, in equilibrium, her report information (which that we want risk-neutrality (on this also (z=a=0), is just rewarding her 9 . We have also depending on the precise assumptions, there may be a limited role for legal monitor (auditor) and In practice, agent. Our if this is we seldom showed liability of the the case, legal liability should be set neither too high nor too low. observe monitors being rewarded according to the performance of the analysis thus suggests a possible explanation for this. predictions of this may be a more accurate signal of her deduce) than the performance of the firm to it model are not as However, the rest of the plausible; although rewards to "whistle-blowing" monitors are not often paid according to their reports). It can be argued may exist, that, especially in the case of auditors, their reputation thus their future payments will depend on how tough they appear, hence indirectly on their reports. Yet casual observation as well as established views (e.g. Gormley (1981), Dunn (1991)) the monitors and a static also suggest that the legal stick model does not fit this model and the practice may have a number of different sources. we observe inefficient. Second, report contingent pay-offs a static model with unrestricted side contracts situation. try to Motivated by this last observation, 9 may we Strictly speaking, we when z=a=0, and lying. In this case we assume be marginally positive. First, the legal may arrangements not be possible. Third, not be capturing the salient features of the next turn to a dynamic model in which open the black-box of collusion and analyze monitors direct incentives. Further as important in controlling observation very well. This discrepancy between the may be is its predictions on whether will see, a model of it is we will optimal to give implicit collusion will enable us the auditor will be indifferent between telling the truth that she behaves as 14 we want her to. Alternatively, z or a can to offer some tentative answers to the questions posed in the introduction model was silent. 4) Implicit Collusion and Auditor Behavior The previous on which the section has a major omission: there will often exist legal limits to the side- contracts that can be written between the manager and the auditor and as a result enforceability problems associated with these side deals will also be quite serious. For instance of auditing, all transactions between the auditor and the SEC and AICPA regulatory agencies (e.g. 13). in the management is we yes, our example US, see Gormley (1981), Chapters This leads us to ask the following question; suppose there possible? If the answer in are closely monitored by is no refer to this as implicit collusion. There 2, 5 and possibility of side- contracting via direct financial transfers between the manager and the auditor, is is collusion still nothing that forces the auditor to collude; but along the equilibrium path, the auditor suppresses in static some information order to increase her payoff. This, rather than a situation in which auditors receive explicit bribes, also seems to be more in line with the view among lawyers, accountants and sociologists about the imperfectness of the independence of the auditor and, references in footnote 2). collusion can arise. Our We will investigate the circumstances analysis will suggest a (4.1) A (4.2) The manager should have a (4.3) The number of under which such implicit conditions; firing credible threat to fire the auditor. of the auditor should not be interpreted by the shareholders as sufficient proof bad - this will require that auditors And/or there should be a positive probability have a secondary role that the next auditor find out about the state of affairs or is willing to cooperate with the (4.4) of monitors (see long-term relationship must exist between the auditor and the manager. that the project is fail. in general, The threat of being fired should be damaging some When now hired does not to the first auditor so that she is willing to first auditor should be positive rents in future periods. such collusion is possible, it can again be prevented by the threat of by an appropriate incentive scheme for the threat is is which they can management. collude implicitly in order to avoid being fired. In other words, the expecting who in different and the "stick" is We auditor. much more litigation or will see that the role of the litigation effective relative to the "carrot" than in the previous section. To model this situation in the simplest way, 15 we maintain the basic structure set up in section 2 but also introduce thus assume We are On one of the returns are realized, a manager is again assumed to be an absolute empire-builder is this project for as the project will yield project will abandon come to good project has probability q, of success while this an end and yield this project, shareholders to discounting game both we final return. its when Because the manager never wants also need to modify assumptions (CI) and (C2). qy>L> to Namely qy T Thus the expected net present value of a good project 1-5(1-0)^ is higher than the liquidation value but that is less. ipqg+{ l-p)qb} <C4) -±-y>L This condition states that unconditionally, the project is Since the firm consists of a number of projects, and uncertain it is the auditor and the shareholders discount the future at the rate 1-5(1-0) the time q b for a bad cannot induce him to report truthfully and the auditor can (C3) of a bad project However, is return. In particular, in each period there is a probability 6 that the its again be useful. In this long as possible. good with probability p and bad with probability 1-p and when We thus have a structure very similar to the static model. project. is need a dynamic framework and time and consists of a number of projects. he always wants to continue with cost, Unconditionally, the project Due we now these. Shareholders are