Digitized by the Internet Archive in 2011 with funding from Boston Library Consortium Member Libraries http://www.archive.org/details/privatizationincOOIaff working paper department of economics ffiAPR 1 1991 } PRIVATIZATION AND INCENTIVES Jean-Jacques Laffont Jean Tirole Number 572 June 1990 massachusetts institute of technology 50 memorial drive Cambridge, mass. 02139 PRIVATIZATION AND INCENTIVES Jean-Jacques Laffont Jean Tirole Number 572 June 1990 fV > pR o 1 19*1 PRIVATIZATION AND INCENTIVES* by Jean-Jacques Laffont** and Jean Tirole*** June 1990 * Financial support from the National Science Foundation and the Center for Energy Policy Research at MIT is gratefully acknowledged. ** GREMAQ, Universite des Sciences Sociales de Toulouse, France. *** MIT, USA. 1 - INTRODUCTION. more public or private ownership Is ancient and central question likely to economics in has promote social velfare generated a ? This amount fair of conventional visdom on the benefits and costs of public production of goods and Hovever the arguments underlying services. delicate. The first goal of this the framevork of this conventional exploratory paper modern agency theory superficial as the conventional visdom recent research in agency theory recast some of these This ''. criticizes it may is to visdom are often and arguments in paper vill remain almost as vill only try to suggest that start offering clues for a more satisfactory analysis of comparative ownership structures. The second goal of this paper is to analyse a specific trade-off betveen a public enterprise and a private regulated firm. In order not the superiority of one ownership structure, intrinsic taste ve supervisors of public to and private different institutional arrangements and incentives. In our to model, the cost of public ovnership is a su boptimal in vestment bv the firm's managers in those assets that can be redeployed to serve social goals pursued bv ovners While such a reallocation of investment avay from . be ex post socially optimal, This expropriation exogenously presume trace differences in efficiency not differences of managers and enterprises, but rather to is less it profit t he public enhancing uses may constitutes an expropriation of the firm's investment. likely to take place under private ownership because the shareholders, like the managers, derive their monetary revards from high profits. The cost of private ow nership in our model is that the firm's managers must respond to tvo masters, the regulators and the shareholders Conflicts betveen the regulators and . the shareholders' goals have been perceived as a source of inefficiency in regulated industries. In our model, The multi-principal ve focus on the conflict over managerial incentive schemes. situation dilutes incentives, and yields lov-povered managerial incentive schemes and lov managerial rents. This conclusion fits vith very anecdotal evidence that US regulators complain about lov managerial incentives in public [Technically, the multi-principal distortion utilities. double marginalization on tvo complementary is very similar goods sold by to the classic non-cooperative monopolists.] In the remainder of the introduction structures, ve recall and criticize the ve develop a taxonomy of ovnership conventional visdom and ve recast the debate a framevork of residual rights of control. Section 2 sets up a model vhich in sections 3. 4 and 5. Final remarks are gathered in section 6. is in analyzed i) Public enterprise, private ret Dialed firm and unregulated firm. Government intervention in production gives rise a continuum of to governance structures. For eipositional convenience, we distinguish between two scopes of control government can obtain three stylized ownership patterns. The to exercice external and internal controls of the firm, or one of the two. or none. External control outsiders the control of all variables that link the firm vith is consumers (regulation of prices, quality, product : (regulation of entry, access pricing. Internal control process : is ...), competitors selection,...), taxpayers (cost auditing. ...). the control of the firm's inputs and cost minimization influence on managerial inputs through managerial incentive schemes, intervention in the decisions concerning employment, level, location and type of investments, borrowing, We etc... define a public enterprise as a firm whose assets are in majority by the government who therefore performs both internal and external private regulated firm, ownership belongs to the private sector rights over the firm's management. So the government contents control and the shareholders exercice internal control. subject to A who itself owned control. In has residual with external private unregulated firm franchised firm there (e.g. are other governance structures. the naval dockyards in the U.K.), the and delegates operational tasks to For instance, government owns in Renault in France) whose market may be the private sector. Futhermore each of the above is relatively unregulated and in for instance the discretion. Last, which internal and the shareholders fluctuates across industries and US supreme court has moved toward allowing more agency one may argue that there is no such thing as a "private unregulated firm". Most private firms are subject to antitrust laws, subsidies and other government decisions. thought off as a firm not subject rules. (e.g. as important as external control. In the regulated sector, the division of residual rights between agencies ; a the assets governance stuctures