Digitized by the Internet Archive in 2011 with funding from Boston Library Consortium IVIember Libraries http://www.archive.org/details/privatizationmanOOschm l^^iY HB31 .M415 working paper department of economics PRIVATIZATION AND MANAGEMENT INCENTIVES IN THE TRANSITION PERIOD IN EASTERN EUROPE Klaus M. Schmidt Monika Schnitzer No. 92-17 Nov. 1992 massachusetts institute of technology 50 memorial drive Cambridge, mass. 02139 M.I.T. LI^IAR^ PRIVATIZATION AND MANAGEMENT INCENTIVES IN THE TRANSITION PERIOD IN EASTERN EUROPE Klaus M. Schmidt Monika Schnitzer No. 92-17 Nov. 1992 ^AR_3 1 1993 I Privatization and in the Transition Management Incentives Period in Eastern Europe* Klaus M. Schmidt Massachusetts Institute of Technology and Bonn University Monika Schnitzer Massachusetts Institute of Technology and Bonn University First version: June 1992 This version: November 1992 Abstract: The paper develops a simple theoretical framework in which the impact of different governance structures on management incentives, the efficiency of restructuring, and the social costs of the adjustment process in the transition period in Eastern Europe can be analyzed. The model shows that immediate privatization leads to strong management incentives to restructure but also to high social costs of bankruptcies and layoffs. If the government stays in control social costs will be lower. However, in this case "soft budget constraint" and have less incentives to restructure. suggests which companies should be privatized Keywords: Privatization, managers face a The model also first. Economic Reform in Eastern Europe, Principal- Agent Theory. *This paper was prepared for the "Conference on the Structure and Behavior of Economic Organizations: Comparative Theoretical and Empirical Perspectives", held at the University of Minnesota September 1-3, 1992. We would like to thank Avner Ben-Ner, Olivier Blanchard, Josef Brada, Stanley Fischer, Oliver Hart, Gustav Horn, and Egon Neuberger for helpful comments and discussions. Introduction 1. Privatization is probably the most important and the most element in the trans- difficult formation process of the economies in Eastern Europe. Although considerable progress has been made in privatizing small and medium sized firms, the bulk of large industrial enterprises is still owned and owned by the state. Companies comparable controlled within a complex system of private developed over decades to their present form. over night. of The question in the transition period, is It is size in and public western economies are institutions clearly impossible to create such a what governance structure should be established i.e. before a which have modern market economy with system for these firms all its institutions has been developed. Several economic advisers and academic economists have offered detailed proposals how and/or privatize these firms. Their arguments in favor or against different to restructure schemes are based on the experiences made with privatization in other countries and the basic lessons of economic theory. We formation process. feel, These arguments are most valuable to guide the trans- however, that at this stage some additional insights can be obtained by making these ideas more precise in formal models designed to capture the main peculiarities of the transition phase. retical framework structures on in The purpose of this paper is to develop a simple theo- which we can analyze systematically the impact of different governance management incentives, the efficiency of restructuring, and the social costs of the adjustment process. Our analysis focuses of output and employment and pose the greatest challenge overstaffed it is on large industrial companies. They account and need a lot of painful restructuring before difficult to find private investors for for for reform: they a high proportion many may become of them profitable, are and them. We distinguish two idealtypical approaches which lead to two different governance struc- tures for these companies in the transition period. Proponents of the market approach argue that the best large state way to proceed owned companies lack of entrepreneurs is in to privatize as fast as possible by distributing the shares of one way or another to the general population. Given the and the atomistic ownership structure resulting from a mass distribu- 1 financial intermediaries (like holding companies, scheme tion come or investment banks) will diversify risk in and play a They crucial role in the transition period. will and actively control the managers of the companies they own. Proponents of the government approach suggest that at who commits individually to a core investor To several years. an entrepreneur find such which the company is owned by the some coarse restructuring may his investment to the each company amount take a considerable sell more detail in Section 2. for of time in and controlled by the government agency. state describe these idealtypical approaches in least Thereafter this agency should try to should be done by a government agency. company mutual funds, pension funds, We - Before we model different governance structures we have to specify the economic envi- ronment which they are supposed to work. Our working hypothesis in is that the transition period in Eastern Europe will be characterized by rapidly changing market conditions, eco- nomic and to well political instability, known and a high degree results in contract theory we be used in such an environment in Section tions of uncertainty what kind discuss 3. Among and performance based compensation schemes period, but that the threat of bankruptcy may about the future. Referring of incentive contracts should other things will we argue that stock op- be of limited use in the transition play an important role to motivate managers to restructure their firms efficiently. In Section 4 we introduce the formal model which captures the two nance structures of the market and the government approach and which discussion of feasible incentive schemes in the transition period. effects: First, it shows that if reflects the informal The model generates two firms are controlled by a government agency then the social costs of the adjustment process will be lower than in control. idealtypical gover- The government agency if will take profits a privately owned holding company is from successful firms to cross-subsidize unsuccessful ones. This reduces the social costs of liquidation, but the government agency may subsidize inefficiently much and keep firms in operation which should be closed down. This delays the necessary adjustment process. The second efficiently if his ernment agency. effect is company that the is manager owned by a The reason is of a firm will work harder and restructure more private holding than that the if it is manager knows that controlled by the gov- his firm is less likely to go ^ bankrupt under government control. If his firm fails the government will try to rescue the Thus the manager firm in order to prevent the social costs of liquidation. budget constraint": He enough In our through a painful restructuring of his firm or spend modernize the production process because he rationally anticipates that the effort to government will not carry faces a "soft will bail him out in case model privatization unsuccessful firms. A he fails. a commitment device of the government not to subsidize is made by Sappington and similar point has been Stiglitz (1987) who argue that public ownership generally facilitates intervention by the government, while intervention more is difficult if the enterprise has been privatized. Intervention allows rapid adaptation to unforseen contingencies, but the management We try to make to control costs, because the this argument more precise also it government in a formal is beneficial if it undermines the incentives of is likely to subsidize cost overruns. model which captures some of the distinctive features of the transition period in Eastern Europe. In Section 5 we point out some implications of the model and discuss intermediate governance structures. For example, the government need not privatize same time. Our model gives some insights into all the firms at the which firms should be privatized immediately and which ones should be kept under the control of a government agency during the transition period. Also, the model shows that it may be fraction of the shares which yields a limited firms too much. A similar beneficial for the commitment not commitment can be obtained if government to keep only a to cross-subsidize unsuccessful the government owns no shares but assumes the right to replace the directors of a privately owned holding company. Section 6 concludes. 