not sure about the probability of success of the other hand, the and whatever the 5. features. Firstly, that the firm is infinitely lived in discrete interested in this project. some new this auditor will also issue on average it profitable. needs to have an auditor employed all a statement each period reporting whether the manager overoptimistic about the project in question. Here we make a number of additional assumptions, which will be discussed in more detail as we go along. First the firm faces , switching costs in the audit market, thus pays a fee higher than the marginal cost of auditing. In particular, each period, the auditor receives a marginal cost. Second , there is minimum payment a small probability e that the auditor will R of (rent) fail above its in her duties associated with other projects. Yet these duties are quite important (e.g. internal fraud detection, see Gormley (1981), Chapter replaced. 3.7) and if the auditor fails in these duties, she needs to be Whether she has done so or not over the auditor is is delegated to the manager. hired in the following period. We unobservable by the shareholders, thus authority When will later analyze 16 the auditor how is dismissed a new the results change if the auditor new is auditor is brought immediately. Third the auditor , risk-aversion introduces important effects. now assumed is However, it to be risk-neutral. As argued above. also complicates the analysis and crucial for the mechanisms we are investigating true state (i.e. r=0) but she obtains two kinds of evidence; with probability 10 it . Soft evidence in contrast report it and if she reports is if verifiable is n hard and with probability and the auditor unable to conceal is may choose hard or soft is a with three possible reports for the auditor: good, G; bad with soft evidence, First, a(BH)=BH to describe the case in (G, true is by definition. We Thus there now possible and situation information and we (for exist BS and bad with hard we by the management or not and are also assuming that side-contracts cannot be written between the auditor and the manager, implicit collusion The game will use the term implicit collusion the auditor has been discharged decide whether to continue with the project. Since is also which a(BS)=G. Each period, shareholders observe the auditor's report BS or BH) and whether collusion that we an independent event from whether the is brevity ignoring the failure and success of the auditor in the other tasks). BH. will just it probability 7. For simplicity, auditor failed in her other duties. Figure 2 summarizes the sequence of events in this evidence, not to the auditor conceals her soft evidence and the project fails, she whether the evidence that the auditor always observes the to the shareholders using hard facts; it again found out to be guilty and fined an amount assume , unverifiable by the shareholders; the auditor she cannot prove it, be her opinion". However, is Hard evidence soft evidence. l-fj. here. Finally not is we we will investigate are considering now under what circumstances corresponds to a dynamic is it game use the concept of Perfect Bayesian Equilibrium. the only type of may arise. with incomplete According to this equilibrium concept, shareholders' beliefs must be derived from the equilibrium strategies of the manager and 10 As we the auditor by Bayes' rule and at each stage of the game, given these beliefs, the will see later, the auditor will only conceal not to be discharged Therefore even if by the manager. she had the possibility of concealing hard evidence, she would never do Thus our assumption that hard evidence cannot be concealed is so. purely to simplify the discussion in the text. 11 The assumption However, the that distinction r=0 between only serves to simplify the expressions that will follow. soft and hard information hard information, the manager would not find have a credible threat. If to tolerate collusion. The we it is more substantive. If we profitable to fire the auditor and thus only had would not only had soft information, the shareholders would be less willing distinction between soft and hard evidence is made by Antle (1984), among others, but none of these papers discusses the interplay between non-verifiability of information and collusion via career concerns. Tirole (1986) and Jewitt (1992) 17 s must be best-response strategies of each player model equilibria of this to the strategies of other players. such as satisfy stronger equilibrium concepts Also the Cho and Kreps (1987)s Intuitive Criterion. The not 12 , first thing to note the auditor if to manager has the the threat of the is R per period, from being employed by in other this firm. words, she has career concerns. Also note right to fire her claiming that she failed in her other duties. Therefore to fire the auditor is credible, he will way he interpreted Provided that be reemployed or manager her to report in the dismissal irrespective of whether the project in question continues or expecting future rents, is Thus the auditor wants that the is that desires. This credibility will have some scope in forcing depend on whether the auditor' by the shareholders as a bad signal about the quality of the firm. this threat is credible, the auditor will compare the return to collusion with the return to being honest and getting fired. If she prefers the former, we will have an implicit collusion equilibrium where auditors conceal their soft information and managers fire auditors who refuse to collude. truthfully. Our The alternative a no collusion equilibrium where auditors always report strategy of analysis in the rest of this section implicit collusion equilibrium to exist As we is collude (i.e. We derive conditions for an and then globally characterize the equilibria of will see, the behavior of the auditor behavior of other auditors. is to may depend on this game. the structure of audit market and the will first suppose that all auditors are believed to implicitly a(BS)=G). Proposition 5 (Optimal Continuation With Implicit Collusion) In the equilibrium in which auditors auditor provides hard evidence that Our first result states that of an auditor is implicitly collude, the project it is when manager keeps never abandoned an bad. not interpreted as a bad signal which will in turn is until auditors are believed to implicitly collude, the dismissal manager a credible one. The proof of underlying idea is this proposition is the threat of the again in the appendix. Yet, the sufficiently important to deserve discussion in the firing auditors, this is not interpreted as a make main text: bad signal and the project 12 In general, the auditor would receive less rents when one of her projects which could increase her incentives to implicitly collude. 