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Reflections On The State Of Accounting Research

And The Regulation Of Accounting

Michael C. JensenHarvard Business School

[email protected]

AbstractI have two separate but related topics to cover today. The first is a critical appraisal of the state of

accounting research, and the second is an analysis of current trends in the regulation of accounting practices

and where they are leading us.

Research in accounting has been (with one or two notable exceptions) unscientific. Why? Because the

focus of this research has been overwhelmingly normative and definitional. As a result, the field hasproduced remarkably little theory or evidence bearing on positive issues. I am not claiming that accounting

lacks theories. Quite the contrary; accountants promulgate "theories" (Edwards and Bell [1961], Sprouseand Moonitz [1962], Chambers [1966], ASOBAT [1966], Ijiri [1967], Sterling [1970]), as rapidly as

the SEC increases disclosure requirements. But in accounting the term "theory" has come to meannormative proposition.

I do not intend my emphasis here on positive analysis to imply that normative issues regarding what should

be are unimportant. Neither academics nor professionals, however, will make significant progress inobtaining answers to the normative questions they continue to ask until they make a more serious attempt to

develop a body of positive theory. It is in this sense that I believe much of what is classified as accountingresearch is useless. The dearth of positive theory explains the almost complete lack of impact of normative

accounting research on professional practice. Furthermore, the belief held by many professionals that thenew "Professional Schools of Accounting" will somehow improve accounting research, itself implies a

disappointment with the payoffs from past accounting research. This failure has not been quite as dramaticin the managerial accounting area where issues such as capital budgeting and transfer pricing have received

considerable attention.

Stanford Lectures In Accounting: 1976 (Graduate School of Business,Stanford University, Palo Alto, California, 1976), PP. 11-19.

Copyright 1976. Michael C. Jensen. All rights reserved.

You may redistribute this document freely, but please do not post the electronic file on the web. I welcome

web links to this document at: http://papers.ssrn.com/abstract=321522. I revise my papers regularly, and

providing a link to the original ensures that readers will receive the most recent version. Thank you,

Michael C. Jensen
http://papers.ssrn.com/abstract=321522


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*I am indebted to Jerold Zimmerman, Ross Watts, William Meckling, and Richard Fortner fortheir comments, criticisms, and su3gestions.

Reflections On The State Of Accounting ResearchAnd The Regulation Of Accounting

Michael C. Jensen*Harvard Business School

[email protected]

Stanford Lectures In Accounting: 1976 (Graduate School of Business,Stanford University, Palo Alto, California, 1976), PP. 11-19.

Introduction

I feel somewhat uncomfortable speaking to such an august body of

professional and academic accountants as this . Though account ing was one of

my main interests during my graduate studies at the University of Chicago,

since leaving Chicago in 1967 I have been primarily interested in finance and

economics. My colleagues at Rochester, however, have helped maintain myinvolvement in accounting by consolidating many of the weekly Finance and

Accounting Workshops. In any case, I apologize in advance for what are sure to

be some gaps in my knowledge of the accounting li terature.

I have two separate but related topics to cover today. The first is a

critical appraisal of the state of accounting research, and the second is an

analysis of current trends in the regulation of accounting practices and where

they are leading us.

Much of what I have to say today is the result of insights I have gained

from discussions with my colleagues at Rochester: George Benston, Bill


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Jensen 2 1976

Meckling, Philip Meyers, Ross Watts, and Jerold Zimmerman. I have borrowed

freely from their ideas, and in some sense what I have to say today represents

my assessment of what I might immodestly label the emerging Rochester

School of Accounting. Ross Watts, in particular, has waited patiently for me to

produce my firs t draf t of a paper on the theory of accounting that he and I have

been trying to write for several years. Many of the ideas we have discussed

appear here. Unfortunately, none of these people can be held responsible for my

errors of fact or understanding. Finally, I'm indebted to Price Waterhouse and

Stanford University for giving me the opportunity to explore these topics with

you.

A Critical Appraisal of Accounting Research

In my opinion, research in accounting has been (with one or two notable

exceptions) unscientific. Why? Because the focus of this research has been

overwhelmingly normative and definitional. As a result, the field has produced

remarkably little theory or evidence bearing on positive issues. I am not

claiming that accounting lacks theories. Quite the contrary; accountants

promulgate "theor ies" (Edwards and Bell [1961], Sprouse and Moonitz [1962] ,

Chambers [1966], ASOBAT [1966], Ijiri [1967], Sterling [1970]), as rapidly as

the SEC increases disclosure requirements. But in accounting the term "theory"

has come to mean normative proposition.

