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Managerial ownership with rent-seeking employees

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Abstract

In some cases, the incentives of the manager will affect the behavior of the firm’s employees. A manager with low-powered incentives will discourage employees from engaging in destructive rent-seeking activities. Union members will need to cooperate with this poorly compensated manager if the firm will have any chance to succeed. The elimination of rent-seeking costs can increase the value of owners’ stakes in the firm. Thus, value can be maximized by giving control to a CEO with an ownership stake strictly less than 100 percent.

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Notes

  1. Brackets, “[ ]” are added by the present author. From the passage, Smith (1776) clearly thought joint-stock companies were flawed, relative to owner-managed firms.

  2. Risk neutrality facilitates 100 percent ownership because it allows the manager to be unconcerned about diversification. Lack of credit constraints allows the best manager to buy the firm from its original owners. These assumptions are sufficient for the optimal incentives, 100 percent ownership, to be transferred to the best manager without forcing the original entrepreneur to sell the firm at any discount. (One could also argue that symmetric information would be also necessary for such an ownership sale to be always efficiently consummated.) Other scholars such as Bagnoli et al. (2011) have pointed out the conflicts between maximing firm value and the value of the equity stake.

  3. While there may be rational mechanisms or institutional features that may obstruct managerial monitoring, behavioral factors may also come into play. Seniority based firing and formal grievance procedures may make the firing of unproductive workers more difficult. Nevertheless, Baumol (1986, p. 13), for example, believes that fairness and envy are embraced in society even when such norms lead to disastrous consequences such as contributing to the Irish potato famine. He writes, “...laws against unfair pricing by speculators in times of severe shortages, which presumably are designed to protect the interests of the poor, in fact make it likely that those poor will be exposed to enormous hardships—possibly famine and starvation.”

    The standard predictions of non-cooperative game theory are often overturned in laboratory settings. There appears to be a much stronger tendency towards equal division of surplus than economic theory would predict. The dictator game allows a proposer to split a pie with another participant. The other participant actually has no role in the game, yet Forsythe et al. (1994) found the most likely outcome was that a dictator would give 30 percent of the pie to the passive participant. Bolton et al. (1998) find this result in other studies. In less extreme games where the receiver can destroy the pie if it rejects the proposer’s settlement, Andersen et al. (2011) finds that across many studies the receiver rarely is offered less than 20 percent of the pie. Yet, game theory would predict that such dictator or ultimatum games would result in 100-0 splits of the economic pie.

  4. Diversification motives would only strengthen the results of this paper—that low levels of CEO ownership are optimal.

  5. There are a few papers that explore how managerial biases can be commitments that ultimately increase firms’ value under different environments. One strand of literature pursues how managerial biases improve project selection when rewards for successful innovation are fixed. Empathy for lower level managers in Rotemberg and Saloner (1993), narrowness of firm scope in Rotemberg and Saloner (1994) and managerial vision in Rotemberg and Saloner (2000) can improve incentives for innovation in this incomplete contracting setting. The other approach of Van den Steen (2005) looks at how managerial biases or “vision” influences the recruitment of employees. In contrast to both these approaches, the present paper is concerned less with project selection than cost minimization. Further, the present paper looks to design compensation to change managerial objectives. In contrast, the papers in this footnote focus on exogenous managerial traits that make them the “right man” (or woman) for the job.

  6. The \(\textit{IC}_{U}\) constraint is much like an efficiency, or non-shirking wage, as proposed by Calvo and Wellisz (1978) or Shapiro and Stiglitz (1984). Here we have focused on how the monitoring of slack work affects employees’ wages. From the \(\textit{IC}_{U}\) lower levels of monitoring are associated with higher efficiency wages. Shapiro and Stiglitz (1984) point to other factors which increase efficiency wages. Higher levels of voluntary turnover by employees can increase wages. Work situations that make voluntary turnover more likely will

    also be more highly paid workforces. Thus, there are other ways than raising monitoring costs that could lead to a boost in workers’ wages.

  7. Further, \(\hat{{\alpha }}=1\) is not a corner solution because a 100 percent share maximizes the value of the firm in the unconstrained problem. Higher percentages, \(\alpha >1\), even if they would be feasible, would strictly decrease the value of the firm.

  8. It is equivalent to envision the entrepreneur selling the firm to an outside manager. The price of the sale to the outside manager would be \(V_{M}\).

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Correspondence to Linus Wilson.

Appendix

Appendix

1.1 Proof of Lemma 1

The Lemma says that a satisfied \(I\!R_{M}\) constraint implies that the \(I\!R_{O}\) constraint is also satisfied. The right hand side (RHS) of both constraints are identical; therefore, the left hand side (LHS) of \(I\!R_{O}\) must be greater than or equal to the (LHS) of \(I\!R_{M}\). If we subtract the two constraints, \(I\!R_{O}\)\(\textit{IR}_{M}\ge 0\).