admits several variants. There exist public enterprises over time is neither external nor internal control by the government. Clearly control a to and are affected by tariffs, A "private unregulated firm" must thus "personalized regulation", but only to be general Another difficulty vith such a simplistic Uxonomy nature of ovnership. After all government can change the distribution of control. For instance legal the lav ind affect the common during vars it is relaxes to the governments for to intervene in the business of private firms. Because governments may change the distribution of control, the relevant governance structure does not depend only on the formal allocation of residual rights of control, but also on the socio-political conditions that determine the government's cost of breaching contracts, altering ovnership structures and interfering vith private property. For instance, in a country in the cost for the government of taking private property and assume that, ovnership small, public From nov litely to be the only efficient or viable structure. issue is on, ve vhich is ignore this viil because of strong legal institutions and a high political cost of altering ovnership structures, the government is able to abide by its contracts and to respect the ovnership structures once these have been determined. ii) Conventional visdom shout privatizations While ve viil occasionally mention interesting comparison for that betveen public many private unregulated firms, the instances of privatization in capitalist economies enterprises and private regulated firms, henceforth is called "regulated firms". The conventional visdom (CF) has noted some analogies betveen a private firm and a public enterprise. Both face agency problems associated vith the separation of ovnership and control. Both have some sort of board of directors dispersed ovnership. Boards of directors are fcnovn the firm either because they receive too because they collude vith its little managers to meant to represent exert insufficient control over relevant information from the firm or (see Stigler (1971) for a discussion of a regulatory capture vhich although cast in a regulatory framevork is relevant for a public enterprise and Mace (1971) for similar complaints about the control of private firms by their board of directors). Last, in both cases, takeovers (in the private sector, elections or administrative upheaval in the public sector) are mechanisms for controlling the firm and its The conventional visdom has ovnership to be imperfect board of directors. identified the folloving costs of public (a "minus" indexes a cost, a "plus" a benefit). C¥l~ enterprise knovn ( absence of capital market monitoring ). "The managers of a public may mismanage its assets. First they invest too little as they are not given the and stocks opUons that vould encourage them slocks take to a long-term perspective Stock market prices contain information about the firm's future prospects and thus about the managers's long-term decisions. By retiring the firm's stock, a public enterprise deprives itself of a measure of managerial performance and reduces managerial incentives. Second, a public enterprise managers are therefore The first less not subject concerned about losing their argument in government may. and sometimes nationalizing. is CV1~ is to A further argument is needed its jobs." not as straightforward as does, retire takeovers and it seems. First the only a fraction of the firm's stocks vhen to explain firm (in vhich the government vould hold 51 % vhy the stock price in a miied of the shares, say) vould be less informative about managerial performance at that of the same, private firm. Second, economists have never demonstrated that the stock market even the most efficient instrument The to First, little in vhich. for legal or other reasons, takeovers (soft argument clearer, is managers of public enterprises are takeovers occur. Second, this argument has CV2" the only instrument, or obtain outside information about a firm's health. absence-of- financial-takeovers conclusive either. is and isn't political relevance in countries or in periods have played a minor budget constraint ) "A public enterprise discipline of the bankruptcy fired but is role. not subject process because the government alvays bails it to the out in case of difficulty. This reduces managerial incentives". One difficulty vith CV2" is that public enterprises may (although one vould expect that this vould occur less frequently than private.) Another difficulty, difficulty is that regulators do bail out if be shut dovn the firm vere private regulated firms in by raising alloved prices for instance. Thus CW2" does not distinguish clearly betveen a public enterprise and a regulated firm. C¥3" (expropriation of investements) "Managers of public enterprises refrain from investing because once investments are sunk the government these investments for purposes they investments may vere not intended to serve. may use Hence managerial be expropriated." The argument in CW3~ is appealing in situations in vhich managerial incentive contracts arc incomplete so that the government's residual rights of control over the firm may help it to ex post expropriate the managers's investments. Hovever. is it stands, it fails to distinguish between public and private ownership. ¥hy wouldn't the shareholders of & private firm expropriate managerial investments in similar situation ? CW-T The (lack of precise objectives) multiplicity, fuzziness and changing character of