The so-called accounting theory texts are almost entirely devoted to the

examination of questions of a "what ought to be done" nature. These theories,

of course, are not supposed to explain existing phenomena. Let me illustrate my

point in some detail .

The accounting literature focuses almost entirely on such questions as:

1) How should leases be treated on the balance sheet?


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Jensen 3 1976

2) Should replacement (or liquidation) values be used in the balance sheet and

income statements?

3) How should changing price levels be accounted for?

4) How should changes in foreign exchange rates be accounted for by firms with

foreign interests?

5) How should inventories be valued?

6) What should be reported in annual financial statements?

7) Should interim financial statements be ~ audited?

8) How should minority interests in subsidiaries be treated in consolidated

statements?

On the other hand, what is referred to as accounting theory is useless in

trying to answer positive questions about accounting practice. For example:

1) There is much discussion in the literature regarding the "needs" of those using

accounting reports. Why is there little or no attention paid to the "needs" of

the suppliers of accounting reports? What are the supply-side forces, and

what impact do they have on accounting practices?

2) Why do most firms continue to allocate overhead charges to performance

centers?

3) Why do firms change accounting techniques?

4) Why do firms change auditors?

5) Why has the accounting profession been cursed with a strong authoritative bias

- resulting in the establishment of professional bodies such as the CAP, APB

and FASB to rule on "generally accepted accounting techniques"?

6) How have court regulation and rulings influenced accounting practice?

7) Why do firms continue to use historical cost depreciation for other than tax

purposes?

8) Why are public accounting firms organized as partnerships?


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Jensen 5 1976

measure such things as the effect of alcohol consumption on reaction time; they are

similar also in the sense that they are as relevant to accounting issues as these physio-

logical studies.

I do not intend my emphasis on positive analysis to imply that normative issues

regarding what should be are unimportant. Neither academics nor professionals,

however, will make significant progress in obtaining answers to the normative questions

they continue to ask until they make a more serious attempt to develop a body of positive

theory. It is in this sense that I believe much of what is classified as accounting research

is useless. The dearth of positive theory explains the almost complete lack of impact of

normative accounting research on professional practice. Furthermore, the belief held by

many professionals that the new "Professional Schools of Accounting" will somehow

improve accounting research, itself implies a disappointment with the payoffs from past

accounting research. This failure has not been quite as dramatic in the managerial

accounting area where issues such as capital budgeting and transfer pricing have received

considerable attention.

Today, however, the majority of my remarks are leveled at financial accounting.

The History of Progress in Finance

A review of the recent history of finance illustrates the importance of positive

theory in the development of answers to normative questions. Prior to 1958 finance was

in much the same state as accounting is today. Ad hoc theories filled the literature (as

well as practice). Institutional details and definitions filled the textbooks, and little or no

valid evidence existed. The theory of finance was riddled with logical inconsistencies and

was almost totally prescriptive, that is, normatively oriented. The major concerns of the

field were with optimality issues associated with dividend, investment, capital structure,

and working capital policies. Little attention was paid to markets, individual incentives,

or the nature of equilibrium in the analytical finance setting.


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Jensen 6 1976

Then, around 1958, came the Modigliani-Miller propositions, the Theory of

Random Walks, and Markowitz's portfolio theory. The orientation of the first two was

solidly positive, the third was totally normative. Several years later, however, the mean-

variance portfolio theory was turned on its head to generate a positive theory of the

pricing of assets under conditions of uncertainty (Sharp [1964] , Lintner [1965]). In 1973

the Black-Scholes option pricing model was published, and more recently the growing

normative literature on the theory of agency has been used by Bill Meckling and myself

[1967a] to address many positive problems in the theory of the firm and corporate

finance.

In the dozen years between 1958 and 1970, finance research at the leading

universities had little to do with the practice of financial managers. We took a sojourn

into a highly artificial world of perfect markets, no transactions costs, etc., and we were

able to generate a whole set of "don't count theorems." Most of us, I think, felt somewhat

uncomfortable trying to teach students what to do in practice, and some were even

slightly antagonistic to the notion of dealing with the "real" problems of the corporate

financial manager.

But suddenly, in the last five years finance theory has become rich enough to

enable us to address all sorts of practical issues, including:

1) the factors determining the indenture provisions in bond contracts,2) the effects of bankruptcy and bankruptcy costs,3)procedures for optimal utilization of information in portfolio selection,4) evaluation of portfolio performance,5) capital budgeting under uncertainty,6) the determinants of an optimal capital structure,7) rights versus underwriting arrangements for new issues,8) optimal pension funding policies,9) the theoretical and empirical effects of mergers.


