As part of our ongoing research into capital budgeting processes as responses to decentralized information and incentive problems, we focus in this paper on when a level of a managerial hierarchy will delegate the allocation of capital across projects and time to the level below it. In our model, delegation is a way to save on costly investigation of proposed projects. Therefore, it is more extensive the larger are the costs of such investigations. This delegation takes advantage of the fact that the lower-level manager's preferences are assumed to be similar (though not identical) to those of the higher level.

We study the capital allocation process within firms. Observed budgeting processes are explained as a response to decentralized information and incentive problems. It is shown that these imperfections can result in underinvestment when capital productivity is high and overinvestment when it is low. We also investigate how the budgeting process may be expected to vary with firm or division characteristics such as investment opportunities and the technology for information transfer.

This paper surveys capital structure theories based on agency costs, asymmetric information, product/input market interactions, and corporate control considerations (but excluding tax-based theories). For each type of model, a brief overview of the papers surveyed and their relation to each other is provided. The central papers are described in some detail, and their results are summarized and followed by a discussion of related extensions. Each section concludes with a summary of the main implications of the models surveyed in the section. Finally, these results are collected and compared to the available evidence. Suggestions for future research are provided.

This paper provides a theory of capital structure based on the effect of debt on investors' information about the firm and on their ability to oversee management. We postulate that managers are reluctant to relinquish control and unwilling to provide information that could result in such an outcome. Debt is a disciplining device because default allows creditors the option to force the firm into liquidation and generates information useful to investors. We characterize the time path of the debt level and obtain comparative statics results on the debt level, bond yield, probability of default, probability of reorganization, etc.

This paper investigates the determinants of security design. We consider the assignment of both cash flows and voting rights, focusing on corporate control. We postulate that a conflict of interest exists between contestants for control and outside investors. The conflict arises because private benefits of control give contestants an incentive to acquire control even when this reduces firm value. Security design is a tool for resolving these conflicts and maximizing firm value. Our main result is that a single voting security is optimal.

This paper explores the determinants of corporate takeover methods (proxy fights versus tender offers) and their outcomes and price effects. We focus on the effect of leverage on the takeover method and outcome. The model predicts, for example, that the target's stock price appreciates less following a successful proxy contest than in a successful tender offer. In addition, we obtain several other results on price effects and on the capital structure changes that accompany contests for corporate control. Some of our results are compared with the existing empirical evidence.

In this paper, we derive conditions under which the simple majority voting rule for electing controlling management and one share-one vote constitute a socially optimal corporate governance rule. We also show that other majority rules and/or multiple classes of shares are not socially optimal. Finally we show that an entrepreneur would choose to issue two securities, one with only cash flow claims and no votes and one with only votes and no cash flow claims, if this were allowed. This scheme, regardless of the majority rule adopted, is not socially optimal.

In this paper we attempt to resolve two puzzles concerning convertible debt calls. The first is that although it has been shown that conversion of these bonds should optimally be forced as soon as this is feasible, actual calls are significantly delayed relative to this prescription. The second is that common stock returns are significantly negative around the announcement of the call of a convertible debt issue. Our purpose is to simultaneously rationalize managers' observed call decisions and the market's reaction to them in a framework in which managers behave optimally given their private information, compensation schemes, and investors' reactions to their call decisions. Moreover, investors' reactions are rational in the sense of Bayes' rule given managers' call policy. In equilibrium, a decision to call is (correctly) perceived by the market as a signal of unfavorable private information. In addition to rationalizing observed call delays and negative stock returns at call announcement, several other testable implications are derived.

The papers in this volume and briefly summarized in this introduction document that: (1) executive compensation is positively related to share price performance: (2) poor firm performance is associated with increased executive turnover; (3) managers choose accounting accruals in ways, that increase the value of their bonus awards; (4) the adoption of new short- and long-term executive compensation plans and golden parachutes are associated with positive share price reactions; (5) the death of a firm's founder is associated with positive share price reactions; and (b) managers are less likely to make merger bids that lower their stock prices when they hold more stock in their firm. These findings are interpreted as generally supporting the view that executive compensation packages help align managers' and shareholders' interests.