2. The first Privatization Proposals step of any .privatization In the last years of socialism and program is the establishment of clear ownership in the early transition period the rights. governments of most Eastern European countries gave up important ownership and control rights which are now 'This effect Kornai (1980). is similar to the "soft budget constraint" for managers in socialist economies as discribed by exercised de facto and often de jure by workers' councils, managers and sometimes local authorities. The current situation is muddled ownership structures characterized by the control rights of the different stakeholder groups are ill companies as a compensation Most economic advisers tized" (or "commercialized"), and teries up set them considerable it is Most privatization fractions of the stock of their for the loss of control. companies should be "corpora- also agree that large industrial i.e. they should be formally separated from the branch minis- as legally independent corporations."^ such a corporation which defined and in conflict with each other. ^ Privatization can only go ahead with the consent of these groups. proposals recognize this fact by offering in no longer involved in the Although the government day to day activities of the firm still owns but rather and the performance of the management through a board of controls the strategic decisions directors. Corporatization facilitates the second step, companies to private investors. How this should which to transfer ownership of these is be done, however, is very controversial. Goals of privatization Before we discuss alternative privatization proposals let us briefly to be accomplished through corporatization - Efficient management managers the - control: in the transition period: Governance structures have to be established which give right incentives to run Restructuring of the economy: and privatization summarize the main goals The and restructure their companies large industrial firms are more zontally integrated than comparable firms in western economies. are still hoarding too much workforce. Furthermore, to be closed efficiently. vertically Many and hori- of these firms labor and will have to lay off a significant fraction of their some companies are expected to be non viable at down, either because the markets for their all and have products have disappeared, or because their production technologies are hopelessly outdated. - Limit the social, costs vf adjustment:. Even, if .a laxge-company profitable in the future, ^This problem is it may particularly severe in Poland, (1990) and Shieifer and Vishny (1992). ^See e.g. be socially Fischer (1991). inefficient to shut it is not expected to be down immediately. High Hungary and Russia. See Dabrowski et.al. (1991), Kornai unemployment rates and the economic desolation of entire regions may have consider- able negative external effects which have to be taken into account. Furthermore, social and - political unrest may jeopardize the transition process as a whole. Attract foreign capital and expertise: Given the lack of domestic savings foreign invest- ments an important role for economic growth. Furthermore, foreign invest- will play ments are expected to lead to a transfer of technological knowledge and managerial techniques which are crucial to modernize the economy. - - Create competitive market structures: Some conglomerates have to be split up to reduce their market power, and the government has to regulate natural monopolies. Fair initial distribution of wealth: state, it is widely felt Since the existing capital stock is owned by the that each adult citizen has an equal claim on these assets, and that capitalism should start with an egalitarian distribution of this wealth. - Protect governm,ent revenues: In mainly through the transfer of all socialist countries government revenues were raised profits to the state budget, while a tax parable to that in western industrialized countries did not exist. If all system com- owned state companies were privatized before a functioning tax system has been established, the state would lose its main source of revenues. Naturally, different privatization schemes put different weights on different objectives. ever, the main distinctive feature of the different proposals achieving these objectives during the transition period. is Two How- the role of the government in idealtypical approaches can be distinguished. Proponents of the "market approach" believe that 40 years of socialism have shown that governments are incapable Thus, the best way to proceed market forces, with as little is of guiding the efficient restructuring of the to privatize as rapidly as possible government interference economy. and to leave the rest to as possible. In contrast to this position proponents of the "government approach" stress the lack of entrepreneurs and of established market institutions in Eastern Europe. There is no well functioning stock market and no system of experienced financial intermediaries to rely on. They claim that, given the scope of the transformation and the risks involved, a strong lead by the government is unavoidable. In the following ever, this we will outline these two idealtypical approaches most actual privatization schemes take an eclectic position. in It is more detail. beyond the scope paper to discuss this literature and the recent developments in Eastern Europe in For our purpose it is sufficient to Howof detail. overview the basic arguments.'