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Jensen 7 1976

Most of these issues have strong normative content, that is, they imply

policy prescriptions. Let me add that we sti ll do not have all the answers to these

questions nor, indeed, answers to all normative issues in finance. For instance, we

still don't understand why firms pay dividends, and therefore we have little notion

of what constitutes an optimal dividend policy.

Today in most of the major centers of financial research in the U.S., I

believe there is almost as much effort being devoted to the study of pragmatic

corporate financial problems as to the advancement of the frontiers of pure theory.

So we have come full circle back to the normative issues, but armed with a tool kit

which is rich in positive theory and evidence. We are, I believe, in a much better

posit ion to understand the complexities of these problems, and the subtleties of the

nature of equilibrium in the market setting in which corporate and public policy

decisions are made.

Why a Positive Theory of Accounting?

The development of a positive theory of accounting will explain why

accounting is what it is, why accountants do what they do, and what effects these

phenomena have on people and resource utilization. Such a positive theory is a

precondition for answering the normative questions which interest us. Our

experience in finance is consistent with this.

Accounting practices and the ways in which they change are the result of a

complex system in which the divergent interests of many different parties are

brought into equilibrium. Ross Watts [1974] has begun to provide some analysis

of the conflicting interests of various parties and how they interact. Obviously,

some of these parties are easily identifiable as corporate management, internal

accounting staffs, stockholders, creditors, regulators, security analysts and other

users of financial statements, and auditors. But until we better understand the


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Jensen 8 1976

interactions of the effected parties and identify other interested groups, progress

on normative accounting issues will be virtually nonexistent.

William Beaver's [1973] article on "What Should Be the FASB's

Objectives" is a very good illustration of two of the points I wish to make. Bill

bri lliantly summarizes the positive theory of efficient markets, and the theory and

evidence on how disclosure, accounting techniques, and changes in these

techniques effect security prices. He then marshals these results in a very effective

way to address the normative question: What should the FASB do? His article,

therefore, is a premier example of what I mean when I say that useful answers to

normative questions can be obtained only after we have a solid body of positive

theory and consistent evidence.

On the other hand, Bill's article represents a good example of the second

point I'm trying to make. Neither he nor anyone else I know of has a decent

posit ive theory to explain how the conflicting forces which bear on such bodies as

the FASB are brought into equilibrium. The development of such a theory requires

something akin to a theory of regulation, which is only just beginning to develop.

Given this fact, neither Bill, nor I, nor anyone else has any worthwhile suggestions

to make regarding the implementation of a positive program which would have

any chance of bringing his suggestions to fruition. To do this we would have to

devise changes in the institutional structure which will cause the equilibrium we

observe to shift in a desired direction. Without such a theory I fully expect his

suggestions to fall on deaf ears.

Articles by Horngren [1973], and Meckling and Zimmerman [1976]

represent very interesting attempts to provide a positive analysis of some aspects

of the system, and to develop a theory which would help us to implement some of

Beaver's suggestions. Horngren's article on "The Marketing of Accounting

Standards" is an important first step in considering the forces which impinge on


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Jensen 9 1976

the behavior of the FASB and I commend it to you all. It lacks, unfortunately,

explicit consideration of the objectives and incentives of the individual members

of the FASB, the SEC, public accounting firms, etc., as well as a theory of the

political process. I shall expand on this in a moment.

The Meckling-Zimmerman article focuses on the current movement to

establish new and separate "Professional Schools of Accounting." They analyze

the forces behind this movement and the likely implications of the establishment

of such schools for the quality of accounting training and research, the welfare of

public accounting firms and business schools, and social welfare in general.

Interestingly enough, the Journal of Accountancy, which has its own objectives,

refused to publish their article because it was "untimely." The influence of politics

and self-interest extend to more than just the SEC and FASB, and the sooner we

recognize that fact, the better we will be able to understand the complex system

with which we are dealing.

Normative research in accounting now takes the form of attempts to find

answers to questions which are phrased in an absolute sense regarding what is

"right" and what is "wrong," or what are the informational "needs" of investors

and how can accountants meet these "needs." The only way we will obtain useful

insight into these issues is to rephrase them in the following way:

What kinds of institutional changes will change the incentives facing the

interacting parties so to move the equilibrium solution in a "preferred"

direction?

