More Long Term Compensation and... More Fraud?
James C. Spindler
University of Texas School of Law; McCombs School of Business, University of Texas at Austin
January 16, 2012
I show that heeding recent calls to reduce agency costs and managerial short-termism may, in fact, lead to more fraud but better welfare outcomes. In the model, shareholders choose the manager's compensation in light of the manager's dual roles of exerting effort and making disclosures regarding the firm's value. A measure of agency cost is provided by the manager's relatively shorter time horizon. Where agency costs are small, shareholders award equity compensation, leading to both effort and some level of fraud. Where agency costs are large, shareholders will be unwilling to award performance-based compensation due to the high level of fraud that managers would undertake. The principal findings are (1) fraud can be a sign of relative economic health, in that it is more likely to occur when effort is exerted and returns to effort are higher, (2) the incidence of fraud-inducing compensation increases as agency costs decrease, and (3) when agency costs are high, reductions in agency costs actually increase the incidence of fraud. Regulatory implications include that deterring fraud, even absent adjudicatory error, may be socially inefficient; rather, policy should be oriented toward internalizing costs of fraud onto shareholders and enhancing freedom of contract.
Keywords: securities, SEC, fraud, reporting, disclosure, compensation
JEL Classification: G3, K22
Date posted: January 17, 2012
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