* The market approach: Ownership and control rights should be transfered to private investors as fast as possible. Since privatization through initial public offerings or individual sales would take very long (see the arguments given below), a mass privatization scheme with has to be employed. A minority fraction of (non-voting) shares could be given to workers and managers to compensate them some free distribution of shares for their loss of control. The government could also retain fraction of shares as a source of future revenues, but this fraction should be either non- voting or sufficiently small that the government cannot interfere with the strategic decisions of the companies. The majority of shares will then be distributed either directly through a voucher scheme to the general public, or indirectly to financial intermediaries like holding companies, invest- ment banks, mutual funds, is employed each adult vidual companies. is very for little etc., which are citizen can bid The problem is in turn owned by the public. on a pseudo stock market If a voucher scheme for the shares of the indi- that there are thousands of firms to be privatized, there information about their future profitability available, and the transaction costs each citizen to acquire at least some information are high in comparison to the value of his voucher. Therefore, investment funds will enter the market and compete for the vouchers of the citizens in return for a stake in the investment fund. Most of the actual bidding the pseudo stock market will then be done by these financial intermediaries. large enough to the shares of a ''For diversify risks in their portfolios, company and they will will be hold a significant fraction of so that the resulting ownership structure will not a survey of the different privatization proposals see Borensztein and We They on Kumar be atomistic. (1991) and Fischer do not consider proposals to give or sell the companies to their employees. For a discussion of some of the problems involved with labor managed firms see Hinds (1990). Bonin (1992) discusses the actual implementation of privatization schemes in Poland and Hungary. For the special case of Eastern Germany see Bos (1991) and Sinn (1991). An overview of the programs in other countries can be found in RFE/RL Research Report (1992). (1991). However, the organization of a voucher scheme and of the may be very comphcated, time consuming, and this is procedure controlled may result by a initial involve high transaction costs. ^ Furthermore, in a very concentrated ownership structure, where a whole industry To avoid these problems the government could single investment fund. distribute the firms to be privatized directly to them "holding companies"). Their pseudo stock market some portfolios could financial intermediaries (let us call be designed such that competitors in the same industry are allocated to different holdings. Furthermore, for each holding there should be some other holding companies with similar portfolios in order to facilitate relative performance evaluations. The holdings are owned by the general public: each adult citizen gets an equal share of them which he can Both procedures allow a fair initial distribution of The market. holding disentangle and trade on the stock market. for a rapid privatization of the The wealth. restructuring of the economy is or investment fund can salary on the absolute and relative actively monitor and control the managers of of his portfolio. In particular he up conglomerates if they are too to domestic or foreign investors A manager to the manager his portfolio. "his" companies, Thus he has an of a and to maximize the value vertically integrated. Furthermore, he gets an offer which is his incentive to supposed to shut down unprofitable firms, and to much if left be given an incentive contract which conditions performance of is then A stock market should operate freely from the very beginning. company the company. whole economy and start with he will sell split a firm higher than the stock price of of an individual firm will be actively controlled by the financial intermediaries and will have additional incentives through stock options and the threat of He and expertise in order to maximize the To ensure competitive market conditions the government should commit to a free trade bankruptcy. will try to attract foreign capital probability of survival and the profits of his firm. policy. As far as non-tradables or natural monopolies are concerned, antitrust laws and regulatory authorities as in western economies will be necessary. The social costs of unavoidable. adjustment will The government should be very high during the transition period, but they are not interfere with the market to slow ^For a discussion of the mechanics of the voucher scheme which (1992). is down the process. being used in Czechoslovakia see Brada but rather deal with these costs directly by granting unemployment benefits and subsidizing and regional development. Government revenues should come predominantly from retraining taxes. . The government approach: Before any privatization takes place the government should undertake some coarse restructuring itself. Conglomerates and monopolies are broken up to avoid anticompetitive behaviour in the future. Grossly overstaffed tive for private investors. If a companies are slimmed down to make them more attrac- company is hopelessly unprofitable should be shut down by it the government. Again some fraction of the stock of each company may be given away or sold at a discount to workers and managers (this could be conditional on future privatization), and the government could retain a minority stake for itself. Then the government Some companies may be the majority of the shares of each firm to private investors. through initial public offerings on the stock market. If will management buyouts have to look actively are also possible. for a potential buyer, sold there are several investors interested in buying the entire company the government could auction leveraged tries to sell it off. However, in In smaller many companies highly cases the government domestic or foreign, and to bargain with him on the terms of privatization. To reduce the social costs of future layoffs the government could insist on employment and/or investment guarantees to be given by the private owner in exchange for a lower price, the cancellation of outstanding debt, the guarantee of future subsidies, or other privileges.^ The is sale of each individual firm will be a difficult and time consuming process. There no reliable way to estimate the market value of a company. Since these firms operated in the past under severely distorted prices, trade structures and management objectives, an estimate of the value of the enterprise cannot be based on past experience. sells them too If the government cheaply, it loses, potential revenues and creates "unfair" windfall profits for the lucky investors. If it lack of domestic savings bargains too hard, potential buyers and entrepreneurs The German Treuhand-Anstalt employs it will often be may lose interest. difficult to find this policy frequently. See Sinn (1991). Given the a potential buyer at all, in particular for the biggest conglomerates which need a and huge investments before they may become Thus, the privatization process will take profitable. a considerable 10 years until the majority of the large industrial companies firms are run directors cis which is management and it joint stock companies, owned by the state amount of time (at least 5 to In the sold). is meantime the and controlled by a board of by a government agency. The board monitors and controls the selected tries to lot of painful restructuring induce profit maximizing behavior. If the company is unprofitable can go bankrupt. However, the government will take the social costs of liquidation into account and may subsidize the firm in order to The revenues from privatization and the smooth the adjustment profits of the state process. owned companies can be used to reduce social adjustment costs in the transition period. The rest may distributed to the population or be retained by the government to reduce current either be and future taxes. Management 3. In this section we take a closer look at what kind Incentives of incentives can be given to managers under the different proposals. This discussion prepares the ground for the assumptions made in the formal analysis of the efficiency of production and restructuring under different governance There are three structures. there are the managers different kinds of who run the individual firms and restructuring during the transition period. financial intermediaries (which arguments given below