Limited liability and incentive contracting with ex-ante action choices

1990 ◽  
Vol 52 (1) ◽  
pp. 45-67 ◽  
Author(s):  
Robert D Innes
2020 ◽  
pp. 223-260
Author(s):  
Paul Davies

Because of limited liability, creditor protection has always been a feature of company law. Large creditors can contract ex ante for customised protection and the law facilitates this in various ways, notably by the creation of the floating charge. Non-adjusting creditors require the protection of mandatory rules, at least in some situations. Creditor protection in relation to companies in the vicinity of insolvency is now well established, not only through ‘wrongful trading’ but also via transaction invalidity rules and directors’ disqualification. For going-concern companies the emphasis is on rules restricting the shifting assets to shareholders via distributions and associated rules relating to the maintenance of capital.


2019 ◽  
pp. 813-888
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig

This chapter focuses on strategies that, in a broad sense, set the principle of limited liability aside in order to reach (the assets of) the natural or legal persons that benefit from corporate activity. These concepts are complementary to the ex ante strategies discussed in previous chapters. They are ex post in the sense that they will be triggered only if and when the former have failed for some reason. Their aim is to internalize as far as possible the social cost of corporate activity in order to set appropriate incentives for corporate decision-making. The legal concepts under consideration are largely standard based with open textured norms whose application heavily depends on the factual settings in every individual case. Consequently, the challenge is to provide workable criteria and coherent guidance for courts in order to ensure predictability for entrepreneurs and their legal advisers.


2020 ◽  
Vol 57 (2) ◽  
pp. 211-235 ◽  
Author(s):  
Kinshuk Jerath ◽  
Fei Long

The authors study multiperiod sales force incentive contracting in which salespeople can engage in effort gaming, a phenomenon that has extensive empirical support. Focusing on a repeated moral hazard scenario with two independent periods and a risk-neutral agent with limited liability, the authors conduct a theoretical investigation to understand which effort profiles the firm can expect under the optimal contract. The authors show that various effort profiles that may give the appearance of being suboptimal, such as postponing effort exertion (“hockey stick”) and not exerting effort after a bad or a good initial demand outcome (“giving up” and “resting on laurels,” respectively) may indeed be induced optimally by the firm. This is because, under certain conditions that depend on how severe the contracting frictions are and how effective effort exertion is in increasing demand, the firm wants to concentrate rewards on extreme demand outcomes. Doing this induces gaming and reduces expected demand but also makes motivating effort cheaper, thus saving on incentive payments. On introducing dependence between time periods, such as when the agent can transfer demands between periods, this insight continues to hold and, furthermore, “hockey stick,” “giving up,” and “resting on laurels” can be optimal for the firm even under repeated short time horizon contracting. The results imply that one must carefully consider the setting and environmental factors when making inferences about contract effectiveness from dynamic effort profiles of agents.


2016 ◽  
Vol 12 (2) ◽  
Author(s):  
Sven Hoeppner ◽  
Christian Kirchner

AbstractProblems resulting from the delegation of competencies from one actor to another are at the heart of any governance discussion. While the conventional agency view strongly emphasizes that such problems can be solved ex post by monitoring and control strategies, the contract view proposes to tackle said problems ex ante through alignment of the agent’s incentives to those of the principal by, for instance, incentive contracts. In this paper, we introduce a behavioral perspective to this discussion. We will spotlight that the ex post strategies are behaviorally dysfunctional. The effect of self-serving and hindsight tendencies can hardly be overcome. Ex ante strategies, in contrast, suffer from problems of incentive design. However, proper incentive design can account for behavioral decision patterns. On this ground we argue that incentive contracting appears to be superior to monitoring approaches to solve the principal–agent conflict. To address behavioral problems in governance systems, we propose a counterintuitive shift of rule-making competencies: from public to private ordering for monitoring strategies and from private to public ordering for incentive contracting.


2020 ◽  
pp. 223-260
Author(s):  
Paul Davies

Because of limited liability, creditor protection has always been a feature of company law. Large creditors can contract ex ante for customised protection and the law facilitates this in various ways, notably by the creation of the floating charge. Non-adjusting creditors require the protection of mandatory rules, at least in some situations. Creditor protection in relation to companies in the vicinity of insolvency is now well established, not only through ‘wrongful trading’ but also via transaction invalidity rules and directors’ disqualification. For going-concern companies the emphasis is on rules restricting the shifting assets to shareholders via distributions and associated rules relating to the maintenance of capital.


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