CHAPTER 12 Standard Setting: Economic Issues Cory Bettel ∙ Jeff Chang ∙ Danielle Dodd Ryan Gruenspan ∙ Victoria Kavanagh ∙ Sally Regenstreif AGENDA 12.1 • Overview 12.2 • Regulation of Economic Activity 12.3 • Characterizing Information Production 12.4 • First-best Information Production 12.5 • Market Failures in Info. Production 12.6 • Contractual Incentives for Information Production 12.7 & 12.8 12.9 • Market-based Incentives for Information Production • Disclosure 12.10 • Decentralized Regulation 12.11 • How much information is enough? Article 1 • Improved Standards in the Future OVERVIEW OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS Standard Setting: The regulation of firm’s external information production decisions by a regulator. OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW •Standard setting is ultimately the government’s responsibility •Regulators are agencies delegated to set accounting standards (E.g. IASB and FASB) •Act as a mediator between conflicting interests of investors and managers •Ensure the right amount of information is in the financial statements OVERVIEW REGULATION INFORMATION PRODUCTION STANDARD SETTING •Fundamental problem is discerning the socially “right” amount of information MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •First-Best: Amount that equates marginal benefits to marginal costs •Impossible due to market complexities OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS REGULATION OF ECONOMIC ACTIVITY •Regulation protects individuals who are at an information disadvantage •Occurs due to information asymmetry •Improves markets by enhancing public confidence •Common Examples: GAAP, IFRS, MD&A, profession laws, full disclosure laws, etc. OVERVIEW REGULATION REGULATION OF ECONOMIC ACTIVITY •2 Types of Information: INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS Proprietary Information Nonproprietary Information OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS CHARACTERIZE INFORMATION PRODUCTION •“Production” of information used for 2 reasons: 1. Information is a commodity 2. Consistent way of thinking about its production •Quantity of information: •Finer information •Additional information •Credibility OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS PROS & CONS OF INFORMATION PRODUCTION •Benefits include: •Better-informed investment decision •Lower costs of capital •Better-working markets •Reduction of monopoly power •Timely recognition of firm failure •Potential information release about other firms •Costs include: •Direct costs of preparation and release •Possible release of proprietary information •Increased contracting costs OVERVIEW MARKET FAILURES IN INFO. PRODUCTION REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES Externality: An action taken by a firm or individual that imposes costs or benefits on others for which the creating entity is not charged or does not receive revenue. •The perception of these costs and benefits differs between the firm and society DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS Free-riding: The receipt of a firm or individual of a benefit from an externality . OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS EXTERNALITY EXAMPLES •Darrough and Stoughton: monopolies keeps certain information private to deter entry •Reduces proprietary costs, but decreases benefit to society •Lambert, Leuz, and Verrecchia: earnings information released affects other firm’s stock prices •Decreases Beta which decreases cost of capital- but decreases for all firms •Anilosky, Feng and Skinner: firm’s reporting good earnings does not provide an externality about future economic performance •If firms’ reporting became more timely, this could increase OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS FREE-RIDING EXAMPLES •Information has a public-good nature, more than one investor can use it •Investors are able to free-ride •Information must be free •Firms produce less information than society would like OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS ADVERSE SELECTION PROBLEM 1. Insider trading • Managers trade on inside information • No longer a fair game 2. Bad news is not released OVERVIEW MORAL HAZARD PROBLEM REGULATION •Net income is not fully informative of effort INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Mangers disguise shirking and low profits by earnings management or reducing disclosure OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS UNANIMITY •If markets work well, shareholders will unanimously be in favour of the manager maximizing the market value of the firm •If markets do not work well, no longer will be unanimous OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES EXAMPLES OF CONTRACTUAL INCENTIVES •Information is required to observe compliance with contracts •Unobservable managerial effort CONTRACTUAL INCENTIVES •Financial covenants for firms issuing debt MARKET-BASED INCENTIVES •When a private firm goes public, increased possibility of shirking DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES JENSEN & MECKLING MODEL •Investors will become aware of shirking •As a result, share prices decline •Management incentive to reduce shirking •Contracts include forecasts DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Increase financial reporting •Overall increase in information production OVERVIEW THE COASE THEOREM REGULATION •Created by Ronald Coase INFORMATION PRODUCTION •Problem of externalities can be internalized MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Reduce need for regulation •Illustrated by two farms located side by side OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES COASE THEOREM ILLUSTRATION •Two farms: 1. One raises cattle 2. One grows crops CONTRACTUAL INCENTIVES •Cattle roam into crops, damaging value MARKET-BASED INCENTIVES •Two solutions: 1. Regulate the two farms – fencing 2. Farmers bargain DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW COASE THEOREM ILLUSTRATION REGULATION •Fence costs $100, damage costs $150 •Assume property rights belong to the cattle farmer •Cattle can stray •Crop farmer will put up fence •Assume property rights belong to the crop farmer •Damages repaid by cattle farmer •Cattle farmer will put up fence •The fence replaces the need for regulation INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW REGULATION INFORMATION PRODUCTION COASE THEOREM ILLUSTRATION •Firm information costs $100 to release •Benefit to investor is $150 MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE Cost to Firm < Benefit to Investors DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS .: Firm will release information without regulation OVERVIEW MANAGERIAL LABOUR MARKET REGULATION •Evaluates manager performance on an ongoing basis •Reputation suffers if information is false, biased or incomplete •Need for contracts not completely removed •Number of incentives reduced INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Example: Manager‘s profit share •Reduced from 35% to 20% •Lower amount of compensation in jeopardy •Risk averse manager more likely to provide information OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS CAPITAL MARKETS •Managers motivated by reputation and wanting to increase firm value •Assume investors cannot diversify against adverse selection & estimation risk •Managers release information due to motivation to strengthen reputation and increase firm value •Market prices of the firms’ shares increase, or equivalently, cost of capital will fall •Higher firm profitability and value •Increased compensation OVERVIEW TAKEOVER MARKET REGULATION •Market for corporate control INFORMATION PRODUCTION •If manager does not increase value, subject to takeover bid MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Replacement of management •The more aggravated investors are, more likely takeover will happen •Market motivates managers to increase firm value •Information is produced and released OVERVIEW THE DISCLOSURE PRINCIPLE REGULATION •Disclosure Principle – managers will release all info, good or bad •Rational investors Assume the manager will only release favourable info If managers do not release info, will assume the worst Therefore, managers should release all info, or risk decreasing firm value Incentive to keep share price from falling INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THE DISCLOSURE PRINCIPLE •“Does it always work?” •Verrecchia (1983): managers may not fully disclose at all times •Assumptions: i. Disclosures made are truthful ii. Disclosures have a cost iii. Investors know managers have info & the cost of disclosure iv. Investors do not know what the info is OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THE DISCLOSURE PRINCIPLE •Threshold levels of disclosure exist •News will be disclosed if info exceeds threshold •Unknown to investors why managers are withholding info •Disclosure principle fails •Reinstated if cost of disclosure = 0 OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS PAE (2005) •Relaxed the assumption that the market knows the manager has info Still an incentive for voluntary disclosure? More than one piece of news? What happens with non-proprietary info? OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS PAE (2005) •Forecast of earnings & cash flows •Costly for firms to develop internally & no cost of release •Investors do not know whether firms have developed them or not •Investors will asses probabilities •Iffirm develops both forecasts, only disclose > threshold •Iffirm has not developed either, disclose nothing OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS DISCLOSURE PRINCIPLE •Though it is a basic & strong argument that firms will release news, it easily breaks down in a number of situations •Therefore, cannot be relied upon that all info will always be released by firms OVERVIEW SIGNALING REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS Signaling: An action taken by a hightype manager that would not be rational if that manager was low-type. •Signal must be less costly for a high-type manager to be credible •Irrational for low-type to mimic hightype •Some signals include… SIGNALS OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS 1. Proportion of retained equity •Entrepreneur/manager making an IPO •Too costly for low-type to do 2. Audit quality •Signals value of new securities issue •High quality auditors are costly for low-type 3. Forecasts •E.g. Canadian Tire’s MD&A •Info disclosure beyond minimum requirements •Signals confidence in firm’s future, which adds credibility OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS SIGNALS 4. Capital Structure • Issuance of new shares causes existing shares to drop in value • High-type firm would likely find other sources of financing • E.g. Bonds, internal financing 5. Dividend Policy • High payout ratio = confidence in future performance 6. Accounting Policy • Increased conservation = greater confidence