Simplistic calls to arms will not, in and of themselves, be successful.

Obviously, the word preferred implies tile existence of an objective function and

it is here that we must be careful to distinguish the viewpoint we are taking. Are we

talking about optimal policy from the point of view of the corporate owner, or creditor, or


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Jensen 10 1976

auditor, or "society"? These viewpoints will not, in general be consistent, and yet it is

often unclear in the debates over what accountants should dojust exactly what viewpoint

is being taken. Instead, we commonly observe an empty amalgam of conflicting

objectives. Consider the following statement in Hendriksen's [1972, p. 2] Accounting

Theory text:

The major emphasis in this book is on the development of financial

accounting theory based on the objectives of reporting to stockholders,

investors, creditors, and other outside interests, although the objectives of

reporting to management are taken into consideration in specific instances

where the objectives overlap. Consideration is also given to meeting the

objectives of general social and economic interests of a nation or

geographic area.

There is simply no way in which all these objectives can be simultaneously satisfied.

It astonishes me how the unending discussions regarding what accounting should

be can be carried on without the wordsPareto Optimality ever being mentioned, much

less used in any substantive sense, even though there are often references to the interests

of society. Instead, the discussion is couched in terms such as "usefulness" which are

essentially empty of content. The only way these issues can in fact ever be answered is in

terms of choices based on the real effects of various alternative actions on people, their

behavior, their wealth, and their utilization of resources.

The only segment of the accounting literature I know of in which the Pareto

Optimality notion plays a role is the recent state preference related literature on infor-

mation production and disclosure which is receiving fairly intense attention here on the

West Coast. Unfortunately, most of that literature has little or nothing to do with

substantive accounting problems, even though it has pretensions in that direction. Most of

it amounts to the generation of "possibility theorems"; as, for example, the delineation of


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Jensen 11 1976

the conditions under which the production or disclosure of "information" will make all

investors better off, worse off, or some better and some worse off. Little or no attention is

paid to the question of what institutional arrangements, if any, would induce the

maximizing individuals involved to produce or provide the "socially optimal"

information. The analysis has policy implications oil), if one assumes there exists some

deus ex machina which will bring about the desired results. In all the cases I've seen so

far there are no institutional arrangements which will induce "optimal" behavior on the

part of individuals. The analysis is a good example of the Nirvana fallacy.

The other major thrust of this analysis is in the delineation of the set assumptions

which must be made on the farm of individual utility functions, distribution of resources,

etc., in order to draw some specified set of implications. But this work is little more than

the rigorous manipulation of toy logical structures which entirely lack empirical content.

It leads to no new understanding of the workings of the world. To this I ask: Why do we

care? I hasten to add that there is much work in finance of a similar nature, and it is

subject to the same criticisms.

Developing a positive accounting theory is not going to be an easy task. It will not

arise full blown out of the work of any single individualthe problems are too big for

that. I expect that it will take at least ten to fifteen years far us to generate a substantial

body of results. Furthermore, I am not so naive as to believe that my suggestions today

will be received with much enthusiasm from either the professional or academic arms of

the profession. Understandably, the professionals will not be intrigued by the prospect of

having the best minds in the profession diverted from currently pressing issues and

devoted to such long range questions as I have raised.

I do not expect anything other than a small minority of academic accountants to

find my suggestions attractive. Why? Simply because the training and background of the

majority of academics leaves them ill-equipped to address these positive issues. No one

wants to find himself obsoleteleast of all an academician. Furthermore, it is totally


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Jensen 12 1976

unreasonable to expect him to contribute to his own demise. Analysis of these positive

issues is at least as much an economic as an accounting problem, and will require

knowledge of the theory of finance, the theory of the firm, organization theory, decision

theory, the theory of regulation, and political theory.

The requisite decision theory and theory of finance are well along in their

development. Political theory, the economic theory of the firm, and the theory of

regulation are only now receiving real attention and they have a long way to go in their

development.

Little of that which has been bequeathed to us by the behavioral sciences passing

for "organization theory" deserves the appellation "theory." As far as I can tell, it is

empty of general positive propositions which are both internally consistent and supported

by evidence. There is, however, increasing interest in these problems now in evidence in

the economics literature. I believe we will begin to see significant progress made towards

the achievement of some fundamental knowledge of organizational problems in the

future. The development of a body of accounting theory will not only draw upon these

results but will also, I believe, contribute some substantial advances of its own towards a

legitimate theory of organizations.