To prove that \(\textit{IR}_{O}\)\(I\!R_{M}\ge 0\) is the case, it is sufficient to show that the complement \(I\!R_{O}\)\(I\!R_{M} < 0\) is impossible. The following is a proof by contradiction:

$$\begin{aligned} I\!R_O -I\!R_M&= E\{R\}-w-c(q)-\alpha (E\{R\}-w-u)-u+c(q)<U_M -U_M\nonumber \\ I\!R_O -I\!R_M&= (1-\alpha )(E\{R\}-w)-(1-\alpha )u<0 \end{aligned}$$
(13)

The LHS above will be smallest when \(u\), the manager’s base wage is the largest. The maximum \(u=E\{R\}\)\(w\) from Sect. 2. If we substitute this into (13) above, we get the contradiction, \(0 < 0\). This is what we wanted to show.\(\square \)

1.2 Deriving the upper and lower bounds of \(\underline{\alpha }\) in Eq. (12)

Rearranging Eq. (11) we get the following expression for the optimal level of share ownership under the min union strategy.

$$\begin{aligned} \underline{\alpha }=\frac{U_M -\underline{u}}{{\overline{e}}R-{\overline{c}}-\underline{u}} \end{aligned}$$
(14)

If we rearrange Eq. (1), we know that \({\overline{e}}R-{\overline{c}}>U_M\). If \(U_{M}\) approaches but does not reach its upper bound, \({\overline{e}}R-{\overline{c}},\)then \(\underline{\alpha }\) approaches 1. This allows us to conclude that the upper bound of \(\underline{\alpha }\) is less than unity. That is, \(\mathop {\lim }\nolimits _{U_M \rightarrow ({\overline{e}}R-{\overline{c}})^{-}} \underline{\alpha }\rightarrow \left( {\frac{({\overline{e}}R-{\overline{c}})^{-}-\underline{u}}{{\overline{e}}R-{\overline{c}}-\underline{u}}} \right) =1^{-}<1.\)

We know that \(\underline{u}\) in Eq. (10) is non-negative and is strictly less than \(U_{M}\). If either \(U_{M}\) approaches zero, or \(\underline{u}\) approaches, but does not reach \(U_{M}\), then \(\underline{\alpha }\) approaches but does not reach zero. That is, either \(\mathop {\lim }\nolimits _{U_M =0^{+}} \underline{\alpha }\rightarrow 0^{+}>0,\) or \(\mathop {\lim }\nolimits _{\underline{u}\rightarrow (U_M )^{-}} \underline{\alpha }\rightarrow \left( {\frac{0^{+}}{{\overline{e}}R-{\overline{c}}-\underline{u}}} \right) =0^{+}>0.\) This allows us to conclude that \(\underline{\alpha }\) is greater than 0.

This is the justification for the upper and lower bounds in Eq. (12) being strictly less than unity and strictly greater than zero, respectively. \(\square \)

1.3 Proof of Theorem 4

The compensation of the manager consists of expected share compensation and wages. Suppose there are two identical firms where each manager faces the same total monitoring costs of \(\underline{C}\). In the firm denoted by the superscript “A”, where the \(I\!C_{M}\) binds and \(I\!R_{M}\) is slack, expected share compensation is denoted \(S^{A }\) and the CEO’s fixed wages are \(u^{A}\). (The superscript “A” denotes a firm in which controlling managerial agency costs are the most important concern.) That is,

$$\begin{aligned} I\!C_M^A :&S^{A}-\underline{C}=0\end{aligned}$$
(15)
$$\begin{aligned} I\!R_M^A :&S^{A}-\underline{C}>U_M -u^{A} \end{aligned}$$
(16)

Total compensation for the manager is defined as

$$\begin{aligned} T^{A}\equiv S^{A}+u^{A}. \end{aligned}$$
(17)

Further, substituting the right hand side (RHS) of Eq. (15) into the left hand side (LHS) of Eq. (16) and rearranging, it becomes clear that the manager’s wage must exceed her opportunity cost. That is,

$$\begin{aligned} u^{A}>U_M. \end{aligned}$$
(18)

In contrast, in the firm where \(I\!R_{M}\) binds and \(I\!C_{M}\) is slack, we will denote the share and fixed wage components of compensation by the superscript “\(D\).” This is consistent with the “delegation” solution given by Eq. (12). The managerial constraints are the following:

$$\begin{aligned} I\!C_M^D :&S^{D}-\underline{C}>0\end{aligned}$$
(19)
$$\begin{aligned} I\!R_M^D :&S^{D}-\underline{C}=U_M -u^{D} \end{aligned}$$
(20)

Total “delegation” compensation for the manager is defined as

$$\begin{aligned} T^{D}\equiv S^{D}+u^{D}. \end{aligned}$$
(21)

Further, substituting the right hand side (RHS) of Eq. (20) into the left hand side (LHS) of Eq. (19) and rearranging, it must be the case that

$$\begin{aligned} U_M >u^{D}. \end{aligned}$$
(22)

Subtracting the binding constraint in Eq. (20) from the binding constraint in Eq. (15), we get the following:

$$\begin{aligned} S^{A}-S^{D}=u^{D}-U_M \end{aligned}$$

Rearranging this relationship, we derive the following relationship:

$$\begin{aligned} S^{A}+U_M =S^{D}+u^{D} \end{aligned}$$
(23)

Equation (23) allows us to compare the total compensation when the \(I\!C_{M}\) binds given in Eq. (17) and the total compensation when the \(I\!R_{M}\) binds given by Eq. (21). Since \(u^{A} > U^{M}\) according to Eq. (22), then the LHS of (23) is less than total compensation in Eq. (17). In short,

$$\begin{aligned} T^{A}\equiv S^{A}+u^{A}>S^{A}+U_M =S^{D}+u^{D}\equiv T^{D}. \end{aligned}$$
(24)

This is what we wanted to show. For identical monitoring costs and identical opportunity costs for each manager, the total compensation, \(T^{A}\), in a firm where the manager is compensated with a binding \(I\!C_{M}\) constraint and a slack \(I\!R_{M}\) constraint exceeds the total compensation, \(T^{D}\), of a manager whose \(I\!R_{M}\) constraint binds and the \(I\!C_{M}\) constraint is slack. In short, Eq. (24) shows that \(T^{A} > T^{D}\). \(\square \)

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Wilson, L. Managerial ownership with rent-seeking employees. Ann Finance 10, 375–394 (2014). https://doi.org/10.1007/s10436-013-0225-6

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