government objectives exarcerbates the problem of managerial control in public enterprises." CW4" also fails to distinguish goals that are complex among ownership and vary over time vill structures. Governments' also affect the behavior of regulated firms. CWV groups to (lobbying : "Governments are subject direct the behavior of public enterprises to to the pressure of interest enhance the velfare of these groups." An governments obvious objection to to CV5" is that interest groups successfully lobby control regulated firms to their benefit, as veil. The main argument concerning the benefits of public ownership CW1* (social velfare) ; "Nationalizations give governments the achieve social goals that include, but are not confined Vhile this argument is is veil-taken, it to : means to profit maximization." does not explain vhy the government could not achieve the same social goals in a regulatory framevork. CY2* (centralized control) "By letting the government be responsible for both internal and external control, a nationalization prevents conflicts of objectives of the firm's regulators and ovners." While CW2* suggests a potential inefficiency associated vith the multimasters feature of private regulated firms, inefficiency. it remains vague about the nature of the iii) Residual rights considerations. The previous section has discussed some difficulties vith the conventional visdom. This section hardly scratches the superficies of the ownership puzzle but tries to point at vays to look at the issues. As emphasized by Williamson (1985) and Grossman and Hart (1986), the ovnership structure does not matter vritten firms, ; therefore, if ve must point ve at are to if complete contracts can be distinguish betveen public enterprises and regulated some contract incompleteness. Our goal is to examine vhere in the logic of the arguments incompleteness arises. Ve argue in turn that the ownership structure matters imply further distinctions. First, in tvo basic respects, vhich (even partial) public ovnership reduces the acquisition of (non contractable) information about the firm's manaiers's activity bv outsiders, namely stock market participants Second, public and private ovnershios . imply ovners vith different objectives and therefore different behaviors in case of contract in completeness. a) Acquisition of infor mation about managerial activity. The separation of ovnership and control creates a problem of managerial One of the crucial roles of a stock market is to discipline. give managers incentives beyond those provided by revard schemes based on accounting data. First, stock market participants , including investment bankers, lured by the prospect of speculative gains, analyze the firm's health and, to the extent that their knovledge level is at least partly reflected in the stock price, convey information about the and quality of managerial investments. Stocks and stock options accordingly induce managers to invest. value of the firm disappears this respect, The information conveyed by vhen the stock is the stock price about the retired, as in the case of public firm. In pure public firms have a hard time disciplining their managers. Hovever, ve mentioned above that the government could take control only of a majority of shares and have an active stock market for the remaining shares, the information value of 20 % of the shares, say, is a priori the same as that of 100 % of the shares. This might suggest that managerial incentives are unaffected vhen the government takes control, but does not retire the entire stock. Holmstrom and Tirole (1989a) hovever argue that the ovnership structure matters because market Liquidity market participants have lov incentives to is affected. Stock acquire information in the illiquid market created by high government stakes. The stock price is then a very garbled measure of managerial performance. A limitation of the that a stock market is HolmstrOm-Tirole analysis is that an (approximately) optimal institution it to takes for granted induce outsiders to acquire information about the firm's prospects. No such proposition has ever been proved, although the pervasiveness of the institution suggests that alternatives are hard come to by. Because the information held by outsiders (verifiable in the language of information economics), given it is often not contractable is likely that incentives outsiders must be (positively or negatively) correlated vith the firm's future to performance, as vay an incentive compatible for outsiders to "prove" that they have acquired relevant (favorable or unfavorable) information about the firm. This exactly vhat speculation disconnecting in the stock and shareholding market does. Hovever, property For rights. one could think about instance, absent legal The constraints, a pure public enterprise could issue shares vith non-voting rights. speculator could supply useful information about the firm by buying and selling still such shares vhile leaving ownership to to the government. Therefore the puzzle seems find an explanation for the cost of depriving shares of their voting rights. little to offer on this issue beyond tempted to is Ve have some superficial remarks. The government may be expropriate shareholders vith non-voting shares (as veil as minority shareholders vith voting rights). Expropriation, which may take the form of sales of the firm's assets or products at artificially lov prices favored by the government, use of may firms or interest groups to entail deadweight losses (e.g., result in suboptimal the