Some Guidelines for Change

Some major changes must occur in accounting research if a positive theory of

accounting is to be developed. One of these I have already mentioned: Accountants must

start asking the right questions. Why do we observe what we observe? What are the

equilibrating mechanisms and the associated incentives in the system?

But merely asking the right questions is not enough. There must be considerably

more attention paid to the implicit models of' man that lie at the heart of such analysis.

All too often individuals are conceptualized in accounting theories as being incapable or

uninterested in caring for themselves. This leads to a very scrawny, undernourished body


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of theory which in no way captures tile vital and robust character of the world. A much

richer set of hypotheses will be generated if we correct this error.

Bill Meckling and I commend to you the notion of the individual as a

Resourceful, Evaluative, Maximizing Man, or as we have labeled trim, REMM. (I

apologize for the chauvinistic character of REMM, but somehow REMP does not seem to

roil off the tongue in quite tile right fashion.) Our REMM is "Resourceful in that lie

`reasons' about the consequences of changes in his environment and in his own behavior

[and he is creative] he is an Evaluator, he has preferences [about almost everything and

substitutes among alternative ends in all dimensions] , and, finally, lie is a Maximizer, lie

acts so as to achieve the highest level of `good' as lie perceives it." (A more detailed

discussion of RE:MM and his uses is available in Meckling [1976] .)

REMM is to be distinguished from:

Sociological Man , who is almost entirely the product of his cultural

environment, a role player like an ant or a bee who does not evaluate.

His behavior is by and large independent of the incentives he faces.

Psychological Man, who is resourceful and who evaluates hut whose wants

are not comparable to one another. He therefore does not substitute

among goods; i.e., he makes no tradeoffs. His "needs" are arranged in

a hierarchical order.

Economic Man, a short run money Maximizer with limited resourcefulness.

Political Mart, who is in a certain sense an evaluator and a maximizer, but lie

is not REMM. He is an altruist who is assumed to he always

attempting to maximize the "public good." lie has no individual wants

or desires other than this "public good."

I'm sure you will, upon reflection, see that all these notions of man are frequently

used in all the social sciences and especially in accounting. For instance, the accountant is


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Jensen 14 1976

often represented as sociological man he dues what he does because he has been educated

to do so, indoctrinated with professional ethics, and directed by the rules of' "generally

accepted accounting principles." He has no personal wants or creativity and does not

respond to incentives presented to him by his environment.

Mr. Burton, who shares the podium here today, explicitly expressed his view of

the accountant as sociological man in his speech on "The Need for Professional

Accounting Education." This position is usually only implicit in accounting research; he

put it as follows:

Business schools tend to emphasize an approach geared substantially to

profit maximization in a competitive environment.

Accountants on the other hand need a different approach. They need what

might be called the dispassionate professional approach. Alone among the

professions the accountant achieves his social purpose by being independent

of his client rather than serving the client's interest to the exclusion of others

or following his own profit maximizing interest. These approaches are not

necessarily mutually exclusive, but the fundamental objective of the public

accountant is one of independence. This approach needs to be instilled at an

early stage. I suggest that a number of the problems which the accounting

profession is having today arise because this fundamental approach has not

been sufficiently ingrained (Burton [1975, pp. 6, 7] ).

The user of financial statements is often characterized as psychological man he

"needs" objectivity and is unwilling to sacrifice any of' it to obtain anything else (such asunbiasedness); he makes no tradeoffs.

The member of the APB, or FASB, or regulatory bodies such as the SEC is

generally thought of as political man he is an altruist, solely interested in discovering

what is "right." lie pursues truth with total disregard for his own personal interests. Many


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Jensen 15 1976

people, in the comfort and secrecy of their own homes, allow themselves to think of these

men as REMM's individuals with personal interests and drives who are more likely to

lake a given action, whatever its consequences for the "public good," if the private

benefits to themselves are larger. This heresy, however, seldom finds its way into print in

the accounting literature and never into accounting theory, although Watts [1974] and

Watts-Zimrnerman [1976] are exceptions.

Gentlemen, I submit to you that Mr. Burton, just like you and me, is better

understood as a REMM than as a political man. So, too, I might add, is the auditor, the

manager, the banker, etc., and any other bureaucrat I don't mean to pick on Mr. Burton

personally. The sooner we recognize that all these individuals are REMM's and we

incorporate formal analysis of their maximizing behavior in our models, the sooner we

will develop positive theories which will give us some fundamental understanding about

why the system reaches the equilibrium it does, why the professional boards seem to

continually fail, why Mr. Burton does what he dues, and what we can do to stop him.

