2. stealing and speculative attacks
2.1 A simple model
Consider the following simple model, which is related to LLSV (1999b) although they assume a different timing for expropriation relative to investment. As in Jensen and Meckling (1976), the conflict of interest is between insiders (managers) and outsiders (equity owners in our simple model). The manager own share α of the firm and outsiders own share 1 – α. Retained earnings are denoted by I. The manager stealing S≥0 of retained earnings and obtains utility of S from terms. We use “stealing” as shorthand for more general forms of expropriation by managers.
Stealing is costly and the manager expects to lost C(S)=S2/2k when he steals because, for example, other people need to be paid off and there is some probability that the manager will be caught and punished. A higher value of k-representing, in this case, weaker corporate governance rules or a weaker legal system or both–means that it is less costly to steal. Thus, the value of stealing, S-C(S), is concave in S. The marginal value of stealing falls as the amount stolen increases because it becomes harder to steal as the absolute amount of theft increases; the stealing becomes more obvious and easier for a court to stop1.
The manager invests what he does not steal in a project that earns a gross rate of return R, which is greater than one, and from which he obtains the share α of profits. The manager’s optimization problem is given by
Maxs U(S; R,k,α) = Max[αR(I-S)+S-(S2/2k],
and the optimal amount of theft, S*, is found by solving
∂U /∂S = 1 – (S*/K) – αR=0,
Which yields
S*(R,k,α) = k(1-αR).
We assume that the parameter values are such that the manager will not attempt to steal more than the total amount of retained earnings, or S*(R,k,α)≤ I. This simplifies the analysis by avoiding a corner solution, without changing the main insights.
The manager equalizes the marginal cost and marginal benefit of stealing. Because the manager owns α of the firm, he has an incentive to invest at least some of the firm’s cash rather than to steal it all. As α rises, the equilibrium amount of stealing falls. As k rises, the amount of stealing in equilibrium rises. If α›1/R, the manager’s stealing is “negative”, meaning the manager puts in some of his own money into the firm, perhaps to keep the firm alive and enjoy “positive” stealing in future (Friedman and Johnson, 1999). For our purposes, we assume that α is low enough that the manager chooses to steal. Alternatively, we could assume that the manager is credit constrained. In this static model, assuming that the manager never steals less than zero dose not substantially alter the analysis.
Differentiating the optimal stealing equation with respect to R give
(∂S*/∂R) = -αk
An increase in the rate of return on the invested resources reduces the amount of stealing because it raises the marginal opportunity cost of the stolen resources.
A larger α means ∂S*/∂R is more negative. If the manager owns more of the firm, then a given increase in the return on investment convinces him to put more resources into the investment project and, therefore, to steal less. Conversely, if the manager owns more but the return on investment declines, then he steals more.
A larger value of k means that ∂S*/∂R is more negative. A lower cost of stealing (higher k) both raises the equilibrium value of stealing and makes stealing more responsive to changes in the rate of return on investment. This is because higher k both shifts up the stealing function and makes it less concave (i.e., the returns to stealing do not decrease so strongly.)
The outside investor receives share (1-α) of the returns from the funds that are actually invested in the firm. The expected value of the equity in the firm is therefore
π= R(I – k(1-αR)),
Where π is the equity value of the firm. This is the value of all the equity held by both outsiders and managers, which equals the total value of the firm minus the value of stealing.
Differentiating with respect to R gives the ”absoluteresponsiveness,”
ρa = ∂ π/∂R = I – k + 2Rkα,
which is the sensitivity of firm value to changes in R. This is always positive because we have assumed that the optimal level of stealing is less than I. The maximum value of stealing, given by the first-order condition when αR is zero, is k. We have already assumed that there cannot be “negative” stealing, so k ≤ I, and thus is sufficient to ensure that ρa > 0.
There are two effects of a higher R. The first, direct effect is to raise the expected payoff and thus increase the amount that the investor is willing to put into the firm. Holding the level of stealing constant, the direct effect shows that the value of the firm rises. The second, indirect effect works because higher returns from investment reduce the optimal level of stealing, so ∂S*/∂R < 0
Lower stealing also raises the expected payoff for outside investors and increases the value of the firm.2
What is the effect ∂ π/∂R of changing the penalty for managerial theft, k?
The effect on the absolute responsiveness is
∂ρa/∂Rα - 1
For low values of α R, such that Rα0.
This effect is positive regardless of the value of α. Note that the relation between absolute and relative responsiveness is
∂(ρa)/∂k = ∂ (π ρr)/∂k = π[∂ρr/ ∂k] + [∂π/∂k] (ρr)
The first term is positive. The second term contains ∂π/∂k, which is negative. A higher value of k (i.e., a weaker legal environment) implies that (∂π/∂R)/ π increases, so that the value of the firm, π, becomes more sensitive in percentage terms to a change in the rate of return, R. The same result holds if we allow firms to borrow debt as well as issue equity. However, the presence of debt implies a range of values for R within which a lower value of R actually means less stealing because the manager steals less (or even transfers funds into the firm if that is possible) in order to enable the firm to service its debt and therefore preserve the possibility of future stealing. If R falls sufficiently low, however, then the manager will choose to loot the firm and it will go out of existence. In the data, therefore, we will look at percentage changes in firms' values.