Efficient and Opportunistic Choices of Accounting Procedures: Corporate Control Contests

Accounting numbers are an integral part of the firm's formal and informal contracts (Watts 1974; Holthausen and Leftwich 1983; Watts and Zimmerman 1986; Ball 1989; Christie 1990). This contracting-based theory of accounting is based on the premise that managers choose particular accounting procedures either efficiently to maximize the value of the firm, or opportunistically to make the manager better off at the expense of some other contracting party (Holthausen 1990). The relative amounts of efficiency and opportunism depend on controls on managers' accounting discretion. Such controls include monitoring by the board of directors, competition from the product markets and from within the firm by other managers, and the discipline of the market for corporate control. It is difficult to determine whether managers make accounting choices to maximize firm-value. Empirical tests often assume opportunism and usually reject the null hypothesis of no association between accounting choice and firm-specific variables such as leverage (Christie 1990). However, many of the empirical regularities interpreted as evidence of opportunism can also be interpreted as occurring for efficiency reasons, which serves to confound these findings (Watts and Zimmerman 1986; Watts and Zimmerman 1990; Sweeney 1994). The few tests based on efficiency rationales find an association between the contracting variables and accounting choice (Zimmer 1986; Whittred 1987; Malmquist 1990; Mian and Smith 1990a). This paper measures the relative influences of efficiency and opportunism in accounting choice by examining a non-random sample that maximizes the probability of finding opportunism. Economics and finance studies document that corporate control actions such as tender offers and proxy fights discipline opportunistic managers. Therefore, we select a sample of takeover targets and examine this sample for evidence of managerial opportunism in choice of accounting procedures. A key assumption of our tests is that, prior to the control action, corporate control targets contain more non-value-maximizing managers than surviving firms in the same industry that were not targets of corporate control actions. This assumption allows us to use surviving firms' accounting procedures as the benchmark for the efficient accounting choice. In this application of Alchian's (1950) "economic Darwinism," surviving firms on average are more efficient than non-surviving firms. An unbiased estimate of accounting