Transparency and conflicts of interest

The prime aim

• Understand conflicts of interests that origin from the intermediaries between the investors and the top managers

• Extend the standard view in corporate governance from owner-manager relations to encompass the role of multiple players and multiple conflicts

• A few comments about the regulatory institutions.

Transparency:

The extent to which outsiders can evaluate firms’ operations

Depends on

• Type of information (accounts, governance disclosures, accounting principles)

. • The level of information

• What the information means to the user of financial statements

No optimal level of transparancy

Factors influencing the level of information:

• Distribution of costs and benefits of information

• Bargaining power of the various stakeholders

• The debt/equity ratio: the scrutiny of banks raises the information level

• Negative information reduces the shareholder value (keeps the transparency at a low level).

The framework of contracting

Interface between investors and management:

• Auditors

• The boards

• Analysts

• Brokers (person, who sells and buys at a stock exchange) • Investment bankers, Hedge funds and private equity funds

Asset management: example of mediators

Hedge funds• A small stake in a company • Launch proxy fights for corporate control

Equity funds• Majority owners • Ownership motivated by a governance arbitrage (delist

companies, restructure over a period of 3-7 years and public again)

Intermediation failure: the Enron case

The business model of Enron:• Founded in 1985 through the merger of two gas pipeline

companies

• 1990, 75 per cent of gas sales were transacted at spot prices rather than through long-term contracts

• 2001, Enron had become a conglomerate: owned and operated gas pipelines, electricity plants, pulp and paper plants, broadband assets and water plants internationally

Theory of intermediation

Similar to the contractual approach to corporate governance• Calls attention to private benefits of misbehaviour

• Contractual approach: misbehaviour due to properties of transactions and contracts

• Theory of intermediation: misbehaviour due to difficulties to manage official action and influence.

Theory of intermediation……..

Rules and institutions matter:• Do not only constrain, but they also enable strategic

choices

• Auditors, investment bankers and analysts develop new business practices from inside institutions

• Institutional innovations usually contribute to good economic performance, but some players misbehave

Theory of intermediation……..

Misbehaviour and cheating are associated withconflicts of interests:

arise “when an executive, an officeholder or even an organization encounters a situation where official action or influence has the potential to benefit private interest”

Limitations of the contractual approach:

Institutional supplements to contracts:

• Need of an institutional theory

• Innovations in institutions as adaptations to institutions

• Innovative, optimising and maximizing behaviour supplemented with imitative behaviour (“herding”)

Regulatory institutions

Principle for a mixed economy: The private sector by itself should reach a consensus about

appropriate rules and standards. Public authorities monitor private regulatory institutions

and intervene if the self-regulatory forces of the private sector fail.