apply for managers that have to be distinguished: we Second, if will call "holdings" who have First, to carry out the painful the individual firms are owned by for simplicity, even though all mutual funds, pension funds, or investment banks as the well), then the managers of the holding company have to monitor and control the firms in their portfolio. We will call these -managers managers on the firm level. Third, if "directors'Mn order to distinguish the individual firms have not been privatized yet they are owned by the state and controlled by a government agency. agency will be called "administrators" . them from the In the following we The managers of this discuss which kind of incentive to each of these groups under the conditions of the transition mechanisms can be given period in Eastern Europe/ > Incentives on the firm level The standard approach efficiently is to give a manager the right incentives to invest and to produce to link his salary to his performance by offering bonuses and/or stock options. Bonuses are conditional on accounting data (e.g. profits, revenues, output, etc.) and can be used by both, privatized and state owned companies. However, they have several severe drawbacks. First, is no "baseline" of will be. Second, bonuses under rapidly changing exogenous conditions there knows what good performance enterprise performance, and no one do not condition on the long-term value enhancement of the distort incentives because they firm but rather on profits or revenues of the current period. Thus they discourage a long-term strategy to restructure the company. Third, in the transition period the environment of the enterprises will be very noisy: input and output prices will change rapidly, political decisions will have a major impact on the profitability of many markets, and the macroeconomic instability imposes additional therefore a poor measure of modern This noise is reflected in the accounting data management performance. Eastern European companies deal with risks. is still corporations. in its Finally, the accounting which system is in infancy and there are few accountants trained to Thus the data will also be inaccurate and may be subject to manipulation. Stock options can only be used if a company has already been privatized and if its shares are traded on the stock market. In contrast to bonuses they do not distort incentives because they condition on the stock market evaluation of the value of the company. However, in the transition period they will be of limited use too. First, a well functionning stock market does not yet exist and will take some time to develop. Second, in the transition period the envi- ronment of the companies will the long term prospects of the ment. Thus, market analysts be constantly changing which has a much stronger impact on company than will variations in the performance of the manage- concentrate on predicting changes of the market conditions rather than on monitoring managers. Furthermore, given the lack of reliable and undistorted ^For a more detailed survey on different incentive mechanisms and market see the excellent discussion in Tirole (1991). 10 in particular the role of the stock accounting data, is it is also very difficult for market analysts to assess how efficiently a firm run. Thus, in the transition period share prices will contain very little information about the performance of a manager, but rather reflect the noise of his environment. MaJcing the manager's salary very responsive to the stock price gives only weak incentives to increase efficiency but exposes him to a lot of risk. Therefore, the manager should be given a flat incentive scheme.^ Managers are also motivated by career concerns. If the managerial labor market observes a signal about the manager's performance, this signal will be used to update the market evaluation of the manager's ability. Thus salary. it will influence his outside Unfortunately the signal will again contain a and there is little a company can do to Another important device which improve disciplines this lot of job prospects and his noise in the transition period, mechanism. managers is the threat of bankruptcy. If a firm goes bankrupt the manager loses his job and the rents and perquisites associated with controlling the company. Furthermore, the event of bankruptcy gives a strong signal about the manager's ability to the managerial labor market, lowering his future job prospects. Since bankruptcy is a serious possibility for firms which do not adapt fast enough to rapidly changing market conditions to both, in the transition period, this threat managers of privatized and of state-owned companies. Takeovers are only possible argument is that if the if the management is The standard company has already been privatized. incompetent or share prices will be lower inefficient, than the potential value of the firm. Thus, a raider could take management, thereby increasing the value in can give powerful incentives of the it over, replace the company, and make a profit. western economies the role of takeovers as a device to discipline managers controversial.^ In the transition period there is incumbant However, even is limited and the additional problem of a lack of domestic ®For a formal model of this argument see Holmstrom and Milgrom (1987). Milgrom and Roberts (1992, p. 221) summarize the results of the literature on performance pay in the "Incentive Intensity Principle": The optimal intensity of incentives depends on four factors: the incremental profits created by additional effort, the precision with which the desired activities can be assessed, the agent's risk tolerance, and the agent's responsiveness to incentives." Our main argument here is that during the transition period the measurement precision will be so poor that the incentive intensity has to be very small. For an interesting application of this principle in Ghemawat (1992). (1988) and Schnitzer (1992) for possible negative side effects of takeovers on a western industrialized country see ^See Shleifer and Summers the incentives of managers and other stakeholders. 11 savings and entrepreneurs. Furthermore, the banking system difficult to finance Finally, is hardly developed, making it a leveraged takeover. managers can be monitored and controlled by the board of directors or by a government agency. From the experience in western economies it seems unlikely that these supervisory institutions are able to exercise a tight control of the efficiency of the manager's operations.^" However, they can replace an obviously incompetent manager, and they can enforce major strategic decisions, e.g. whether or not to liquidate the firm. Incentives for directors of holding companies While there is little scope for stock market incentives on the firm for financial intermediaries. its portfolio, A holding which reduces the the directors of the holding to company volatility of its less risk pools firms of own level, this is many not the case different industries in stock price. Thus, stock options expose than the manager of a firm. Furthermore, by having several holding companies with similar portfolios it is possible to give financial incentives based on relative performance evaluations.^^ The threat of bankruptcy or of a takeover, however, will play no significant role for managerial incentives. These events are very unlikely given the size of the holdings. The directors of financial intermediaries can be beneficial other hand, the on the holding. if may be subject to governmental control. This a grossly incompetent management team has to be replaced. more the government can intervene the more it will impose its own On objectives For example, the government could press the directors not to shut an unprofitable enterprise. the down Since the losses have to be paid by the holding this policy expropriates the shareholders of the holding.