SIGNALING OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES NOTE: Managers must have choice. •E.g. if equal audit quality imposed on all firms, then not available as a DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS signal OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS PRIVATE INFORMATION SEARCH •Management onus to release info •Implies investors are passive •Investors may conduct private info searches •If successful, inside info can quickly go public •High cost to society OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES THEORY OF SUPERIOR DISCLOSURE •Theory: If market forces motivate superior disclosure levels from firms •Firms should benefit from a lower cost of capital •Decrease exists as increased disclosure reduces investors risk DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •May also positively affect the firms’ future investment and production decisions OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THEORY OF SUPERIOR DISCLOSURE •The theory is relatively unproven and many researchers still disagree today •Supporters include: 1. Lehavy & Sloan (2008): When number of wealthy (Assumed informed) investors holding stock increased, future returns on the stock fell •Less risk as investor estimation risk is minimized OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THEORY OF SUPERIOR DISCLOSURE •Supporters also include: 2. Dechow, Sloan & Sweeney (1996): An average drop of 9% in share price on the day that the SEC decides to investigate a firm that has violated GAAP/IFRS •Bad Reporting = Higher Investor Risk •Higher Risk = More volatile earnings (High Cost of Capital) .: Good Reporting = Stable earnings (Low Cost of Capital) OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THEORY OF SUPERIOR DISCLOSURE •Those opposing the theory include: 1. Core, Guay & Verdi (2008): Higher accrual quality does not imply a lower cost of capital • It’s believed that higher accrual quality will signal to users about the organization’s next year of business • This would in tern decrease investor estimation risk and decrease WACC • Core, Guay & Verdi determined that such a connection does not exist. OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THEORY OF SUPERIOR DISCLOSURE •In conclusion… •Difficult to say that firms and investors do not benefit from higher disclosure from an accounting perspective •Difficult to prove conclusively though, due to: 1. Variety of measures of investor risk 2. Difficult to measure cost of capital effectively OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS DECENTRALIZED REGULATION •Gives management some flexibility in reporting •Reduces comparability across firms •Improves the relevance of reporting •Reliability may be controlled •Since management would have to change a firms internal organization to exploit flexibility OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS DECENTRALIZED REGULATION 1. Segment Reporting •Useful since relevant information may be buried in consolidated totals •It is harder to disguise poor performance •Regulated by IFRS 8 •Requires reporting externally on same basis as internally •Flexibility results in useful information to investors •The cost of opportunism in segment reporting will be high OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS DECENTRALIZED REGULATION 2. Standards allowing Fair Value •Decentralized since management is given a choice •Gives management the ability to signal through its choice of reporting methods OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS HOW MUCH INFO IS ENOUGH? • Complete Regulation is too costly • Direct costs such as • Bureaucracy to establish and administer regulations • Compliance costs to firms • Indirect costs such as • Reduction in mgmt opportunity to signal • Costs of “wrong” amounts of information OVERVIEW HOW MUCH INFO IS ENOUGH? REGULATION • Complete Deregulation • Not socially desirable • Uncontrolled impacts of externalities, adverse selection, and moral hazard would be extremely serious •Markets would probably cease to function INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW HOW MUCH INFO IS ENOUGH? REGULATION •Range of regulation is up for debate •Theorem of the second best •We many never know the socially correct extent of regulation INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS •Consider the effects of the Sarbanes-Oxley Act •Showed net positive effect to investors •But reduced utilities of insiders, and lowered the number of firms offering securities •Can’t infer the “social” benefits are positive OVERVIEW HOW MUCH INFO IS ENOUGH? REGULATION •In conclusion… •The extent of standards is a complex and important question for a market economy •Standard setting boils down to a costbenefit trade-off. •However this trade-off may never be fully known •A method for dealing with this uncertainty is to give firms flexibility in meeting reporting standards INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS OVERVIEW REGULATION INFORMATION PRODUCTION MARKET FAILURES CONTRACTUAL INCENTIVES MARKET-BASED INCENTIVES DISCLOSURE DECENTRALIZED REGULATION HOW MUCH IS ENOUGH ? FUTURE OF STANDARDS THE FUTURE: IMPROVED STANDARDS •AcSB has started the Accounting Standards Improvement project •Focused on ensuring statements prepared with best practices •Increased discussion of convergence between IASB and FASB •Would create a “gold standard” for major capital markets •Maintaining converged standards = converged interpretation processes