assets or excessive consumption of the products). Second, value of the shares and thus the incentives for speculators (think of the extreme case in vhich everything consequences similar to those of a reduction in Second, stock market participants is reduces the search for information expropriated) market may to it ; in this respect it has liquidity. intervene in management through a proxy fight or a takeover. Such interventions disappear under (pure or partial) public ovnership.To be certain, there are also political takeovers. Ministry personnel changes, or, more drastically, the entire takeovers hovever have tvo drawbacks. change of ministry officers or of administration may change. Political they tend to be "global" in that the an entire administration is triggered by a vhole set First, of regulatory issues, and not by the regulation of a particular public enterprise contrast, a financial takeover focuses servants may not alv ays have on a specific, enough incentives to mismanaged firm. Second, ; in civil invest in acquiring information mismanagement or potential synergies while corporate about raiders have financial incentives. b) Owner's objectives, A government naturally has other objectives than prevent monopoly pricing ; control quality reduce negative externalities ; and employment sectoral policies, national independence, investment etc... The problem with many government objectives hard to contract upon. It may be costly for instance to the may change between objectives power to : encourage ; in recessions, that, unlike profit, they are is describe the state contingent shadow price of employment in a contract with the firm. among profit maximization Also, because the weights successive administrations legal [imitations on commit must be introduced (this concern does not arise in a private firm, vhose objective-value maximization-stays the same over time). This may explain why it is often felt that regulators have fuzzy and time-varying objectives (CV3). This observation per se does not shed light on the privatization issue, as pertains difference the both to is and regulation. Where ownership mares a public ownership when contingencies occur that are not covered by the contract between government and the firm. Residual rights of control determine who can the assets in such contingencies. it dispose of One should thus not expect the same response under public and private ownership. First, a benefit from public ownership (CT1*) impose socially desirable adjustments to is that the government can the firm in unforeseen contingencies while it must bargain with a private firm. ^ may Second, public ownership invesments (see the model in Section non 2). lead to an expropriation of managerial Suppose that the manager invests today in verifiable capital that permits cost reduction and profit enhacement tomorrow. Tomorrow, the government may reallocate this which if such a reallocation to invest and leads the optimal, it manager is not rewarded. Even reduces the managers' incentive private ownership (in it The to an alternative use for to is ex post socially a situation in which which managers are induced by incentive schemes and which shareholders have no reason even though investment makes the socially ex post intervene wrong case against public government does not maximize to to reduce profit) use of assets ei post (this enterprise may social welfare. As is is is in superior CW3"). be even stronger when the well-known, government decision- mating may be captured by interest groups. government's pover associated ilh An example is to may a nationalization in a non-benevolent (CWO. thus reduce eLfare governments on public enterprises the frequent pressure of military sector not The increase in the compete vith private firms on civilian markets, even public enterprises have idle capacity and the machinery and the if expertise to produce the civilian goods. Last, the may explain vhy divergence of objectives betveen government and shareholders the US public utilities' their managers' incentive schemes. government and the shareholders A to shareholders have the right of control over possible explanation is agree contractually on the incentive schemes and that a government vhich has to yet another variant on make the details of managerial to properly maintain the theme that expropriation might occur offer than this conjecture, and 2 - difficult for the the profit maximizing investment decisions (this shareholders leave residual rights of control to it is residual rights of control over managerial incentive schemes might not induce managers shareholders' assets and that to the government). much more vork We have is private if more little vill be required to explain the fact. THE MODEL A government rants to realize an indivisible project -with social value S. A single firm can realize this project at cost C-p-e (2.1) vhere P knovn F(.) € to [jl fJ] , parameterizes the firm's efficiency, and e over P vith a ( \ strictly positive density. —— — dp d F(P) ftp) Ye make the usual monotone hazard rate ^ to > avoid bunching in optimal schemes. incentive J Managerial effort creates a > disutility *P(e) in monetary units vith T > 0, is X H" > 0, 0. Moreover, managers can commit some non monetary investment, T I is the firm's managers only. Other parties have prior cumulative distribution assumption T" managerial effort. P is a non monetary cost for managers (vhich is to (I » 0) yields no benefit. If the investment is alternative uses. Its € (0,1). be added to ¥(e)). Not investing made (I » I), it has one of two "internal use" yields private (non monetary) benefit D > I to the 10 firm's insiders (the benefit D' D > managers) and outsiders to and to outsiders. to insiders. place during the single period of the model. 