In this paper we provide a model of the underwritten offerings of new shares of seasoned securities. Our purpose is to explain why the offering price chosen by the underwriter is lower than the market price of the firm's shares. Our model recognizes the interdependence between the markets surrounding the announcement and sale of the new issue and recognizes as well the effect which asymmetric information regarding investor demands has upon the prices in these markets.

The performance evaluation of computer systems as they impact on final user requirements for services is a complex task. A management-oriented approach to the issue based on conventional economic theory was described in a previous report as an outgrowth of a joint university-industry research project. In this sequel we report our experience in estimating, testing, and applying this conceptual model.

Recent advances in optimal mechanism design are used to show that a certain type of auction, similar to the "open English auction," is an optimal mechanism in a certain class of environments.

The purpose of this paper is to develop a theory of contracts in situations characterized by a divergence of incentives between the two parties and asymmetric information (i.e., moral hazard) with special emphasis on how the possibilities for acquiring information affect the structure of the contract. In particular, we seek to explain the widespread use in areas such as employment and insurance of contracts in which the result of an imperfect (noisy) monitoring process is used to determine the schedule according to which one agent is compensated by another.

In this paper we consider a durable good which fails randomly. Failure of the good results in a loss which consists of damages and possibly the destruction of the good itself. The safety characteristics are determined by the manufacturer, who takes account of the consumer's behavior. We determine the effects of market structure and liability rules on the chosen characteristics of the good. Clearly the safety characteristics of the good affect its cost of production and therefore the price paid by consumers. Thus our analysis of the desirability of alternative liability rules is based on the determination of their effects on consumer welfare. We show that product safety and consumer welfare depend on the terms of available insurance contracts. We also show that consumer's information plays a major role in determining the safety characteristics of the product and thereby consumer welfare. The desirable liability rule is shown to depend on the amount of information available to consumers.

This paper examines the durability of capital goods produced under different market structures when tax considerations are included. Since investment tax credit and depreciation allowances are realized by the owner of the durable good, the durability of products produced by an industry which sells its output differs from that of an industry which rents. For each of these two commercial forms we consider both monopolistic and competitive market structure. Potential gains from different forms of regulation are discussed.

The problem of linking computing and information services to end user needs for performance evaluation has been a long standing issue in the systems literature. A joint university-industry research project was begun in 1975 to better understand the problem. The specific goals of the project have been: (1) to develop a theory or conceptual framework for productivity measurement of the computing and information services function, (2) to pilot test the theory through empirical analysis at field sites, and (3) to evaluate the results and report the conclusions (success and failure). This paper is addressed to the first of these goals; the empirical tests and experience based on the framework are reported in a sequel paper. Our approach to modeling the productivity of computer systems is based on conventional economic theory and empirical analysis. The economics paradigm is to view the organization as a marketplace for computing and information services which contains elements of supply and demand. In this paper our concern centers on the supply of services. A model of the production process for computing services available within an organization is developed which quantitatively relates input resources and output products or services; the model also incorporates output quality as an integral function of the relevant variables in the process. Various measures of production efficiency are defined based on this model. The productivity of a computer system is defined in terms of these measures and we discuss their application for administrative decisions in performance evaluation.

This paper considers the question: How should a firm allocate a resource among divisions when the productivity of the resource in each division is known only to the division manager? Obviously if the divisions (as represented by their managers) are indifferent among various allocations of the resource, the headquarters can simply request the division managers to reveal their private information on productivity knowing that the managers have no incentive to lie. The resource allocation problem can then be solved under complete (or at least symmetric) information. This aspect is a flaw in much of the recent literature on this topic, i.e., there is nothing in the models considered which makes divisions prefer one allocation over another. Thus, although in some cases elaborate allocation schemes are proposed and analyzed, they are really unnecessary. In the model we develop, a division can produce the same output with less managerial effort if it is allocated more resources, and effort is costly to the manager. We further assume that this effort is unobservable by the headquarters, so that it cannot infer divisional productivity from data on divisional output and managerial effort. Given these assumptions, we seek an optimal resource allocation process. Our results show that certain types of transfer pricing schemes are optimal. In particular, if there are no potentially binding capacity constraints on production of the resource, then an optimal process is for each division to choose a transfer price from a schedule announced by the headquarters. Division managers receive a fixed compensation minus the cost of the resource allocated to them at the chosen transfer price. Resources are allocated on the basis of the chosen transfer prices. If there is a potentially binding constraint on resource production, a somewhat more complicated, but similar, scheme is required.