18 even is if the is not abandoned abandoned. In an equilibrium not colluding. Therefore, in which auditors are expected all firings would be no use auditors in who never fired for are interpreted as due to auditor incompetence and do not constitute bad signals. If an auditor has it to collude, they are no hard evidence but for her to claim so because she only has are actually fired for incompetence would is because of incompetence, fired non -verifiable soft evidence and all also have a similar incentive and thus equilibrium they will not be believed unless they possess hard evidence. In other words. denoting failure by the auditor in assisting the manager by collusion equilibrium, F and no failure by S; in the implicit a(G,F)=a(BS,F)=BS and a(G,S)=a(BS,S)=G. Thus BS when deviates and sends message interpreted as a(.,F)=BS. As a her signal is BS and the manager is very be fires her, this will result, in the implicit collusion equilibrium, soft not adversely affect shareholders' beliefs. Since this result an auditor if information does much dependent on the secondary role of the auditor (condition (4.3)), collusion will be more difficult when the scope of the responsibilities of the auditor collusion can be prevented (e.g. if is narrowly defined. In our simple example of the secondary duties of the auditor are delegated to another party employ another auditing firm for the other projects) the authority to fire the auditor, the auditor will have less incentive to collude. In this section, 13 . Also, if the manager does not have weaker career concerns and thus our model, the manager is assumed to have the right will have to fire the auditor because shareholders cannot observe her performance. But in general, the principal should prefer not to make the monitor the agent's subordinate. In fact, in most hierarchical organizations, although the agent can always complain about the monitor, the monitors are not under the direct control of the agent and have higher authority than the people they supervise In a model with unrestricted contracting, there 13 is no reason to expect such an 14 . arrangement. would still be an Perfect Bayesian Equilibrium but would fail any other refinement of PBE. Also obviously, other sources of noise will lead to a similar result. But our general claim, that the narrower is the scope of the monitor, the smaller is this noise and thus the more difficult is collusion, would hold. If e=0, implicit collusion the Intuitive Criterion or 14 See Corzier (1964, pp 42-43) about how the relationships between the agent and the supervisor varies depending on how much authority the supervisor has. Felli (1993) offers a different interpretation of Corner's discussion. In Felli 's model, when the supervisor has more authority, the agent is less willing to reveal her private information, thus collusion is more difficult. Whereas in our model more authority insulates the supervisor from the influence of the agent. 19 Proposition 6 (Managerial Behavior With Implicit Collusion) when In the implicit collusion equilibrium, auditor who the project is bad, the manager will always fire an does not collude and does not possess hard evidence. The proof of this proposition is straightforward and is thus omitted. shareholders described above implies that the manager will find it who If deviates. If he does not fire her, the project interpreted by the shareholders as due (see proof of Proposition 5) to auditor and the project is implicit collusion equilibrium, the next auditor is abandoned. The inference of the profitable to fire an auditor he fires the auditor, this incompetence and their posterior is not abandoned. Moreover, since is is not changed we are in the expected to collude (again condition (4.3)). Therefore, the manager will be better off by firing a deviant auditor. Having established would prefer see whether the auditor to collude will again two kinds of z. manager has a credible that the to implicitly collude rather than to depend on the carrot and the variability of the auditor's returns. Since the auditor is Proposition 7 (Incentives To /3, we fired. now We we need The also to incentive know that and profit contingent bonuses, two instruments differed as they equally effective (Corollary 1) and be stick facing the auditor. carrots are possible; report contingent bonuses, In the previous section these When threat to fire the auditor, differentially affected the risk-neutral, both instruments are can just concentrate on the case in which only /3 is used. Collude) the manager's threat to fire is credible and the information is soft, the auditor will prefer to implicitly collude iff R*. (ID {l-8(l- €)}{9(l-qb)ya+(l-8(l-0)(l-n)(l-e))p} l-5(l-0)(l-/i)(l-«r) Obviously the possibility of a lawsuit most preferred outcome for the auditor and still receive the future rents. However, collusion equilibrium, the auditor will get fired costs her the rents. However, is to when she be truthful thus avoid the when we refuses to collude. in return she avoids the possibility are in an implicit Thus being honest of being found