'external use" yields private Its Investment and accrual of benefit take The benefit, like the investment, contractable (not verifiable) and therefore cannot be sold. Let Last, the firm's outsiders to a. A D - not I. bring a level of cost reductions or synergies equal (For notational simplicity, ire do not include a in the cost function.) more on is Ye Till say this shortly. Tvo ownership structures vill be considered Public ownership : : The government ovns the firm and gives incentive scheme based on the realization of cost, the firm's managers an to Making t(C). convention that costs are paid by the government the managers' U Because - t - investment and the government cannot commit not to the accounting utility level is ¥(e). benefit its are not expropriate managers in order the contractable, to maximize ex post public use of the investment^. Anticipating this behavior, the managers do not invest. Let us give simple examples of such behavior. firm Till be reluctant or machines if to invest in facilities they knoT that access population by the governement. return on a nev to The managers of a government-ovned (e.g., cafeteria, theater or holiday resort) those Till be later granted to the general More importantly, the government may reduce plant by forcing to keep excess labor in bad states of demand or may domestically produced inputs. In all these examples, the government's action post optimal but represents Ye an expropriation of the firm's investment. to the buy be ex let Bp denote the social value of the cost reductions or synergies coming from the firm's outsiders (ministry, board of directors, intervenors,...). Bp is the cost reduction, evaluated at There X (1 X) is the shadov cost of public funds, valued X)a* of the minus the agency cost (also per dollar spent) of inducing cost reduction a* from the bureaucratic system. [Bp is difference]. For our purpose, of course taken at the value a* it is that maximizes this useful to preserve generality by not specifying the process of monitoring of public enterprises by outsiders. Aceordingly, the objective function of an utilitarian government (2.2) here (t Y - S - (1 C) is total regulatory cost. X) (t C) B p *U, is Regulated private firm regulates Lhe firm''. firm price p it Ve assume : Suppose nor that the government privatizes and government regulates the public. Second, the to government the following timing. First, the relevant project, and the shareholders offer an incentive scheme tax rate T can be determined in either stage on the first stage. the managers. to ve assume to chosen it is a regulaory to governemnt could commit to a regulatory at the privatization stage, it could sell the social surplus associated ovners' decisions The reflects the idea that privatizations are long-term decisions effects cover several periods. If the scheme the firm for the The assumption that the government does not commit scheme vhen privatizing hose ; for concreteness, sells the them and multi-principal Tith the conflicts vould not arise. Privatization vould alvays be optimal. In a regulated firm, private shareholders select managerial incentive schemes. Shareholders are taxed at rate T vhich is endogenous by the stockholders. The denote the managers' revard (including perks) provided firm realizes the project and receives Let Bt (t) its income from the government. denote the social value of cost reductions or synergies brought Ve assume about by the firm's outsiders (board of directors, stock market). decreasing that strictly ; is, benefits the firm. (Example higher taxes reduce incentives : to (1 - l)a - elsevhere for Ve (t) Bj (T). Bjj (T) - a » 1, that B,(.) is information that disutility of effort a*(i) so as to mcTimira g(a). In this eiample. B,(t) - (1 - T) a*(x) - g(a*(T)) alvays strictly decreasing in the neigborhood of T Bj to collect suppose a single shareholder incurs reduce the firm's cost by a. He viil choose a g(a) v the model. Let to and (1 XH strictly is a*(x) is decreasing sufficiently small). vill use the decomposition of B, (T) into the stockholders' private gain and the social value of additional taxes obtained from this cost reducing activity (In the above example, B. (T) - (1 - (1 XYt a - t) a*(x) - g(a*(l)) and # (t).) Ve assume that the government observes only cost C. but not v. This assumption makes particular sense in a multiproduct firm in vhich the government observes only the cost of the product line it is interested in and is unable to measure various components (including perks) of managerial compensation that enter the firm's global accounting. objective function is The government makes a transfer again the sum of surpluses in society. to the firm ziC) and its 12 ¥ (2.3) vhercU v - - - S - (1 ?(e) Note that, • X) (z C - T(z - )) B,(t) U • (1- t) (z ) - Xp . A. 6 > nov reap net private benefits A. no incentive the shareholders have knoving benefits of the investment to outsiders and, ¥e assume * ' that the this the reallocate to the managers invest and '. government and the shareholders mate simultaneous contract offers. The government offers ziC) to the firm and the shareholders offer v(C) to the managers. The managers produce only if they accept both offers. ovnership Clearly, the advantage of private is to commitment of non expropriation of managerial investments. The the multiprincipal structure of regulation and the inability of the male the credible cost Till come from government to fully tax stockholders^ profits. Before studying optimal regulation under the different ovnership structures let us determine the optimal allocation of ressources under complete information marginal transfer : the investment should be disutility of effort to made and should equate its allocated ex post to outsiders. marginal managers should saturate their IR utility, i.e. "r"(e constraint. If S is large # ) - 1 The and the enough the project should aivays be realized. 