Once we begin to think of each individual in the system under study as a REMM

we are then led quite naturally to inquire into the characteristics of the incentives he faces

in order to explain his behavior. That is, we are naturally led to a positive theory of

accounting. We want to understand, for instance, the costs and the benefits generated by

alternative disclosure actions on all parties and how individual REMM's will react. With

this accomplished, we will be able to understand how the system operates and to make

predictions. And eventually, we will be able to make normative statements.

Purely positive research cannot be accomplished without some consideration of

some normative issues. However, there is a subtle but important difference between such

normative considerations and what usually goes on in accounting. When we construct

positive theories we endow our REMM's with objectives. We take a normative approach

to each of the REMM's decision problems and solve for the optimal policies. Then we

assume that all the REMM's in our problem behave according to our optimal policies and


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Jensen 16 1976

investigate the characteristics of the resulting equilibrium. Given this description of the

equilibrium, we can then address the normative public policy issues. This, I maintain, is

very different from the normal procedures followed in accounting, which amount to

standing in a hole contemplating Mount Olympus and trying to figure out how to jump

over it without first climbing out of the hole.

Looking at the methodological problem in this "bootstrapping" way also suggests

that I may have been a bit too hard in my blanket criticisms of accounting research. Some

of that research is directed at determining what effects alternative accounting policies

have on various reported measures such as income, etc. There is little doubt that some

knowledge of these effects will play an important role in the development of a positive

theory. To date, however, that research does not aid in answering any normative

questions. Without a theory which is well founded in maximizing behavior by individuals

we don't know what measures (reported or not) are important. Furthermore, we don't

know what effects, if any, these alternative accounting techniques have on individual

behavior or resource utilization.

I wish I understood better why accounting researchers have avoided developing

positive theories and why the concept of REMM has played such a small role in

accounting research. (Notice that answers to both these questions themselves require

positive theories.) One simplistic hypothesis is that the continuing pressure of the

regulatory climate over the past decades has confronted accountants with the ever present

(and real) spectre of constraints and control. This has played a large role in focusing the

professional and academic debates and research on superficial questions of the "right"

way to do things in some undefined and absolute moral sense. The current debates

surrounding the euphemism "sensitive payments" and the legal liability of auditors to

disclose these payments as well as management fraud are good examples of this focus.

There has been almost no attention paid to the positive effects of various policies on the

involved parties such as stockholders and auditors. In practice, the debate has centered on


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Jensen 17 1976

moral issues. This is not at all unusual and is, I think, about par for what we can expect

out of the political sector. It simply doesn't pay for REMM's, like Mr. Burton, to pay a

great deal of attention to the real effects of the actions of the SEC. It is not, I believe, in

his (or any other bureaucrat's) interest to maximize the "public good."

This brings me to the last set of thoughts I would like !a leave with you today.

Regulation of Accounting Standards and Disclosure and

the Attack on Corporations

Since Mr. Burton took office as the Chief Accountant of the SEC in 1972, that

body has played an increasingly strong role in the establishment of accounting anddisclosure standards. Great concern has arisen in the accounting profession that the

establishment of such standards is being usurped from the private sector. Although the

SEC has for 40 years had the statutory authority to set such standards, it had previously

allowed this function to remain in the private sector with the CAP and its successor, the

APB. The creation of the FASB was due in part to a desire to keep the authority for

setting standards in the private sector. Even with the FASB, however, the SEC continues

to play a stronger role in the setting of standards. Its recent requirements for disclosure of

replacement costs of productive capacity and inventories are only a small example.

The question regarding why the SEC voluntarily limited its standard setting

activities for 40 years, even though it had the legal authority to mandate accounting

practices, is another fascinating question worthy of study. If we knew why this occurred

and why the recent changes in policy have come about, we would be in a much better

position to understand the future of accounting. I do not believe, incidentally, that the

simplistic hypothesis that the change was solely due to the appointment of a new Chief

Accountant will stand the test of time and analysis. I do not believe that it was merely an

accident that an "activist" was appointed to succeed Mr. Barr, the former Chief

Accountant for 33 years.