guilty in the court (a) and receives the bonus 0. Proof of Proposition 7 in the appendix compares these costs 20 and benefits and derives condition other conditions we (II) 15 Note an important feature of . will derive; the larger is R, the more likely the cost of not colluding in terms of future forgone benefits a market with a lower competitive is R can is more difficult is collusion. shared by the auditor to collude because greater (condition (4.4)). Since is be interpreted as more competitive, the audit market, the (II), that is this result implies that the more This proposition thus establishes an important link between the conditions of the market and organizational form: the implicit collusion concerns become much more important in a hierarchical organization monitor has market power which gives her strong career concerns the fact that it may be more difficult to fire (in this claim, form when we the are ignoring an auditor with market power, e.g. a complete monopolist). We can however see that the RHS of (II) depends on 0. By choosing large enough. shareholders can ensure that (II) does not hold and thus implicit collusion does not take place. Next we will show that depending on the values of a and R, "carrot" strategy and that, as we often observe in practice, it it may be too expensive to use this may be optimal to pay a flat fee to the auditor rather than giving her direct incentives. Proposition 8 (No Contingent Fees With Implicit Collusion) If ^ {l-g(i-g)Hl-M-g(i-M)(i-0)}£ {i-g(i-g)H(i-/*)flg»y} l-8(l-n)(l-0) 02) 1-S(1-m)(1-0) 2 {(l-8(l-€)}Ui(l-8(l-n)(l-9))-8(l-n) (l-9)€}0(l-g b )ya {l-S(l-/i)(l-0)}{l-S(l-M)(l-0)(l-e)} then it is optimal for the shareholders to The proof of that is required. 0=0 and pay a this proposition is again in the ensure that the auditor does not collude of set However, paying may be not satisfied), there 15 It is reports it, assumed is receiving a minimum payment, that if the auditor reports she suffers no punishment. 21 G is that, is a in order to minimum value too expensive for the shareholders. This again related to the fact that, because of the switching cost audit market), the auditor fee to the auditor. appendix. The intuition (i.e. that (II) is this flat and (i.e. non-competitive forces R, in all states. later she discovers An is in the increase in hard evidence and constitutes an additional payment; in contrast to the previous section went up, here the auditor will be paid 16 from the firm) R extract . As a R result, contrast to the previous section, it may be this information not being transmitted to the shareholders. the result that it may be as $ too expensive to use bonuses to control less than full auditor equilibrium, in was reduced s and R+/3 depending on her report (since she can always Thus shareholders may be content with collusion. where compromise it some leads to Kofman and Lawaree (1993b) optimal to allow some collusion. from ours, some auditors are naturally honest and independence and may However in their in relevant also derive model differently thus be profitable not to incur the costs of preventing collusion. Proposition 8 establishes condition (12) which shows when it will be more expensive to prevent implicit collusion. Nevertheless, the presence of implicit collusion does not imply that auditing is essential. useless. First, we have assumed that the other services offered by the auditor are Second, even when the auditor implicitly colludes, she reveals the quality of the project with probability willing to tolerate When fi. (12) is satisfied, shareholders some degree of is like to set /3=0 thus are collusion despite the fact that they can prevent a high bonus to the auditors. However, even with /3=0, (II) enough. This would may not be satisfied it by paying if the sense in which legal liability, a, matters in the present model. a high Thus for be an equilibrium we require implicit collusion to U-g(l-0)(l-M)(l-*)} q< 03) K } R l-S(l-€)e(l-qb )y should hold i.e. (II) when /3=0. If a is too high, implicit collusion will not be possible. Thus, the legal system needs to be lenient for implicit collusion to take place in equilibrium. contrast this result to those of the previous section where, without risk-aversion, matter. The crucial ingredient in the for the possibility of high fines. at all. However a does receiving 16 not mean is is we payment of the auditor receiving rents equal to R did not to compensate her per period. Thus a small increase have to pay the auditor more, because she reservation return. Although increasing is R+z when it is successful and so exactly the through. 22 is already not always beneficial use performance contingent fees, the auditor will be paid unsuccessful and can both parties are risk-neutral, such transfers do not matter that shareholders more than her Similarly, if project When here, the auditor a We argument of section 3 was the participation constraint of the auditor. Before shareholders had to increase the in is same R when results the would go (Proposition 8), increasing more than her 17 is beneficial to shareholders as long as the auditor reservation return. makes collusion possible, also auditors a is receiving follows that the presence of rents which makes implicit It more the "stick", a, a relatively method of controlling effective Therefore, in contrast to the case of explicit collusion where the auditor received her . reservation return, there is now a clear rationale for paying a system for disciplining the auditor opportunistic . credible. When are high, all However, the manager, therefore the manager's threat to fire a deviant auditor the legal framework is lenient is and the rents expected from continued relationship auditors prefer to collude in this case and is this hold, there exists an implicit collusion auditors are expected to collude, dismissals are not interpreted as an all move by legal 18 We can thus conclude that when both (12) and (13) equilibrium. Because and relying on the flat fee also the unique equilibrium? we have an The answer is implicit collusion equilibrium. yes. Proposition 9 (Uniqueness of Implicit Collusion Equilibrium) When (12) which all and (13) are satisfied, the To interpret this as a this proposition straightforward. is The argument above What will happen if the manager to fire we in establishes are not in an implicit fires the auditor? bad signal and abandon the project. However, have no incentive may Shareholders in this case, the manager will the auditor for strategic reasons and a dismissal should not be interpreted as a bad signal. Alternatively, shareholders life an implicit collusion equilibrium see uniqueness suppose that (12) and (13) hold and that collusion equilibrium. case, the is auditors conceal their soft information. The proof of existence. unique equilibrium manager would have an incentive to keep do not interpret it as a bad signal. In this firing the auditors in order to prolong the of the project for as long as he can and hence a firing should be interpreted as a bad signal. 17 Increasing to shareholders, a has two benefits; whereas /S it makes collusion makes collusion less likely but increases total costs. always preferred as long as the auditor is necessary for implicit collusion (condition (4.4)). 18 We could and also reduces total costs Thus using a being paid more than her reservation return, which is is less likely obtain similar results in the static contracting problem of the last section, auditor could not be paid less than a certain the static problem, in our model of minimum positive amount. implicit collusion, there are much presence of rents and thus for the auditor to be controlled by the legal 23 However, if the in contrast to clearer reasons for the stick. Therefore we can see that shareholders must be using mixed strategies, but project will not be abandoned with probability fire the auditor to keep the project going. collude. This result when It is the is It 1 that the threat to follows that the auditor will prefer to implicitly dependent on the unidimensional preferences of the manager. In general he too that a yet unproven conjecture that in such a setting, the higher of the implicit collusion outcome. more is e, may play mixed strategies. the higher our earlier claim If true, this will strengthen are delegated to the auditor and We means and the manager will have a credible manager has smooth preferences, we can see becomes more this is the probability that as more authority given to the manager, implicit tasks collusion likely. next turn to the case in which (12) or (13) does not hold. Proposition 10 (No Collusion Equilibrium) If either (13) or (12) is not satisfied, there exists a auditors do not collude and always report ' p g {l-rf(l-fl)}{ (14) is qf-L}<(l-p)(l-n){l-8(l-9)}{L- abandoned immediately. when her information is soft If (14) is not satisfied, the and the project is intuitive. Suppose this proposition is that the threat bonus, (12), or, the legal project is punishment first firing is and get Thus conditions of this (12) and is discontinued fired. (13). If e is firing. In contrast, if e is is is is (13) bad falls sufficiently to quite But despite receiving a high small and satisfies (14), the high enough so that (14) does not interpreted as a sufficiently bad signal and the project immediately abandoned. Yet, as auditor after auditor prefers probability that the project fires the auditor fire the auditor is still credible. severe enough, immediately abandoned after a not hold, the manager behave truthfully because either she is which ft?) provided in the appendix, but the argument of the manager to this threat, the auditor will prefer to ^^ not immediately abandoned but in finite time as all the auditors report their information The proof of in truthfully. If e satisfies e) i a bad project unique non-collusion equilibrium is not be fired to collusion, the updated and the project is abandoned in finite time. and Propositions 9 and 10 completely characterize the equilibria game. Despite characterizing the equilibria, our analysis leaves out an important point. In general, the credibility of the manager's threat will depend 24 on the behavior of other auditors (condition (4.3)). This however does not arise in our analysis, again due We can assumption that the manager has unidimensional preferences. by effects letting a We period. new thus need to have the report of an auditor made by threat will obviously depend on what When when nevertheless capture these this auditor is believed not to collude with probability 1, do not hold, our analysis either (12) or (13) (who is not discharged) before the the shareholders. In this case, the credibility of the manager's is is our simplifying auditor to be introduced immediately after a dismissal rather than next continuation decision auditor to expected to do. In particular, there will when they both hold, auditors will only collude no point is if the new in firing the first auditor. be no different than before. However, other auditors are expected to collude. Proposition 11 (Multiplicity of Equilibria) When both (12) and (13) hold and a new auditor there exist two pure strategy symmetric and one which no collusion takes place. in The outcome because intuition is straightforward, is to tell all equilibria; introduced before the continuation decision. one in thus the proof do the truth and they can this when which is is auditors implicitly collude all omitted. Auditors most preferred the manager's threat other auditors behave truthfully too. In contrast, believed to collude, the manager's threat implicitly. is if some of is not credible the other auditors are credible and each auditor prefers to collude This result therefore shows that auditor behavior does not only depend on the allocation of authority, legal regulations and market structure but also on the expected