The role of information and financial reporting in corporate governance and debt contracting☆
Introduction
Financial capital is a key factor of production that gives rise to an array of complex contracting relationships among owners, managers, and creditors. When structuring these contracting arrangements, divergent interests among managers, boards, equity investors, and lenders create a demand for monitoring and bonding mechanisms that help alleviate various agency conflicts (Jensen and Meckling, 1976). The information environment plays a central role both in determining the extent of these conflicts and in designing the mechanisms to mitigate them. Specifically, the fact that certain contracting parties possess superior firm-specific information at various times before and/or during the contracting relationship either create or exacerbate a wide range of agency conflicts. Further, even when all contracting parties are equally informed, more efficient contracts can be written when there is less uncertainty about current and future business conditions. We review recent literature on the role of financial reporting in resolving agency conflicts among a firm's managers, directors, and capital providers.1
We divide our survey into two main sections: governance contracting and debt contracting. We view governance as the set of contracts that help align the actions of managers with the interests of shareholders, and we focus on the role information asymmetry plays in agency conflicts between these parties. In terms of the firm-specific information hierarchy, the literature typically views management as the best informed, followed by outside directors, followed by shareholders. We discuss the large volume of research that predicts and finds that financial reporting helps mitigate these information asymmetries, and that the role financial reporting plays in this regard depends on how firms choose to structure monitoring and bonding mechanisms (the role of outside directors, active investors, management incentives, etc.). With respect to debt contracting, information asymmetries between borrowers and lenders are important, both at the time of the lending decision and at the point of technical or cash-flow default, when lenders must decide whether to exercise their state-contingent control rights. Even in the absence of information asymmetry, information uncertainty poses problems in debt contracting. That is, even when managers and lenders enter into contacts with the same information, the incomplete nature of debt contracts creates a demand for mechanisms that allocate decision rights in the future, conditional on the realization of certain events, both foreseen and unforeseen.
Our review discusses both formal and informal contracting relationships. Although formal, explicit contracts, such as written employment contracts or debt contracts, are relatively straightforward to research, these contracts are often quite narrow in scope. Informal contracts, on the other hand, comprise implicit multiperiod relationships that allow contracting parties to engage in a broad set of activities where a formal contract is not practical or feasible. As an example, consider the contracting relationship between the CEO and the board of directors. The CEO’s duties, abilities, and incentives are extremely complex, and it is impractical to construct a state-contingent contract that specifies appropriate actions under every possible scenario the firm could face. As a result, although some CEOs do have formal employment contracts, these contracts are necessarily incomplete and relatively narrow in scope, allowing the board and the CEO to develop informal rules and understandings that guide the behavior of both parties over time.
In the context of financial reporting research, considering informal contracts allows for a much richer analysis of governance-related working relationships among executives, directors, and shareholders. If one were to consider only formal contracts involving these parties, one might conclude that financial reporting plays a relatively limited role in governance-related contracts. As we discuss, however, researchers have uncovered a wide array of important contracting roles for financial reporting. With respect to governance, much of the literature emphasizes informal contracting based on signaling, reputation, and certain incentive structures, whereas in the debt-contracting literature, research is more balanced across formal and informal contracts. The general conclusion in this literature is that financial reporting is useful because more efficient contracts are possible when contracting parties commit to a more transparent information environment.
Another key theme of our review is the notion that a firm’s contractual arrangements and its corporate information environment evolve together over time to resolve agency conflicts. That is, certain contractual arrangements and financial reporting choices work more efficiently within certain business environments. As a result, one does not expect to see firms converging to a single dominant type of corporate governance structure, compensation contract, debt contract, or financial reporting system. Instead, one expects to observe heterogeneity in these mechanisms that is a function of firms’ economic characteristics. Although the literature on debt contracts tends to accept this notion, the governance literature seems more burdened by the idea that some governance structures are unconditionally “good” or “bad” (for example, governance structures frequently asserted as unconditionally “bad” include a board with a high proportion of inside directors, a CEO that also serves as chairman of the board, a CEO with relatively low equity incentives, and a firm with relatively weak shareholder rights).
