Regulators are contemplating or mandating precise measurement of financial climate‐risk exposure to promote sustainable investments. We show that such mandates can be counterproductive in the presence of social funds that catalyze change by subsidizing the adoption of cleaner production technologies. Firms can exploit a social fund's impact motive by measuring their climate‐risk exposure imprecisely. This strategic imprecision prevents the fund from distinguishing between firms that require subsidies and those that would switch to clean technologies for financial reasons alone, thereby increasing the ex ante subsidies firms can extract. A by‐product of this rent‐seeking behavior is that firms adopt clean technologies more frequently than would be jointly efficient under precise measurement. Our analysis suggests that the regulatory push for precise climate‐risk measurement can reduce social funds' impact and the frequency of green transitions.

Visionary CEOs have strong beliefs about the right course of action for their firms. How should a board of directors that does not necessarily share the visionary CEO's confidence advise and monitor the CEO? We consider a model in which the board can acquire costly information about the firm's optimal strategic direction. The board not only advises the CEO on strategy, but also must approve it, and the CEO exerts effort to implement the strategy. We find that the board gathers less information when the CEO believes more strongly in his vision. Further, depending on the strength of the CEO's belief bias, the board either plays an advisory role, a monitoring role, or a rubberstamping role. The model predicts that in firms that are led by highly visionary CEOs, boards are passive in that they acquire little information and rubberstamp the visionary's proposal. Nevertheless, shareholders prefer the visionary over an unbiased manager in industries in which obtaining information about the correct course of action is difficult and costly.

This paper studies the effects of managerial optimism on the optimal design of debt covenants. We find that managers who are more optimistic about the future success of their investment ideas provide lenders with greater control rights via tighter covenants. This is optimal for optimistic managers even though they understand that tighter covenants increase the probability of covenant violations and lead to excessive lender intervention. The broad reason for this result is that optimists wish to write contracts that repay lenders more frequently in bad states rather than in good states, and the only way to achieve this is by granting lenders more control rights. Our model generates new predictions and offers a novel explanation for the empirical evidence that covenants in debt contracts are set very tightly and are often violated.

We examine the effects of accounting standards and regulatory enforcement on entrepreneurial innovation and social welfare. When the entrepreneur issues a financial report that violates the accounting standards, a regulatory agency may detect the violation and bring charges. We find that when regulatory penalties are relatively insensitive to the magnitude of the violation, optimal standards are sufficiently low that they induce full compliance, and increase as the intensity of enforcement increases. In contrast, when regulatory penalties are sensitive to the magnitude of the violation, optimal standards induce non-compliance and decline as the intensity of enforcement increases.

We examine how the threat of litigation affects an entrepreneur's reporting behavior when the entrepreneur (i) can misrepresent his privately observed information, (ii) pays legal damages out of his own pocket, and (iii) is optimistic about the firm's prospects relative to investors. We find higher expected legal penalties imposed on the culpable entrepreneur do not always cause the entrepreneur to be more cautious but instead can increase misreporting. We highlight how this relation depends crucially on the extent of entrepreneurial overoptimism, legal frictions, and the internal control environment.

We study the optimal information system in a debt contracting setting in which managers can engage in value destroying risk-shifting behavior. The information system issues early-warning signals that allow lenders to take corrective actions such as liquidating unprofitable projects. When managers are empire builders, the optimal system exhibits a conservative bias that leads to excessive early-warning signals and excessive project liquidations relative to first best. In contrast, when managers have a strong preference for a quiet life, the optimal system exhibits a liberal bias that leads to insufficient early-warning signals and excessive project continuations. The broad intuition is that excessive liquidations (continuations) impose costs on managers who have a preference for empire building (a quiet life), and these costs are more severe when managers take excessive risks. The bias in the information system therefore permits managers to commit not to engage in risk shifting and facilitates debt financing.

We analyze the board of directors' equilibrium strategies for setting CEO incentive pay and overseeing financial reporting and their effects on the level of earnings management. We show that an increase in CEO equity incentives does not necessarily increase earnings management because directors adjust their oversight effort in response to a change in CEO incentives. If the board's responsibilities for setting CEO pay and monitoring are separated through the formation of committees, then the compensation committee will increase the use of stock-based CEO pay, as the increased cost of oversight is borne by the audit committee. Our model generates predictions relating the board committee structure to the pay-performance sensitivity of CEO compensation, the quality of board oversight, and the level of earnings management.

Firms that wish to raise capital from external investors can signal favorable private information about their long-term prospects by publicly adopting a liberal accounting system that increases the probability of an overstated financial report. All else equal, the liberal bias deteriorates investors' ability to make efficient investment decisions, which increases the firm's cost of raising capital as investors price protect. But the fact that the firm is willing to adopt such a bias signals booming long-term prospects, which ultimately allows the firm to raise capital at more favorable terms. We also study the effects of accounting standards that require firms to generate unbiased financial reports. Unbiased reporting leads to efficient investment decisions but prevents firms from signaling private information, which reduces their incentive to improve long-term prospects. We find that giving firms discretion over reporting choices is optimal in innovative industries, whereas enforcing unbiased reporting is optimal in traditional industries.