behavior of other auditors. This also makes the multiplicity of equilibria different than those encountered in repeated games. Given the strategy of other auditors, the manager and the auditor have unique best responses to each other, however these best responses in turn depend on what other auditors are expected to do. 5) Concluding Remarks In this paper can arise and how we it studied a simple hierarchical organization and discussed how can be prevented. Section 3 analyzed the case with unrestricted side- contracts between the monitor and the agent. The implication was that although the principal should not pay the monitor according to the performance of the agent, he should direct incentives. We collusion argued that this finding still does not adhere well with the practice 25 give her in which most monitors are only indirectly controlled by the threat of the law or of being in line with the conventional view of collusion to (e.g. footnote 2). among fired, nor is it lawyers, accountants and sociologists about the nature We thus argued that to understand how collusion open the black box by modelling collusion in works, we need a dynamic context. Section 4 developed a theory of implicit collusion in which, due to the career concerns of the monitor, collusion takes place without side-contracts. This model predicts the monitor without direct incentives implications. Collusion is The more often preferable. may be happy principal likely is when It also has a that controlling number of important with some valuable information remaining hidden. the market for monitors is non-competitive and thus when the monitor expects high rents from continued relationship and has strong career concerns; also when the monitor has more than one task and when of equilibria with different organizational forms although collusion is important, a number of is the monitor has less authority. A multiplicity also possible. Overall this paper argues that the predictions that follow are not realistic if we interpret collusion as taking place through unrestricted side-contracts. Therefore, the concept of implicit collusion is an important one to analyze; it avoids several of these problems and has better equilibrium foundations. However, our analysis had number of short-comings, assumption that the manager at all costs. I believe for future work. It new is an absolute empire-builder and wants to continue with the project insights will follow will also the most important being the when we relax this assumption which is a task left be informative to endogenize the allocation of tasks and of authority across agents in such a context since these provide the foundations for implicit collusion. This will also enable us to develop an analysis and incentives to collude are jointly complementary determined but one with enforceable contracts. 26 in to that of Felli (1993) where authority a model of implicit collusion rather than » » c o MM o e CD O CD CD D C o •*-f CD 1 1 "S k_ (0 ^ "^ CO CO E • CO c o o o k_ o 1 '§ D < Q. c/) 4—> CD ti CD CO *— l. CD 0) 3 ' MM c o M« U) C/) CO CD C/5 g CO colli • E c k_ CD CO CD I 2 CO 2 E £ 4—o CD O CO .C c 2> CO (0 f~ CD k_ MM CO Q. CO u_ i o .CO offer C CD II si 0) Q Q. £ C/> OS 0) ic o o CD CO "D a CD C fc- o ** CM CD CD Q BOB -o 3 5 CO U) CD LL 5 o 2 o c 2L "5 a CD < IEc >CD 2 II • mmm c S QCO •5 CD a) O Appendix Proof of Proposition 2: We can see and (PC) by direct inspection that (A2) totally evaluate this at z=0, and (PC) would hold as to see how s equalities. Differentiate (A2) change when and we using start z. This will give us the following system <u \s +0) -{1 -X(l -q„) y)u '(i +m) -X(l -q b )yu '(s +m -a) u \s +(})" Ids' dp) (1) (-{\q b +(l-k)qx }u>(s+m)) From this we obtain {\q b + (l-\)qg }u'(s+m) dp__ds__ (2) dz The change dz dz in total costs {\--k(\-q h )-i }uXs+my\(\-q b )*i uXs+m-a) TC can be obtained by differentiating (3) dz with respect to z; -{(\-p)r+p}^{pqg +{\-p)rq b ) dz Thus dTC , _ dz -{(l-p)r^p}{Xq b ^(l-X)q }u (s-m) g {l-k(l-q b )y}u'(s+m)+k(l-q b )YuXs+m-a) (4) <Pqg + (l-pyq b }[{l-W-q b )y}uXs+m) + X(l-q b )yuXs + m-a)} {l-k(l-qb)y}uXs+m) + X(l-qb)yuXs+m-a) Now noting that {(l-p)r+p}{kqb +(l-\)q }=pq +(l-pyqb g g (5) and that u'(s+m)<u'(s+m-a) by the concavity of u(.), we can write dTC. >{pq+(\-p)rqe }{uXs + m)-uXs+m)}=0 (6) dz QED Proof of Proposition 3: Now set LHS of system (1) will be unchanged and the (7) z=0 and totally differentiate (A2) and (PC), RHS this will now be k{\-q b )yuXs*m-a) 27 time with respect to da given by s, /3 and a. The Thus 8(l-q b )yu'{s+m-a) <k___djl = (8) da da Change in total cost is {\-8(\-qb)y}u'((s+m)+8{\-qb )yu'(s+m-a) given by dTC (9) ; ds ={p+(l-p)r}^-(l-p)r(l-q b )y (10) da {l-k(l-qb )yuXs+m)+X(l-qb )yu'(s+m-a) Total costs are thus always increasing in a. Next note that linW^=0 (11) da and a=0 is optimal from the viewpoint of minimizing the costs of control to shareholders. Proof of Proposition (We will give the 4: proof for z=0. When z=0, become much more complicated.) differentiate these ' QED In this same the effects are present but the expressions case (Al) and (PC) hold and we can totally and obtain uXs+p)-{l-(l-q b )y}u'(s+m)-(l-q b )yu'(s+m-a) (1 -p)(l -r)u \s +py{p+(l -p)r(q b + (1 -qb )(l -y))}u u'(s+P) '(,) (l-p)(l-r)u>(s+(3) +(l-p)r(l-q b )yuXs-a) (12) ' (ds' -(\-qb )yu'(s+m-a)' (\-p)r{\-q b )yu'{s-a) We would ds/da as a like to show that dTC/da is negative as tends to zero. 28 a tends to zero. We thus evaluate d/3/da and ds _ (1 -P)(l -0(1 -q h )yu '(s +m)u \s +£)+(! +0) >(s \ da jp_ da (B) -p)r(\ -q b )yu \s)u (\-p)r{l-qb )yu'{s)u'{s^)-{l-p)r{l-g b )yu'{s)u\s^m) \ (1 ~q h )(\ -P)(\ ~r)yu '{s+P)u '(j+m) + + (l -p)r}(l {p -qb )yu '(s+m)u >(s) \ where A =(l-p)(l-r)[{l-(l-q b )yu'(s+m)+(l-q b )yuXs+m-a)}}uXs (14) *\P + (1 -P)r{<l b + (1 '(s)u \s + /3) + (1 -p)r{\ -q )yu \s b -qj(l -Y)}]« + l3) -a)u >(s *$) Also ^,^ da (15) da +{1 .p)il -r)f.