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Jensen 18 1976

At the same time that the SEC has played an increasingly strong role in dictating

standards, it, along with the courts, has been moving to bring about substantial changes in

the function of the auditors as I'm sure you are all aware. Auditors are increasingly being

pressured by both the SEC and the courts to accept liability for failure to disclose

"material items" and management fraud. I have seen estimates of pending class action

lawsuits against auditors ranging from 200 to 1,000 such cases for which damage claims

run into hundreds of millions of dollars. There are also pressures building to bring

auditors into the certification of interim statements, financial press releases, line of

business reporting, and, in a recent bill proposed by the SEC, for evaluation and

certification of corporate internal control systems.

I believe that these events and others which are causing substantial consternation

in the accounting profession today are not unique to your profession. They are, in fact,

additional manifestations of a major and continuing attack on the corporation as an

organizational form. Large corporations are being forced by law and by threat of law

(euphemistically called "social responsibility") to serve as a vehicle for effecting all sorts

of social reform - from the alleviation of discrimination and poverty, to the establishment

of training and pollution programs. The motivating force behind this is the fact that

corporations represent large visible blocks of wealth which are particularly vulnerable to

expropriation by special interest groups and the political sector.

Politicians, bureaucrats, and special interest groups are using the notion of social

responsibility- and the power of the political sector to effect wealth transfers from

corporate owners, creditors, and the consumers of the corporation's product to others in

society. This phenomenon is not limited to the corporation alone. In its most general

form, it amounts to a continuing process in which the political sector is gradually

destroying private rights to property and private contracting rights by transferring these

rights to the public sector.


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Jensen 19 1976

I do not use the term "rights" in any ethical or moral sense, but simply mean it to

refer to actions which the law allows specific individuals (owners) to take, including

writing contracts with others. In another paper [1976] I have outlined the general

magnitude of this problem, and Bill Meckling and I in a joint paper [1976b] have

analyzed the forces at work and their implications for the future of the corporation in

some detail. Our conclusion is that the corporation is being destroyed as a viable form of

organization. Unfortunately, we see no way to halt the process.

I do not have the time today to go into a detailed analysis of this problem. It arises

out of a fundamental conflict between our form of political democracy and the market

system. The government. which possesses ultimate authority over the use of violence,

plays two very different roles. It has the responsibility for protecting the rights of

individuals and for enforcing contracts. But it also has the power through legislation and

through court decisions to alter individual rights. The use of this latter power by

politicians, bureaucrats, and various special interest groups to increase their own welfare

at the expense of others is the basic source of the inconsistency between a political

democracy as we know it and the market system.

I indicated earlier that it is not in the personal interest of politicians or bureaucrats

(including Mr. Burton) to maximize the "public good." The reason is that they are, as

individuals, no different than the rest of us. As REMM's. they prefer more rights to less

and they have the same interest as the rest of us in expanding the set of rights from which

they benefit. Since stability in private rights is by its very nature a constraint on what

government (i.e., bureaucrats and politicians) can do, they have a strong interest in

breaking down the system of private rights. To the extent that they succeed in this, they

extend the market for their services. They use the rhetoric of crises to justify the

revocation and abrogation of private rights which is the currency in which they deal. By

doing so they can expand their staffs, their power, and ultimately their own welfare.


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Jensen 20 1976

Two weeks ago, for example, at a conference in Rochester I listened to an SEC

representative explain that the SEC could not spell out precisely what corporations should

disclose in the realm of so-called "sensitive payments." That position is nonsense. The

reason the SEC does not now articulate such guidelines is that doing so would restrict

their discretionary authority. Guidelines would constrain their power to take future

disciplinary action against various parties; actions which they now perceive they might

want to take at that time. They have little, if any, real interest in sacrificing such power.

If you doubt what I say about the transfer of rights, I ask you to contemplate the

outcomes of all the recent so-called "crises" over civil rights, energy, "sensitive

payments," and various disclosure issues in your own field. I defy you to find even one

instance in which the "solution" has not involved the elimination of some private rights

and the expansion of the power of the political sector. I can think of none except the

move to the volunteer army and the elimination of the mandatory seat belt interlock

system. With the elimination of private rights comes, of course, more governmental

control, more regulation, larger bureaucracies, etc.

The Implications of Current Trends

for the Accounting Profession

Let me return now to some of the current problems facing the accounting

profession. One of the positive questions which I raised earlier was: Why have the

professional standard setting boards persisted for so long in accounting and what have

been their effects? One simple hypothesis to explain their existence is that more uniform

accounting techniques lower the user's information costs in interpreting the reports of any

given company. Once such a board is established as a rule maker, however, it is subject

to many of the same pressures applied to the governmental rule makers at large. It is then

worth the while of special interest groups to expend resources to influence the decisions

of the rule making board to make themselves better off at the expense of others. I think


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this fact is commonly realized in the profession, but has never, to my knowledge, been

the subject of research, except for the recent Watts Zimmerman [1976] study. Zeff [1972]

and Moonitz [1974] provide a fascinating history of the determination of accounting

standards for a number of important issues and the roles played by various special interest

groups. If a valid theory of this process existed, it would be very helpful in attempting to

establish an institutional arrangement such as the FASB in a way such that the

undesirable side effects of the process would be reduced.

