98-009

IMPLICIT CONTRACTS AND THE THEORY OF THE FIRM

George Baker, Robert Gibbons, and Kevin J. Murphy

We analyze the role of implicit contracts based on noncontractible performance measures in determining whether transactions will occur in firms, in "relational contracts" (implicit contracts in markets), or in spot markets. We derive four results: (1) implicit contracts (whether inside or outside firms) cannot exist if the spot market offers an inferior but sufficiently palatable alternative; (2) vertical integration is an efficient response to widely varying supply prices; (3) incentives are "higher-powered" in relational contracts than in firms; and (4) transfer pricing is part of the firm's performance-measurement and incentive system, not a device for allocating resources. Our model suggests why "management" (the development and implementation of unwritten rules and codes of conduct) is essential in organizations.

O&M
41 pages

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