(l-P )r(l- qb )y da Therefore dTC da (1 -p)\\ 2 -r) (l U , " (l-p)(l-r)(l-q b )yuXs+m)u'(s+p) A, -q b )yu \s +flu '(s) (1 -p)\l -r)r(l -q + b )yu \s)u >(s +m) \ \ (l-pftl-rftl-qJyu'is+pyuXs+m) (16) ' (\-p)r{\-q b )yuX5 + m)u\s) \ \ p(l-q b )yuXs+m)uXs) (l-p)\l-ry(l-q b )yu'{s+m)u'{s+fi) ' Ao \ (1 -p)r{\ -q b )y{p+{\ -p)r)u '(j+fl)u '(j) Ao We is can now see that this expression, (16), negative. Firstly remember always positive. Then compare the second term with the third and the these three exacdy cancel out. sum is is is negative. Finally the Next compare sum of the that the last and we can see the fourth term with the sixth and first, fifth denominator we that see that their and the penultimate terms equal to (l-p)p(l-q b )yuXs+m)uXs+P) (17) \ Now compare that their sum this to the is seventh term and noting that u'(s) negative too and thus (16) is is greater than u'(s+/3) we can see negative which implies that at low values of a, 29 : total costs are decreasing in a. Next we need high value of we can set a show to that at high values of a, total costs are increasing in a. Take a (tending to infinity). For such a high value of a, (Al) will always hold and thus 0=0. We thus obtain (l-p)r(\-qh )yu'(s-a) ds (18) da {1 -(1 -p)r[\ -q b )y}u '(s) (! -p)r{\ -q b )yu '(, -a) In this case using (15) above, dTC _ (1 ~P)r(l -g»)vU -(1 -P)r(l -g»)y >{n \s -a) -u (19) ~ da as, by the concavity of Finally as too high. {l-(l-p)r(l-qb)y}uXs)+(l-p)r(l-qb)y)uXs-a) u(.), u'(s-a) is greater than u'(s). dTC/da is continuous in a, a two events: state first, the project was bad but (state of nature is not fired and reports was good which has a low nor This can be due in the first period. probability p (state (G,S)) to and second, the (BS,S)) which has a probability (l-p)(l-/*). Thus the updated probability that the is good at time after shareholders observe firing (S) 1 ^G ^ now G the auditor did not find any hard evidence so implicitly colluded with the (20) Let us exist that is neither too 5: Let us suppose that the auditor manager minimum must QED Proof of Proposition project ^ \s)} turn to the case expected to collude, where all firings = the auditor and a report G is given as -7T^7T— + (i-p)(i-m) p is fired. which auditors are In the equilibrium in are interpreted as due to auditor incompetence. Thus there are two possible events; the auditor was incompetent and the project was good (state (G,F)) which has a probability ep and the auditor was incompetent, the project was bad and the auditor did not find any hard evidence against independent - which has probability it (state (BS,F)) e(l-p)(l-/*). - remember Thus 7, Therefore, Pi and similarly p„ (22) two events are PiW' p+(l-p)(l-fi) \n (21) as long as there is that these is not affected at no hard evidence showing all i by whether the auditor that the project is bad, p Pn P+ilrvril-P) 30 is fired or not. we have Thus 5 which is project always greater than is As soon as such hard evidence becomes =0 available, p n and the QED abandoned. Proof of Proposition We p. 7: when only need to analyze the auditor's decision the state is bad. If the auditor announces a bad project, she will get an additional payment 0. If she conceals this evidence, she will keep on getting But also if R until she the project fails in her other duties. These rents are thus equivalent to unsuccessful is when it ends, she may have to pay the . fine, l-S(l-e) a which has probability (l-q b )7 every period (starting from this period since the project can end immediately after her favorable report). Thus the net benefit to implicit collusion g( 1 R (23) is -^)Y a l-S(l-e)"l-S(l-0)(l-M)(l-e) On the other hand, if she is truthful, she receives and obtain condition to the return to being truthful, 0, Proof of Proposition We need to compare as to avoid collusion, degree, TC 2 As . are exactly the cheapest way but also gets fired. total costs to shareholders under two scenarios: TC, and second, when they accept same and we just need to (23) compare costs B , =max { 0,— when they pay so that collusion will take place to on the case where (24) collusion will not take place is TC, positive. In this case, ^r good when state, costs in the the state of nature W is some good state bad. The -g(l -g)(l -/*)(! _ (1 a } {l-S(l-0)(l-/x)(l-€)} l-5(l-f) 0=0, first, so as to satisfy (II) as an equality, hence to avoid collusion is to set (25) compare QED (II). the auditor prefers to report truthfully in the (24) yields thus 8: (24) When We anyway is we can (see (13)), so concentrate equal to 0, thus -*))*-{! S(l -Q}0(1 -q b )ya {1 -8(1 -e)(l-n)(l -€)}{! -8(1 -e)} In contrast, if the shareholders set 0=0 and let implicit collusion take place, total cost is TC2 =L -(1 -fi)9{qy+(l -qb)ya) -fiL -5 J ( (26) -^C 1 -WftHl -**)*«> "Ml "M)(l -0)L.... TC2 -L The cost is that additional cost. With probability With probability is +{l - q ^a 1-5(1 -n)(l -9) l-S(l-M)(l-0) the liquidation value, L, future revenues. L -(1 -»)9™ ft not realized. From this we need to subtract expected n, there will be hard evidence and the project will end at no (1-jt), there will be no hard evidence and the project will not be stopped and with probability 6 the project will end 31 at the end of this period; with probability . qb the project will be successful and also with probability (l-qb)7, shareholders will receive compensation from the auditor because the project by the court. With probability to the next period TC, when unsuccessful and the auditor is (l-/x)(l-0) the project will not where the returns are discounted by (12) holds. found guilty be stopped nor end, thus and so on. 5, is TC 2 will we move be smaller than QED Proposition 11: Let the subjective the probability that the state is good be The value of p. continuing, V(p), is V(p)=9pqy+0(l-p)qp+(l-6)(l-p)tfL (27) gp + {(l-0)(l-p)(l-^) + (l-d)p6}5max{F( The project comes which explains the to an end with probability 8 and two terms. first If the state it is of nature auditor