^^ i°SeeTirole(1991,p. 226). '^Relative performance evaluations can be very useful to filter out noise and thus to reduce the risk the manager has to bear. See Holmstrom (1982). '^An interesting example for such a policy is the Treuhandanstalt. Although the Treuhand is not a joint stock company owned by East German shareholders, the profits of the Treuhand are supposed to be distributed to East German savers, as a compensation for their losses during monetary unification. Detlef Rohwedder, the Treuhand's first chief executive, estimated the revenues from privatization to be 600 billion DM. However, in order to get employment and investment guarantees the Treuhand has reduced its prices so much, that even though it has only sold the most profitable enterprises up to now, it already runs a deficit (which will be covered by the government). See Dornbusch and Wolf (1991). 12 Incentives for administrators of a government agency very It is difficult to give efficiency. The main agency there administrators of a government agency an incentive to care about difference to directors. of a holding no stock market, no is formance based compensation. company is that for a government possibility of takeovers or bankruptcy, have career concerns and do react to down a per- Administrators receive a fixed salary and will behave bureaucrats, trying to increase their budget and their sphere of influence. pressure not to close and no political pressures. like However, they For example, the higher the political firm the harder they will try to find cross-subsidies to rescue it. Summary In the transition period in Eastern Europe there are only limited possibilities to give efficient incentives to managers. On the firm level incentives will come mainly from the threat of bankruptcy and the career concerns of the managers. Privately owned financial intermediaries can use the stock market to base the compensation of their directors on stock options and relative performance evaluations. In a government agency administrators like will behave bureaucrats and react to political pressure. 4. In this section period: reflect we want to A Simple Model compare two a privately owned holding governance structures in the transition different company and a government These institutions the two idealtypical cases of the market approach and the government approach described in Section 2. The theoretical insights obtained useful to better understand the intermediate proposals. for the agency. manager from this analysis will also The model focuses on the incentives and on the decision of the directors or of a firm to restructure efficiently, administrators on whether or not to keep an unprofitable firm in operation. consider the incentive of a government agency to be We do not the companies to private investors after sell the transition period. Consider a set of n firms, indexed by i = 13 1, . . . ,n, all of which are either controlled by a holding company or by a government agency. There economy which are run by we take the In this section question how Each different holding n firms n firms as given. In Section 5 we address the portfolio of the , How well a firm adjusts to new market conditions depends on the effort of the manager to restructure his firm efficiently. a firm succeeds its its i We model this in a highly stylized there are two states of the world, called "success" and "failure". expected net present value from staying in business, denoted by liquidation value, which we denote by V^^. If it fails, value exceeds Vi}^ Thus, there are only two possible realizations of Vj < Vj^ < Vi. by the manager. The A probability of success, p,(ai), natural interpretation reorganize his company. His effort if is the manager spends effort quite general here. workers, or to shut supplier. : , run by a manager. In the transition period the environment of is these firms changes rapidly. way: For each firm other firms in the companies and/or different government agencies. to optimally structure this portfolio. of the higher than may be many e.g. V^, Vi measured G its {!£,, manager in units of utility costs for the a,, a^ G IR^. VJ, is liquidation V,}, with a function of an "action" that a^ reflects the effort he incurs the disutility a, Suppose down a is is is however, i a,- taken spends to manager, The notion If i.e. of "effort" that the reorganization involves to lay off redundant division of the firm in order to These restructurings are painful to the buy from a more efficient outside manager because he has to carry them through against the resistance of the workers. Or suppose that the manager has to actively look for foreign expertise and investors. This takes time and effort, the to a different business culture, Assumption: The cave in Gi, with and he may lose part of the control of his probability of success, Pi(a,), < Pi{a,) independent accross firms. < 1 manager has for all a, is to adapt company. increasing and strictly con- G IR^. The p,(a,) are stochastically ^'^ ^^Note that we are not concerned about bankruptcy of the firm but rather about liquidation. A firm which produces at average variable costs which are smaller than the market price may go bankrupt because it cannot pay off its creditors. However, this firm would not be liquidated. Either the banks will forgive new-owner buys-the- firm's capital at a reduced -price, .but in both cases it is kept these cases we define Vi as the net present value of expected future revenues minus not including capital costs which have been commited in the past. We are grateful to Josef part of the debt, or a in operation. future costs, Brada To avoid for pointing this out to us. ^''Stochastic firms does not independence of the p,() is clearly not realistic. However, allowing our results and does not yield any additional insights. aflfect 14 for correlation between the net present value of a firm If maximizing owner will shut it smaller than is down and liquidation value, then a profit its sell off its assets. In a frictionless world the assets be redeployed to their next best use, and workers and managers will the going wage in other industries. In this case the owner bears However, this firm. The is all will find employment at the costs of failure of his not a realistic scenario for the transition period in Eastern Europe. company may have considerable liquidation of a large industrial external effects which are not taken into account by a profit-maximizing owner: Due - to the high level of general time to find new jobs unemployment workers and managers in other sectors, an extended amount of time. Even capital Furthermore, is lost. if the if and their human resources will have a hard may be left unused they find another job, their firm specific company dominates a town for human or an entire region, part of their physical assets (in particular real estate) will be devalued. Outsiders to the firm - pany may also be affected: the liquidation of a large industrial com- affects its suppliers in other sectors of the in liquidation, the firm, and it it may may economy which may also be forced cause the economic decline of the town or region dominated by lead to social unrest which increases macroeconomic and political instability. be useful to distinguish between workers, manager and the It will be the utility loss incurred by workers if company their i is rest of the society. Let liquidated, the respective utility loss of the manager and of the rest of society. liquidation of firm is assumed i is denoted by A, to be positive = A|" -f so his are the incentives of the manager wage cannot be made contingent on is little -|- J" A*. The amount and Af* and A* be total social cost of of these welfare losses and exogenously given. Thus, from a welfare maximising point of view, a firm that failed should be liquidated What A The Af if and only of firm a,. i to if V^ — V, > work hard? His A^.