A model of trading in speculative markets is developed based on differences of opinion among traders. Our purpose is to explain some of the empirical regularities that have been documented concerning the relationship between volume and price and the time-series properties of price and volume. We assume that traders share common prior beliefs and receive common information but differ in the way in which they interpret this information. Some results are that absolute price changes and volume are positively correlated, consecutive price changes exhibit negative serial correlation, and volume is positively autocorrelated.

An optimal schedule for checking an equipment subject to failure which can be detected by inspection only, is derived. Increasing failure rate and one percentile specify the otherwise unknown life distribution. Dynamic programming methodology yields the solution which minimizes the maximum expected cost. Numerical examples are presented and compared with models employing differing amounts of knowledge.

We contend that security design should be approached as a problem of game design. That is, contracts should specify the procedures that govern the behavior of contract participants in determining outcomes as well as the allocations resulting from those outcomes. We characterize optimal contracts in two nested classes: all contracts (including those that depend on the state) and state-independent contracts. We demonstrate that, in situations in which the dependence of contracts on the state is limited, contracts designed as games can improve the allocation of resources relative to nonstrategic allocation rules.

Activist shareholders have lately been attempting to assert themselves in a struggle with management and regulators over control of corporate decisions. These efforts have met with mixed success. Meanwhile, shareholders have been pressing for changes in the rules governing access to the corporate proxy process, especially in regard to nominating directors. The key issue which these events have brought to light is whether, in fact, shareholders will be better off with enhanced control over corporate decisions. Proponents of increased shareholder participation argue that such participation is needed to counter the agency problems associated with management decisions. In this view, boards of directors do not exercise sufficient control over self-interested managers because management insiders typically hand-pick directors through their control of the proxy process. Opponents offer several arguments such as that shareholders lack the requisite knowledge and expertise to make effective decisions or that shareholders may have incentives to make value-reducing decisions. In this paper, we investigate what determines the optimality of shareholder control, taking account of some of the above arguments, both pro and con. Our main contribution is to use formal modeling to uncover some factors overlooked in these arguments. For example, we show that the claims that shareholders should not have control over important decisions because they lack sufficient information to make an informed decision or because they have a non-value-maximizing agenda are flawed. On the other hand, it has been argued that, since shareholders have the “correct” objective (value maximization) and can always delegate the decision to insiders when they believe insiders will make a better decision, shareholders should control all major decisions. We show that this argument is also flawed.

Bed Bath & Beyond (BBBY) had no long-term debt on its balance sheet. Although many analysts considered BBBY’s balance sheet a strength that permitted greater flexibility, some commented on the risks of its growing cash balance. These concerns raised questions about BBBY’s capital structure. In early 2004, interest rates were at an all-time low, making it an attractive time to consider issuing debt and executing either a share repurchase or a one-time special dividend. This case provides a few capital structure proposals and students are asked to analyze those proposals.

This case involves an analysis of the decision regarding a new product introduction. The main issues for discussion are: sunk costs, incremental costs, cannibalization, shared facilities, and the treatment of inflation.

On April 22, 2005, Maytag Corporation’s stock price fell 28 percent after the company reported disappointing first-quarter results and significantly reduced its earnings outlook for 2005. The company’s sales were declining due to increased foreign competition and its production costs were increasing due to higher energy, materials, and distribution costs. Maytag’s management and board clearly understood the need to make strategic decisions to turn around the fate of their company. Maytag could propose a drastic turnaround plan and remain independent, sell itself to either a large domestic competitor such as Whirlpool or a foreign firm such as Haier, or it could choose to go private by selling to a financial buyer (Ripplewood).