Our review builds on the surveys of Bushman and Smith (2001), Lambert (2001) and Fields et al. (2001), and we strive to limit our overlap with those papers by focusing on research that has evolved since the time of those surveys. Specifically, in the governance area, papers have begun to explore how a commitment to financial reporting quality influences both board structure and ownership structure, although the causality of this relation is likely to go in both directions. In the executive compensation area, although literature on the role of accounting-based performance measures has noticeably waned, a large literature on the relation between executives’ equity incentives and financial reporting quality has emerged. Finally, in large part because of increased data availability, empirical research on the role of financial reporting in debt contracting has grown rapidly in recent years. Throughout our discussion, we critique various aspects of these literatures, as well as provide ideas for future research.
In Section 2, we briefly discuss the firm as a nexus of contracts, the general nature of contracts related to governance and debt, and properties of the information environment and financial reports that are relevant to various contracting settings. Section 3 discusses the role of information asymmetry and a commitment to transparent financial reporting in corporate governance, with an emphasis on corporate boards and executive compensation arrangements. In Section 4, we discuss the relation between financial reporting and ownership structure, with an emphasis on agency conflicts between majority and minority shareholders. In Section 5, we discuss the role of financial reporting in the design of debt contracts. Section 6 provides a synthesis of the main themes in our review and a discussion of what we consider to be fruitful areas for future research.
Section snippets
A brief discussion of contracts and their reliance on financial reporting
In this survey, we adopt the perspective of the firm as a nexus of contracts among the various factors of production, where contracts serve to mitigate agency conflicts between those parties (Coase, 1937, Alchian and Demsetz, 1972; Jensen and Meckling, 1976; Fama and Jensen, 1983; Watts and Zimmerman, 1986). Although formal contracts, such as debt contracts and employment contracts, might be the first things that come to mind when one considers the role of financial reporting in contracting,
The role of information in structuring corporate boards
The board of directors plays a key role in monitoring management and in constructing mechanisms that align executives’ objectives with shareholders’ interests. It is not surprising, therefore, that a substantial proportion of the literature on governance has emphasized board characteristics and decision-making. For example, Hermalin and Weisbach (2003) and Adams et al. (2009) survey research on the role of corporate boards. A key theme in their surveys is how heterogeneity in the firms’ agency
Accounting information and ownership structure
In this section, we discuss agency conflicts between controlling shareholders (i.e., shareholders with sufficient ownership interest to influence or control company policy) and minority-interest shareholders. In firms with no controlling shareholder, or where the objective of the controlling shareholder is aligned with the objective of minority shareholders (i.e., to maximize the present value of the firm’s expected future cash flows), the interesting agency conflicts are between shareholders
The role of financial accounting in debt contracting
In this section, we review literature on the role of accounting information in contractual relationships between debt holders and owner/managers. In the United States, debt is an important source of capital. For example, in 2006, U.S. domiciled corporations raised more than $2.6 trillion of new external capital.56 Of that amount, more than 95%, or about $2.5 trillion, was
Conclusion
In this survey, we reviewed the accounting literature on corporate governance and debt contracting, with a particular emphasis on developments over the past decade, as well as areas likely to be of future interest to accounting researchers. The paper focused on the firm as a nexus of contracts among the various factors of production and highlighted the role of the accounting system in reducing the information-related agency costs that arise among managers, directors, and equity and debt capital
References (315)
- et al.
Accounting conservatism and board of director characteristics: an empirical analysis
Journal of Accounting and Economics
(2007) - et al.
Corporate disclosures by family firms
Journal of Accounting and Economics
(2007) - et al.
Board characteristics, accounting report integrity, and the cost of debt
Journal of Accounting and Economics
(2004) - et al.
Performance pricing in debt contracts
Journal of Accounting and Economics
(2005) - et al.
Earnings quality in UK private firms: comparative loss recognition timeliness
Journal of Accounting and Economics
(2005) - et al.