^^ effort is unobservable, Furthermore, we argued in Section 3 that there scope for bonuses and stock options in the transition period. Thus, we assume that the manager gets a fixed salary, the net present value of which '^Note that the social cost of not liquidating is exactly V/' — V^. liquidation, while its (possibly negative) profits are only Vj < V^^ if 15 is The it is denoted by w. He may have firm could have generated V/' in kept in operation. an incentive to spend some into the model, but take minimal level of effort, a-, harder than is it a, = effort because of career concerns. assuming that as exogenously given, which we normalize to in order to down utility firm function i is = {xi 0) or this incentive induces reduce the probability that his firm whether to keep it € is to this some work liquidated. If his firm denote the decision whether to {0, 1} in operation (x^ = 1). Then the manager's given by^^ [/, The board of directors particular, we assume is =l£i-(l-x.)Ar-a.- decision whether the that the board cannot observe company is shut down If the firm is Vi, Cj, the effort level of the manager. and the board takes the long-term depend on the governance structure employed privatized and owned by a holding company, then the directors of the holding dominate the board and decide whether or not to shut an unprofitable firm. In or kept in operation. incentives of the board of directors in the transition period. (1) . not involved in the day to day operations of the manager. However, the board does observe the realization of The do not incorporate The manager may be induced 0. closed down, he incurs a utility loss Af*. Let Xj close We In this case the shares of the invidual firms down and of the holding are traded on the stock market. As we argued in Section 3 the directors of the holding should be rewarded with stock options and according to relative performance evaluations. that these incentives are powerful enough to induce them to shut down a We assume firm which loses money. ^^ If the the board. company is Since the owned by the company is state the administrators of a government agency control not traded on the stock market, share prices cannot be used to give incentives. The managers of the government agency will receive fixed salaries and are essentially bureaucrats. What are the money they their objectives? They do not want control to the general budget, but rather want to use it to to transfer maximize their we have scaled a, such that the utility function of manager i is This formulation has the advantage that we have to impose cissumptions only on the shape of p,() but not on the shape of the effort cost function. ^'^It may be that the incentive to do so is not strong enough. For example, the manager of the holding ^^Recall, that without loss of generality linear in may a,-. receive private benefits from sitting on the board, so that he has an interest in keeping this position. firm. Although these are serious concerns, we do Or he may be bribed by the manager and collude with the not consider them in the formal model. 16 sphere of influence. Thus they will try to spend the profits of the firms that succeeded to those which failed in order to stay in control of them. Furthermore, the majiagers of the government agency are sensitive to political pressure. For each firm that failed there will be a pressure group urging the government agency to keep this particular firm approximation we assume that the first So the government agency of liquidation of each firm.^* of liquidations. political pressure is alive. As a proportional to the social cost will try to minimize the social costs Note that the objectives of the government and of the administrators partly coincide. If a firm fails and the of its future losses, then both is bigger than the net present value in operation. However, the administrators also social cost of liquidation want to keep it want to subsidize firms which should be closed down. Can the government interfere with the policy of its agency, prevent wasteful subsidies? and losses of If each individual firm so that main we assume can it it could control cross-subsidization, then this this information will be incomplete. On grounds of that the government has no effective control of the agency. However, our results are unaffected perfectly control its agency. The time in particular, the government had detailed information about the profits might be possible. In practice, however, realism and if we make the opposite assumption that the government can We will structure of the model government decides on privatization scheme comment on is summarized Figure 1: in Figure a, success or failure Time structure of the we go along. 1. nature determines manager chooses this possibility as board decides on liquidation model a very rough approximation. Typically, the political pressure is higher if there is a small but group which is strongly affected by the decision, and lower, if the social costs of the decision are widely spread out across society. Thus it might be more realistic to assume that the political pressure depends only on A™ + A[", but not on A,-. This would yield an additional distortion under government '®This is well organized control. 17 , The socially optimal allocation . As a benchmark consider the (unconstrained) associated with firm is i given by: ^' Clearly, if no firm with and only if Vi V^ — A, > best allocation. At date 2 social welfare first > V^ V^, ~ \V^-A,-ai ifx. should be closed down. i.e., if K < If ^^^ = K^, firm should be liquidated i the expected future losses are bigger than the social costs of liquidation. The a^^^ Given that e arg p,(a,) is max {p.(a.) • + F, strictly concave, a^^ - (1 is pi(a,)) • satisfies maxjV.^ - A„ uniquely defined by the p:.(aP)-min{F.-V;.^ V.} first - a.} (3) . order condition: =1, + A.,F.-Z,.} (4) the manager should increase his level of effort until the marginal social benefit equals i.e. his manager welfare maximizing effort level of the marginal cost. Private control: the case of a holding The director of the holding him an incentive to firm (choose x, = 0) company maximize the if and only if gets part of his salary Thus, at date 2 he profits of the holding. K < K^, i-e. if from stock options which give the firm is privately unprofitable. not take into account the external effect of his decisions on society liquidation borne by workers, many manager and the will shut (i.e. down a He does the social costs of rest of society), so there will be inefficiently liquidations. Consider now the decision of the manager at date manager anticipates that x^ = iff af e arg V^ < max V^^, so {tw - (1 1 on how much effort to spend. The he chooses af such that - p,(a,)) A^* - a,} (5) aelR^^ His utility maximizing effort level is uniquely characterized by p:(«f)Ar 18 = 1 (6) , i.e. the manager equals marginal private benefits with marginal costs. Suppose that A, > y,, i.e. Comparing would be it (6) and (4) socially efficient to shut down the > and V/' A,- = Af + AJ" + Af. manager spends too so the little effort as may be ambiguous. However, we result manager's rent firm in case of a failure. clear that it is AT < mm{V,-V/^ + Ai,V,-Vi} = because F, V^ — F.