3 - OPTIMAL REGULATIOM WITH PUBLIC 0¥ FEES HIP Under public ovnership the managers do not invest. The manager's level utility is (3.1) U - t - ¥(e) - t - Incentive compatibility requires (3.2) vhere P^ is (3.3) u(p) the largest value of P for - - - *(P : v ?-(«<p)) vhich the C(p) > Using (32). the IR constraint. (u(P) > V project P V « p C). is p € [a, p;] undertaken, and [{L Pr*] € [fL P*] ) can be rewritten. u(p;> (3.4) An utilitarian (3-3) (3.4). expected social government maximizes, under the elftr», (3.5) under public ownership 1 is : IC and [R contraints (32) i.t V S f Proposition > 0. X)(p (1 - (Laffont-Tirole (19S6)) given by e(p) : *(e(P)) ) * - XU(P)] dF(p) The optimal regulatory outcome : (3.6) T'(e p (P)) (3-7) U(p) - "i-TTY^^'U^) T"(e p (P)) dP f (3.S) ^-(1 either S or P* X) [(p; - e^P,*)) <F(e,(p;))] - f. (37) defines the rent of asymmetric information captured by efficiency p. (36) describes the optimal distortion from efficiency t firm vith to mitigate the rent of asymmetric information. (3.8) defines the cut-off point P*. From Laffont-Tirole (19S6), ve tnov implemented by a menu of linear contracts defined by KC.C) here C is - : b(C) (C a(C°) mechanism can be that the optimal - C) the announced cost and C the realized cost. b(C°) defines the sharing of overruns and is equal to T'(e p (&)). For p selects a filed price contract efficient types - ^ F(g.) • and and has the right incentive have part of their cost, 1 - Y '(e p (g.)) to - minimize 1 ; type cost. ft. Less ¥'(e*(p)), reimbursed by the regulator TT and consequently exert a socially suboptimal enables efficiency regulator the effort. decrease to Thb the distorsion in illocilive costly rent of asymmetric information. 4 - OPTIMAL REGULATIOM OF A PRIVATE FIRM We assume that the government and the shareholders simultaneously offer incentive schemes z(C) and r(C) monetary revard to managers. The scheme managers offered by the government and H.) to required by shareholders. Alternatively one can think of shareholders vho (.) offer K.) « z(.) - of the private firm z(.) as is a a rental contract being offered managers. We look for a to z(.) is to the diffe re n Liable Nash equilibrium in these contracts.^' Taxing subject We to z(.) as given, the shareholders maximize their expected the managers'incentive compatibility and individual rationality constraints. ailov the shareholders not vant profit to to offer incentive schemes such that some high produce. Let $1 denote the "cut-off type", i.e. the type vho is (3 types do indifTerent betveen producing and not producing. Managers receive v(C) as veil as the benefit of their investment. A, incur a disutility ^(e). Their utility level U(p) (4.1) - and is: A- v(c(p)) From the point of viev of the managers <F(e(P)). v(.) plays the same role as U.) in Section 3 and therefore, incentive compatibility and individual rationality constraints are as in Section (using v(c(p)) 3- Accordingly, the shareholders' U(0) - A ?(e(P))) optimization program is : K Max (1 - T) f[z(p - e(p)) - U(p) {•(>*;} s.t (4.3) (J(p) - - r(e(p)) A - f(e(p))] dF(p) Bjj (t) U(P K*) (4.4) The first - 0. order conditions of this program ire (see appendix l"(e.(P)) (4.3) -z(P - - MP>) " J^ 1 ) : *"(e.(p)) r(c{^)) (4.6) either[z(p;-e,(p;))*A-«F(e,(p;))]*^-f(p;)-F(p;) orP,* - - P Note thai (4.3) differs from the formula (3.6) obtained in the case of public ownership (•which is in tvo vays. First, a unit reduction in cost is vhat the firm receives from the government) of the cost of transfers to the cost of real expenditures valued (-z*) instead of is equal 1. to by shareholders Second the ratio 1 for the profit X for the velfare maximizing government. maximizing shareholders instead of 1 The government chooses z(.) X to maximize expected social velfare subject to the managers' incentive compatibility and individual rationality constraints, taxing K.) as given. Ex post social welfare is: (4.7)S-(l«X)(p-e(P)*z(p-e(p))-Xr(p-e(p)))*U(p)*(M)r(p-e(p))*Bt (T)^p -S-(l*X.)(p-«(p)*'P(e(p))-A)-XU(p)-X(l-T)r(p-e(p))*Bt (T)*Xp Hence, ve have the following government's optimization program (4.8) MaxrS-(l^)(p-e^(e(p))-A)-XU(P)-X(l-l)r(p-e(p))p-e(p) MTWpldHp) {eo.pr} s.t. : 10 - (4.9) tl(p) (4.10) U(p,"*) The first ¥'(e(p)) - - order conditions of this program are (see appendii r(e„(P)) (4.11) - — 1 (1-T) (4.12) either {s-(l*X)(pr-e„(P t**)) r(p-e„(P)) - - 1 ) — j^ ¥"(e B <p)). A* f(e t (p;*)) v -X(l-T)r(pr-e R (pD)*Bf (T)*Xp} np; # ) # -xF(p; orpr From r(e„(p;*)) ) = o - p. the managers' first order incentive compatibility condition r(p-e(p)) -z(p-e(p)) (4.13) Multiplying (4.3) by—r adding (1-T), » ve have : r(o(p)). to (4.11) and using (4.13) yields : 1«A (4.14) r(e,(p)) - In equilibrium (4.15) An 1-^- P^ - (2-t) P»**. From r(p-e,(P))-z(p-e,(p)) interesting observation at the cut-off type p»V (The ^ - is r-(e t (p)). (4.13) and Jf'(e ,(£)) (l-i,#))dP that the shareholders managers have no rent case of a public enterprise). (4.4) The reason is obvious vho brings them no rent of better types by doing ' From (4.11) ve obtain : make a A-*(e t (p;)). positive profit at the cut-off type, just liie in the nothing from shutting off a type so. * : the shareholders vould lose problem, and vould reduce the p; (l-X) (4.16) r(p-e,<P)) X(l-T) (l-e t (P))dP .r(p;-e t (p;)). From and using (4.3) and ve (4.12) ve determine, (4.4) From (4.6) # obtain the constants r(p«-e,(p t )) and z(p,*-e,(p,")) PR . ve obuin »; (4.17) *'(e»<P>) z(p-e,(P)) •5|| , !'"