will discover hard evidence with probability receiving report in L next period. With probability BS and (1-jt), 1-5(1-6/) and this is av * believed to be good with probability p is bad and the project does not end, the p and the shareholders will abandon, the auditor will only discover soft evidence, get fired (a(BS,S)=BS) but also she will report her duties and the state J );L} + g(l-fl)p(l-0 ep+(l-p)(l-M) BS and get fired good (a(G,F)=BS). Thus updated probability when she will fails be equal to event will be observed with probability {(l-9)(l-p)(l-n)+(l-d)pe} €D+(l-p)(l-/i) After this event, shareholders will decide whether to continue or to liquidate which explains the fourth term. Finally, with probability (l-p)(l-e), this, which gives us the last the project will never be hence the final We indifferent term want is it is the good state and the auditor will report term. Note that as soon as the auditor reports that the state abandoned since in this equilibrium auditors the discounted value of a to find a value of p* which good if good, never conceal information, project. sets (27) equal to between abandoning and continuing. But is p=p* then, L so that shareholders are )<L V( , ep+(l-p)(l-^) and the project will be abandoned yielding L. Substituting {1-S(1-0)ML p ,= (28) If (14) is satisfied, — <p*, this thus after the (14) is not satisfied, after the first abandoning, project is bad, the auditors will keep getting fired and after and the project will be abandoned. QED 32 V(p)=L ^—} lUkH ep+(l-p)(l-/i) abandoned. If and solving first firing, the project will be P€ >p*, but if the eo+(l-p)(l-/i) a finite time pn will fall below p* References Acemoglu, D. (1993); "Credit Market Imperfections and MIT Working Control" the Separation of Ownership from Paper. Acemoglu D. and M. Gietzmann (1993); "Auditor Independence, Incomplete Contracts and Role of Legal Liability" the LSE mimeo. Antle, R. (1982); "The Auditor as an Economic Agent" Journal ofAccounting Research, 505-27. Antle, R. (1984); "Auditor Independence" Journal of Accounting Research, 1-20. Baron, D. and D. Besanko (1984); "Regulation, asymmetric information and auditing" Rand Of Economics, Journal W. Baumol, 447-470. (1959); Business Behavior, Value Besley, T. and J. McLaren and Growth Macmillan (1993); "Taxes and Bribery: The Role of Wage Incentives" Economic Journal Vol 103, 119-141. Calvo, G. and S. Wellisz (1979); "Supervision, Loss of Control and the Optimal Size of the Firm" Journal of Political Economy Vol 87 Cho, K. and D. Kreps (1987); "Signalling Games and Stable Equilibria" Quarterly Journal of I. Economics Vol 102, 179-222. Corzier, M. Cremer, J. (1964); Bureaucratic Phenomenon, University of Chicago Press. (1986); "Cooperation in Ongoing Organizations" Quarterly Journal of Economics Vol 101, 33-50. Dunn, J. Dalton, Demski, (1991); Auditing: Theory M. J. (1959); and Practice, Prentice Hall. Men Who Manage New York, John Wiley & Sons. and D. Sappington (1984); "Optimal Incentive Contracts with Multiple Agents" Journal of Economic Theory Vol 44, 156-167. Gouldner, A. (1961);"The Gormely, R. J. Norm (1981); The of Reciprocity" American Sociological Review, Vol 161. Law of Accountants and Auditors: Rights, Duties and Liabilities Warren, Gorham and Lamont, Boston. Felli, L. (1993); "Collusion in Incentives Contracts: Does Delegation Help?" Fershtman, C. and K. Judd (1987); "Equilibrium Incentives in LSE Mimeo. Oligopoly" American Economic Review 927-940. Fudenberg, D. and D. Levine (1989);"Reputation and Equilibrium Selection Patient Player" Econometrica Hart, O. and J. Moore Seniority of Claims" in Games with a Vol 57, 759-78. (1990); "A Theory of Corporate Financial Structure Based on the MIT Working Paper No. 560. Holmstrom, B. (1982);"Moral Hazard In Teams" Bell Journal of Economics Vol 33 13, 324-340. Holmstrom, B. and Katz, I. M. Milgrom (1990); "Regulating Trade Among Agents" Journal of and Theoretical Economics Vol Institutional Jewitt, P. 146, 85-105. (1992); "Auditing and Information Transmission" Paper presented at the LSE. L. (1991); "Game Playing Agents: Unobservable Contracts as Precommitment" Rand Journal of Economics, Vol 22, 307-329. Kofman, F. and J. Lawaree (1993a); "Collusion in Hierarchical Agency" Econometrica, 629- 656. Kofman, F. and J. Lawaree (1993b); "On the Optimality of Allowing Collusion" Kreps, D., P. Milgrom, J. MIT mimeo. Roberts and R. Wilson (1982); "Rational Cooperation in the Finitely Repeated Prisoner's Dilemma" Journal of Economic Theory Vol 27, 245-52. Laffont, J. J. (1990); "Analysis of Hidden Economics and Organization Vol Laffont, J. J. and J. Tirole (1993); 2, A Gaming in a Three Level Hierarchy: Journal of Law, 301-324. Theory of Incentives in Procurement and Regulation, MIT Press. Ma, C. A., J. Moore and S. Turnball (1988); "Stopping Agents From Cheating" Journal of Economic Theory Vol 46, 355-372. Mednick, R. (1986); "The Auditor's Role in Society" Journal Mookherjee, D. (1984); "Optimal Incentive Schemes with of Accountancy, Vol 74. Many Agents" Review of Economic Studies Vol 51, 433-446. Schandl, C. W. (1978); Theory of Auditing Scholars Book Co. Simunic, D. (1984); "Auditing, Consulting and Auditor Independence" Journal of Accounting Research, 679-702. Tirole, J. (1986); "Hierarchies and Bureaucracies: On the Role of Collusion in Organizations" Journal of Law, Economics and Organizations, Vol 2, 181-214. Tirole, J. (1990); "Collusion and the Theory of Organizations" in Economic Theory Volume 2 Cambridge University Vickers, J. J. J. Laffont Advances in Press. (1985); "Delegation and the Theory of the Firm" Economic Journal Conference Papers Vol 95. 138-147. Williamson, O. (1964); The Economics of Discretionary Behavior: Managerial Objectives in a Theory of the Firm Prentice Hall. Williamson, O. (1975); Markets and Hierarchies: Analysis and Antitrust Implications Free Press. 32^8 023 34 New York, MIT LIBRARIES 3 lOfiO 00fl5b?17 1 Date Due