- - Hence, concavity of compared to the + ^-^ A.- (7) that af < — V^ the p,(-) implies best. If V^^ first consider large companies, so it is most < A,- af^, likely that the small as compared to the difference in net present values of the company, is so that AT < Thus, the manager outcome how it likely to is spend - F, (8) . Although the inefficiently little effort in this case too.^^ compared clearly inefficient as is Vi to the first best, the more interesting question is compares with what would have happened under government control. Government control: the case of a government agency At date 2 the government agency has to decide which firms to close down subject to the constraint that the subsidies which have to be paid to keep negative net present value firms do not exceed the alive profits earned by profitable firms. The idea is that the government agency can take the positive net present values of the profitable firms to cross-subsidize the losses of some companies that be a liquidity problem market. We money This sum i^If A[" to keep the — problem formally. One way to think about government agency sells it is to or closes assume down all is used to commit subsidies to unprofitable firms which are sold for an effectively If Vi sum the — Vj company from which have to be commited to keep the in of the. re venues obtained manager works too hard. Recall that we operation after private control the manager's rent Vi and there may profitable firm can be sold for its net present value, so of subsidies > losses are flows, A negative price. the this after the transition period) the (i.e. and the government agency does not have access to a perfect capital do not consider that at date 2 companies. if failed. In practice, profits is it failed, it selling the successful firms exceeds all unsuccessful firms in operation, are in the case where but where the holding will close lost in case of a failure, while in the Vj. Therefore the manager's private return to an increase in effort 19 yields a revenue Vi. is first it best it would be efficient down. Thus, under CEise the loss is only bigger than the social return. then the surplus transfered to the state budget. ^° is following standard discrete linear Thus the government agency programming problem: faces the , n mm mmJ2i^-Xi)Ai (9) »=i ^XiVi + {l-Xi)V^ >0 s.t. .21 Ignoring the integer problem this program has a straightforward solution: with V, > V^ in operation. Index the firms that failed by and subsidize them —J firms - is Two inefficient. The budget satisfy Vj^ V_j socially efficient. government agency < Aj have been However, since there are outcome - is budget is exhausted. Note that However, the amount of subsidies paid to the socially more is exhausted before subsidized, so too efficient firms which failed but all many firms are closed down. than under private control, the less inefficient liquidations The budet exceeds the amount will (10) J+l ^j+y cases can be distinguished: of the — is firms € {!,...,/}, such that j in the order of their indices until the the order of subsidization all >,jM^. — ^> ^] Keep than the one induced by the holding company. of subsidies necessary for these firms, so some enterprises be kept alive although they should have been closed down. In this case the efficiency comparison with the holding company is ambiguous. Note that if the government could control wasteful subsidies this case would never arise. Consider now the decision problem of manager probability p,(a,) with which his firm succeeds. sure. In case of a failure, his firm may government agency has enough funds or may left i If it at date His action a, determines the succeeds he will keep his rent AJ" for not be closed to help 1. him out down depending on whether the of trouble. ^°The German Treuhandanstalt is a good example for such a policy. ^^This program is a classical "knapsack" program. A computational problem may arise because x,- is restricted to be in {0, 1}. See e.g. Dantzig (1963), ch. 26, on how this problem can be solved. The solution is standard and not interesting in our context. 20 Given that firm The other firms. i failed there are 2"~^ possible probability of each outcomes of successes and = outcome depends on a-i {oi, . . Let Li be the set of outcomes which lead to a liquidation of firm a-i) be the probability that firm Prob(L, i will be shut down if it fails. , . i failures of all a,_i , a,.(.i and let , . . . , «„}. 9,(a_,) = Then the manager's I problem is to pick a, such that e arg max Gi {u; - [1 -p,(a,)] • 9,(a_,) In equilibrium the utility maximizing level of effort for characterized by the - AJ" manager i, a,} (11) denoted by af (12) to (6) it is • q,{aU) Note that (13) holds with equality only A- = • 1 (12) . AT < AT (13) . certain that the if it is government agency i. government control. (13) holds with strict inequality, then Pi(af ) concavity of p,(-) implies However, government agency than if that the In this case there manager spends owned by the if it is diminishes his incentive to restructure 5. He firm is > Pi(af) and controlled by the foresees that even of trouble with probability (1 — 9,) if he which efficiently. Implications of the Both governance structures generate an results less effort if his private holding. him out the government agency will help is will not no difference between private and have the funds to subsidize firm The inefficiency uniquely clear that qiiaU) fails is , FOC pKaf ) Comparing • Model inefficient allocation as compared to the "first best". from the impossibility to perfectly align the incentives of the managers with social welfare maximization. The manager of a privately controlled holding company will maximize private of a government agency profits and shut down more firms than will shut possible, so in this case the down number the manager of an individual firm less firms, but he of liquidations is likely to 21 is The manager inclined to subsidize as is may be spend an socially efficient. much as too small. Under both regimes inefficient low amount of effort. But he work harder will company his if is privately controlled than under the control of a government agency. Government control leads to a He rationally anticipates that the budget constraint" for the manager. "soft government agency will try to help him out of trouble because liquidation of his firm involves high social costs. Privatization hardens his budget Under private control the manager knows that a private owner, who does not constraint. care about social welfare, will not subsidize his losses. In the model privatization is a commitment device of the government. private control there will be no cross-subsidization from other firms. whether this commitment is credible. If the liquidation of a particular firm is the firm happen, but it could step in and subsidize the losses of this firm, so that general budget. company by holding ones which budget is will and there will Bank not to going to that these subsidies have The government cannot expropriate shareholders tight, the if these firms are government will owned by the of the state. ^^ In the transition period the be credit rationed on international capital markets, be a strong pressure from international organizations undermine macroeconomic stability by giving like the IMF or the World soft credits to unprofitable firms or by financing the budget deficit through the central bank. is limited.'