(e I (P))|(l-i r <P))dP r *2(p;-e«(pD). Next ve must ask whether the second-order conditions for the agent and the tro principals are sufficient. The second-order condition for the agent t - 1-e > 0. But (4.14) implies that efTort is decreasing vith type is under our assumptions -X F d (2-T) !*, T f Y"-^" dp — * T F (2-t) 7 T' < Hence the agent's global second-order condition Before turning of independent to interest concerning ?" r" l-e (2-T) ux (4.19) and 2' is satisfied. the principals' second-order conditions, Differentiating (4.5), (4.13) and (4.14) yields (4.1S) 0. 1—7 (2-T) the : curvature of ve derive results re-rard functions. IS X f" (4.20) 2" - - r" - - —r (2-T) r"> 0. l.Jt That is, the net revard of the agent. Tirole [19861. In the single-principal the government, t(.), is equal to v(.) (i.e., and is therefore replace his revard scheme by a concave in cost if X < l/(l-T), v(.), is cost as in Laffont- public ovnership) case, the transfer from therefore convex in cost menu ; the regulator can of linear contracts. In contrast, z(.) is and the regulator cannot use a menu of linear contracts, and the shareholders' revard function, -K.), is convei in cost Hovever, imply that they can replace their revard scheme, The regulator might vant convex in -r(.), by a change his ovn scheme to this does not menu of linear contracts. take advantage of the to sharehoders' linear sharing of cost by inducing large cost padding by the managers. Ve can the Hamiltonian in there exists X 9 concave in Last turn to the principals" second-order conditions. First, program (4.2) is such that X > effort. -t i convave in effort. Second, ve determine the optimal tax rate T. X < 1/(1-1), can be shovn that it implies that the Hamiltonian in The second-order conditions are then if program (4.8) is satisfied. Using p - E [(l-t)r(p-e(p)) J P ex ante social velfare is E[s-(l-X)(p-e* ,P(e)-A) - Xu] B,(T). 9 vhere e depends on X as shovn in equations (4.14) and (4.12). For our purpose, suffices to note that the tax rate that maximizes ex ante social velfare than equal 1. The derivative of the to at T-l shareholders first term in ex ante by the envelope theorem (from X(M)r and social velfare (4.12) the distortion of effort due vhenT-1). Ve nov summarize our main conclusions. and to is stricly vith respect (4.14), it lover to X is the ex post loss to multiple principals vanish Proposition 2 : The necessary conditions for the optimal regulatory outcome under private ownership sufficient cost. if given by equations X 4 min (X . (4.12). (4.14), (4.16) to the firm (4.17). These conditions are is concave in . There Consider the folloving schemes convex In non in vhich z differentiable equilibria. : I (4.21) also exist is cost. Non differentiable equilibria We have focused on the equilibrium r are differentiate functions of C. zZ if 2(C) - r(C) otherwise oo r if c£ = - oo otherwise The agent accepts those schemes better than this simple cost target satisfy and The managers' net revard function 1/(1-1)}. The government's net transfer . and is scheme ? iff t-l > ¥(£-£). Can a principal do For this not to be the case, f and Z must : (4.22) f - arg max ¥" l (Z (f(C - r))r} and t«Y~ (4.23) I arg max l (z-r) f[s-(i*Ji) (c~ y(P-C)-a) -x[z-r-f(p-C)] z JUl-T)f From (4.23), since transfers society of these transfers rationality) z is is Xp]ftp) dp} (T) the firm are socially costly (the cost for to T<1 and z>r from X(z- ir) vith bounded above, say by z* Br . Therefore, r is also the agent's individual bounded above by z* zu The existence and f(.) of Lhe pooling equilibrium bounded belov by a positive number. The function defined concave in rand maps from [¥ (fi.-C).z*l into I The function defined in [0,z 10, 3 # ] z*] - guaranteed is [¥($_-£). z*l into (-423) 10, z*] concave in ¥e can apply Brouver's theorem . ) in (4 22) is concave is strictly and mans r from z in the compact space x [¥($.-£). z*l to obtain the existence of a solution. COMPARISON OF OTNERSHIP STRUCTURES The main result is that effort lover in the regulated private firm is than in the public firm, as one can check by differentiating and F( . strictly is if (4.14) vith respect to t Proposition 3 : The e t (p) < e p (p) for any p€ (jLP'I. intuition for the result is straightforvard. As the existence of shareholders and the fact that the tax rate program is less (4.8) than 100 shovs, % (to preserve incentives for information acquisition), create an additional ex post rent. iz e therefore more costly It the same effort level as in the public firm and the to elicit regulator settles for a lover level of effort. For S large enough, P*-PiT- P (|J-e«(|J)) r r v(p -e,(p )J - ¥ r (e t (p )) - A : furthermore, from(4.1) but the decomposition of betveenz((P-e»(|J)) and (minus) r^ff-e,^)) is arbitrary at the Nash equilibrium as long as the left-hand sides in (4.6) and (4.12) are non-negative. For lover levels of S. (5.1) S-(l*X)(p; - differs P»* e,(p,*) + from P and is (uniquely) defined by ¥ (e,(p;>)) (l-X)A Xp : B,(X) F(B*) -X(2-T)-^-r(e,(p;)) ftp, # In this