Earnings quality at initial public offerings
Journal of Accounting and Economics
(2008) - et al.
Matching delivered performance
Journal of Contemporary Accounting and Economics
(2005) The conservatism principle and the asymmetric timeliness of earnings
Journal of Accounting and Economics
(1997)- et al.
The importance of accounting changes in debt contracts: the cost of flexibility in covenant calculations
Journal of Accounting and Economics
(2002) - et al.
Conservatism and debt
Journal of Accounting and Economics
(2008)
Regulatory monitoring as a substitute for covenants
Journal of Accounting and Economics
The determinants of corporate board size and independence
Journal of Financial Economics
Empirical research on CEO turnover and firm-performance: a discussion
Journal of Accounting and Economics
Leadership structure: separating the CEO and chairman of the board
Journal of Corporate Finance
What happens to CEOs after they retire? New evidence on career concerns, horizon problems, and CEO incentives
Journal of Financial Economics
The impact of performance-based compensation on misreporting
Journal of Financial Economics
Financial accounting information, organizational complexity, and corporate governance systems
Journal of Accounting and Economics
Financial reporting incentives for conservative accounting: the influence of legal and political institutions
Journal of Accounting and Economics
Financial accounting information and corporate governance
Journal of Accounting and Economics
A contracting perspective on earnings quality
Journal of Accounting and Economics
Boards: does one size fit all?
Journal of Financial Economics
Asymmetric treatment of reported pension expense and income amounts in CEO cash compensation calculations
Journal of Accounting and Economics
The use of equity grants to manage optimal equity incentive levels
Journal of Accounting and Economics
Corporate governance, chief executive officer compensation, and firm performance
Journal of Financial Economics.
Do firms manage earnings to meet dividend thresholds?
Journal of Accounting and Economics
A theory of friendly boards
Journal of Finance
Restructuring charges and CEO cash compensation: a reexamination
Accounting Review
An incomplete contracts approach to financial contracting
Review of Economic Studies
Corporate governance and accounting scandals
Journal of Law and Economics
Management turnover and governance changes following the revelation of fraud
Journal of Law and Economics
Firm performance and mechanisms to control agency problems between managers and shareholders
Journal of Financial and Quantitative Analysis
The role of accounting conservatism in mitigating bondholder–shareholder conflicts over dividend policy and in reducing debt costs
The Accounting Review
The association between outside directors, institutional investors, and the properties of management
Journal of Accounting Research
Production, information costs, and economic organization
American Economic Review
Corporate finance structure, incentives, and optimal contracting
The effects of accelerated revenue recognition on earnings management and earnings informativeness: evidence form SEC staff accounting bulletin No. 101
The Accounting Review
Chief executive officer equity incentives and accounting irregularities
Journal of Accounting Research
The economics of agency
The effects of corporate governance on firms’ credit ratings
Journal of Accounting and Economics
The determinants of board structure at the initial public offering
Journal of Law and Economics
The debt-contracting value of accounting information and loan syndicate structure
Journal of Accounting Research
Is financial reporting shaped by equity markets or by debt markets? An international study of timeliness and conservatism
Review of Accounting Studies
Sensitivity, precision, and linear aggregation of signals for performance evaluation
Journal of Accounting Research
Incentive contracting and value relevance of earnings and cash flows
Journal of Accounting Research
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We thank the following for helpful comments and suggestions: Stan Baiman, Karthik Balakrishnan, Anne Beatty, Jim Brickley, John Core, Thomas Hemmer, Mirko Heinle, Rick Lambert, David Larcker, Thomas Lys (Editor), Michael Roberts, Daniel Taylor, Rahul Vashishtha, Michael Willenborg, Jerry Zimmerman, conference participants at the 2009 Journal of Accounting & Economics Conference, and seminar participants at Australian National University, University of Western Australia, University of Queensland, University of New South Wales, and Vanderbilt University. Armstrong is grateful for financial support from the Dorinda and Mark Winkelman Distinguished Scholar Award.