^"' is is it transferring directly the profits of successful firms to the unsuccessful only possible be arises, concerned about the social costs of can only happen to a limited extend. The reason come from the under is The question be closed down by the holding. There are clearly some cases in which this will not to it government If Thus, the scope for subsidies Furthermore, to the degree that subsidies from the general budget are feasible, they would probably also be paid to the government agency. Thus, they affect both regimes symmetrically and do not alter the basic trade-off. How Not of TO STRUCTURE THE PORTFOLIO OF FIRMS all them the firms have to be privatized at the same time. to private holding government agencies. If it companies and leave the does so, The government could rest for some time under the which firms should be privatized give some control of first? ^^However, the government could partially expropriate stockholders by increasing the tjix rate on corporate Goldfeld and Quandt (1991) analyze the impact of such a policy on input demands of the firm. ^•'This argument does not hold for the case of Germany. For a more subtle argument why privatization in western industrialized countries can be a commitment device to restrict the amount of subsidies see Schmidt profits. (1990). For other models of the soft-budget constraint see Goldfeld 22 and Quandt (1991) and Schaffer (1989). Our model suggests that private holdings. expected future agency there these firms losses, so fail This it. they should not be kept is manager a is — V, < and socially wasteful it should go immediately to A,- fails and that there are enough funds will not hesitate to close W\ and only down this firm also gives a stronger incentive to the it smaller. is more important for social welfare, A,. In this case expected social welfare under private control if of a government weakens the incentive of the manager to not only socially efficient, said about firms which are government control i.e. when higher than under is if = p,(af)F.-f(l-p,K))-[V;-^-A.]-af > p,(af)F. = Wf + (l-p.K))-[(l-9.)Z, + 9.(K^-A.)]-af where a^ and a^ are characterized by 1, i.e. > Under the control alive. to restructure, so the probability of failure What can be Vl" This failure. V^- the social costs of liquidation are smaller than the work hard. The holding company on the other hand in case of — the firms with Vl" a positive probability that such a firm is to subsidize left If all (6) and (12) respectively. Suppose that qi is (14) close to the probability that the government agency will have the funds to rescue the firm small. In this case there is little difference both governance structures the firm will between governmental and private control. Under be closed down manager are the same. Now suppose that qi is if it fails if the firm fails it will and the incentives considerably smaller than manager's incentives are weaker under government control, so af However, is < be cross subsidized with probability 1. In this case the a^ and p.(af) (1 for the — qi) which < is Pi(af). socially efficient. As can be seen from case of success (V,) {iii) is is (14) private control high, if if V, more (n) the incentive effect the net social loss of liquidation V, straightforward. First, is is large, — V^^ then + it is likely to is A,- is be optimal strong small. (p,-(af) The if (i) — p,(af) the prize in large), or intuition for this result very important that the firm is succesful. So the manager should be given an incentive to increase the probability of success, even this is hand, only possible at the price of considerable social costs in case of failure. if Vi is small, then it is more important if On if the other to prevent the social costs of liquidation rather than to give better incentives to the manager. Secondly, if the action of the manager has a strong impact on the probability of success, then his incentives are 23 more important than in the case where his action hardly affects the prospects of the firm. Finally, down the of shutting then it is firm is more important not much if bigger than the social cost of keeping to give better incentives to the the social cost it in operation manager than to prevent future liquidation. To summarize, there - firms with are two kinds of firms which should be privatized immediately: little social significance which should not be subsidized anyway in case of a failure. - firms for which the incentives of the manager are very important: effi- by the manager has a strong impact on the probability of success cient restructuring or because the firm will be very profitable On either because if it succeeds. the other hand, firms which have either very high social costs of liquidation or which will fail anyway no matter how hard the manager works should be kept under governmental control. Note that government even When agencies this will often include the firms if they were under the private control of a holding. the government structures the portfolios of the holdings and of the government revenue considerations into account. will also take it pected profits is agencies. However, able to cross-subsidize, even if If a company with high ex- given to a holding, then these profits are lost as a source of revenue for a government agency. This its which would have been subsidized by the if is desirable if the government wants to limit wasteful subsidies of the government it is afraid that there will not be will give this firm to enough funds avail- a government agency as a source of revenue, from the firm's point of view immediate privatization would have been optimal.^"* Intermediate governance structures Two proposals by Lipton and Sachs (1990) and Blanchard et.al. (1991), which have found considerable attention in the literature, can be seen as intermediate governance structures which yield a limited commitment of the government not to subsidize too much. Lipton and Sachs (1990) suggest that the government agency keeps 25 to 30 ^''This may % of the shares which, in be an important reason why most governments in Eastern Europe do not want to privatize "natural" monopolies, but rather keep them in state ownership and protect their profits by restricting market entry. 24 the long run, should be sold to a core investor. Thus, only part of the profits of successful firms goes to the government agency and can be used for cross-subsidization. This reduces the probability that the government agency subsidizes too constraint for the Blanchard et.al. at least to maximize fired owned holding companies the managers cases most costly profits (through stock options), liquidations. In some cases this is but they Thus they desirable. where a harder budget constraint would have improved of this scheme is of which by the government. The holding managers are given some pressure of the government which can replace them. socially the budget some extend. (1991) favor privately and can be are appointed incentives to manager much and hardens will also will respond to the probably prevent the However there social welfare. will also be The advantage that the government cannot force the holding managers to cross-subsidize too much, because of the political pressure of the shareholders of the holding who do not want to be expropriated. Conclusions 6. The model is oversimplistic in many respects. In particular, possible outcomes for each firm, success size of the firm and the of possible number how much is labor to employ. and that project for future research. each of these outcomes the and the manager amount will continuum have considerable it of workers in order to reduce the social could subsidize an unprofitable firm to a limited extend, so that only a fraction of the original more for For example, the government agency could and additional unemployment. Or analysis of these possibilities with a assumes that there are only two given. 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