case, z((P,*) - - Bid) ) e»(P, )) and r((P»*) - e,(P,*)) are uniquely defined by (4.6) and (4.12). That the principals* transfers are either determinate or defined up to a constant should not surprise the reader familiar with the theory of public goods. la cue the of a corner responsible for mating sure thai type fJ solution (£,* - (J), both principals produces, and reducing the transfer to are the agent by one principal and increasing the one by the other principal by an equal amount preserves equilibrium to produce. There more is is as long as the second principal strictly prefers type therefore a range of possible transfers efficient types) for each principal. off point P^, type (J (and therefore to The transfer received by the agent hovever determinate. In the case of an interior solution transfer that a principal must pay for P« to (J to ((}» < fj), an increase produce vould lead him andvould induce the other principal to to in the reduce his cut- raise his cut-off point, thereby destroying equilibrium. The costs and benefits of regulation in this model can be •summarized as follows: 1. Incentives 2. A to reduce cost are lover in a regulated firm regulated firm's managers invest more because they are more lirely to derive private benefits from invesment 3- Last, public and private ownerships differ in their incentives for outsiders collect information about cost reduction or synergies. Ve left the values to of information B p and B»(T*) general. Opening the black boxes of public and private monitoring of firms scope of this paper. is an important item on the research agenda, but is outside the ->-> APPENDIX 1 Proof of(4.6) The Hamiltonian of program (42) - H(P) From (M) [z(p e(p)) - the Pontryagin principle - A U(P) ve have - the Hamiltonian vith respect (1-T) [- that is to (z(p - e(p))) - fl(p)?'(e(p)) HP) |l(P) - (1-T) F(P). Maiimization of gives T(e(P))l - a consUnt ¥(e(p))]f(p) O.veget - p.(|J.) to e(.) to : [i(p) - (1-T) Using the transversality condition up is, ftp) - (1-T) F(p) r'(e(P)) - say, (4.0. Proof of (4.11) The Hamiltonian of program H - {s-(l*X)(p - e(p)) (4.S) is, ^(p)) up to A - - a constant XU(p) - X(l-T)r(p - e(p))} ftp) |L(p)r(e(p)) - |i(p) - - }t(BJ - dH — - « jj Xftp) |L(p) - => (UX) (r(e(p)) - - l) XF(p) it(l-T)r'(p de - or *-(e(p)) XF(p)r(e(p)) . 1 ^ (1-T) - e(p))J ftp) - r(p - e(p)) - ± ^2 T ^) -FoonorES See Sappington-Stigiitz (1987). 1) Rionkn interesting discussions of the theoretical issues related to for privatization. In a recent case in point, regulators in Syracuse tried 2) Yarrov (1983) (1988). Vickers and to force a utility to raise managerial incentives. In 3) particular if bargaining under asymmetric information, place takes inefficiencies vill typically result, as pointed out in Milgrom-Rpberts (1987) and Holmstrom-Tirole (1989b). Here the investment yields higher benefits A) than if controlled by shareholders, because expropriated by the government is it controlled by the government if under public ownership. One can think of cases in vhich the incentives invest are to higher under government ownership than under private ovnerhsip. This vould occur for instance if socially conscious managers vere be redirected by the shareholders profits. The case avay from to make investment that vould their original purpose ve consider seems hovever more to many situations. realistic in One could consider the converse experiment in vhich the firm 3) private and nationalized by the government. is Note that in equilibrium p 6) - E(l-T) (z - The analysis is v) Hovever . enhance, is initially unchanged. it is important to treat it P as a sunk revenue for the government That today, the 7) government does not is, by changing affect the price that the public paid for the shares. to reallocate or not. It seems reasonable favor their managers, vhich they vould strictly prefer investment had any direct or indirect monetary value costs regulatory process Under our assumption, the stockholders are actually indifferent betveen ordering the managers 8) its By assuming A to if ve made the internal use of the ve completely this section clearly the assumption that the assume that they the firm. be exogenous and not monetary and the benefits of privatization. As vould obtain to if to separate the shovs the same model government cannot commit not to expropriate managers vhereas stockholders can. Therefore a political theory of differences in commitment theory ve relied upon here. abilities could be substituted to the incomplete contract 9) In independent vork. Stole (1990) offers a general analysis of design under common agency, and shovs hov mechanism the lack of coordination betveen principals aggravates or alleviates allocative inefficiences depending on whether the principals' screening variables are complements (as is the case here) or substitutes in the agent's utility function. 10) This is the same above his marginal cost. argument as that shoving that a monopolist charges a price REFERENCES GROSSMAN. S and HART 0. ( 1986). The Costs Lateral and Vertical Integration". H0LMSTR0M. B and J. and Benefits of Ownership : A Theory of Journal ofPolitical Economy 'H, 691-719. TIROLE (1989a). "Corporate Control and the Monitoring Role of the Stock Market". Mimeo. Yale and MIT. HOLMSTR0M B and J. TIROLE (1989b). Industrial Organization. Vol. Amsterdam LAFFONT. J.J. : and J. edited by R. chapter in Handbook of Schmalensee and R. W'illig. Elsevier. J. TIROLE (1986). "Using Cost Observation ofPolitical Economy, MILGROM, and 1. 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