I think there are probably good reasons for why the implicit contract between the

auditor and client in the past has not involved the auditor's guarantee of the discovery and

disclosure of fraud. Both parties had the right to negotiate such contracts and they didn't,

even though one can make arguments that it is in the interests of the corporate owners to

do so (Jensen and Meckling [1976a] ). I suspect the reason is that it is too costly to do so,

i.e., that the benefits do not justify it. However, since the theory of agency and

monitoring from which I draw these conclusions is still in its infancy and little

evidence has yet been gathered, we cannot be too confident in them as yet.

Nevertheless, current trends are, in fact: changing the system of private

rights so as to prevent the auditor and client from explicitly entering into a

contract which specifies both that the discovery of fraud is not a purpose of the

audit and that certification provides no warranty against such an event. The

implications of such changes in contracting rights can be analyzed.

Holding auditors liable for undiscovered fraud will increase the cost of

audits because additional resources will be spent in discovery attempts. And the

potential legal liabil ity for undiscovered fraud wil l increase the risk and the

insurance costs of public accounting firms. Since all auditors will be subject to the

same rules, both these increases in cost will be passed on to the corporate clients. I

suspect these additional costs will be substantial and will far outweigh any

productive benefits. Furthermore, the demand for audits by the individual firm will


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not be affected because of the legal constraints already requiring such services. In

a sense, then, the resulting increases in audit fees amount to another special tax on

the corporate form of organization, and will be another factor contributing to its

demise. These increased costs will ultimately be passed on to consumers. If

nationalized firms like Conrail, other public enterprises, or nonprofit organizations

are not subject to the same rules of the game (and I do not believe they will be),

this will simply add to their competitive advantage vis a vis the private corporate

form.

Finally, let me say that I think much of the hope that the FASB will succeed

in keeping the standard setting function in the private sector is naive. The SEC

now holds almost all the cards, and I believe the private sector will lose this power

struggle unless it conforms to the SEC's wishes; and if it does, who cares? The

only way I can see for the private sector to retain the standard-setting power is to

obtain strong support in Congress. But this requires a situation in which the

interest of Congress coincides with that of the FASB and the profession, and I

don't think it does. As soon as another "crisis" arises (or is manufactured, which is

perhaps a better term), the obvious scapegoat will again be the FASB. The only

way I can see for the accounting profession to win this fight is by putting together

a powerful voting coalition to bring pressure directly on Congress. I don't believe

this will happen.

Public accounting firms will undoubtedly incur transition costs resulting

from unanticipated liabilities, training, etc., that won't in the short run be correctly

reflected in fees. Outside of these costs of adapting to the new rules of the game, I

don't see why you care about the outcome. I may, however, vastly underestimate

these transition costs. In the end, the increased auditing costs will, through

increased fees, be imposed on the owners of corporations and the consumers of

their products. To the extent that this reduces the demand for your services by


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Jensen 23 1976

helping to destroy the corporation, the public accounting profession will, of

course, be smaller and this will harm you. But the solution to that problem is fairly

obvious: Use the political sector to make sure that your services are required by

the substitute organizational forms. Lobby to require the private auditing of all

substitute organizations. Make it mandatory that organizations like Conrail,

Amtrak, and local governmental bodies be audited. The proposed 1976 SEC

amendments require all municipalities with outstanding debt in excess of $50

million to publish audited financial statements. This will offset much of the

potential decline in your corporate business for years to come, but I understand it

is receiving relatively little interest in Congress.

In the long run, I suspect your major competitor and the major threat to

your continued viability will be the Governmental Accounting Office. But that's

quite a distance in the future.

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Beaver, William H. "What Should be the FASB's Objectives?" Journal of Accountancy(August, 1973), pp. 49-56.

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Do for the Profession?" (forthcoming in The CPA Journal, 1976).

Modigliani, Franco, and Miller, Merton H. "The Cost of Capital, Corporation Finance,and the Theory of Investment," American Economic Review (June, 1958), pp.261-97.


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ross, agency teori

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