Complementarity, Coordination and Credit

Fedele, Alessandro; Mantovani, Andrea Working Paper Complementarity, Coordination and Credit Quaderni - Working Paper DSE, No. 502 Provided in Cooperation with: University of Bologna, Department of Economics Suggested Citation: Fedele, Alessandro; Mantovani, Andrea (2004) : Complementarity, Coordination and Credit, Quaderni - Working Paper DSE, No. 502, Alma Mater Studiorum - Università di Bologna, Dipartimento di Scienze Economiche (DSE), Bologna, https://doi.org/10.6092/unibo/amsacta/4792 This Version is available at: https://hdl.handle.net/10419/159343 Standard-Nutzungsbedingungen: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Zwecken und zum Privatgebrauch gespeichert und kopiert werden. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich machen, vertreiben oder anderweitig nutzen. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, gelten abweichend von diesen Nutzungsbedingungen die in der dort genannten Lizenz gewährten Nutzungsrechte. Terms of use: Documents in EconStor may be saved and copied for your personal and scholarly purposes. You are not to copy documents for public or commercial purposes, to exhibit the documents publicly, to make them publicly available on the internet, or to distribute or otherwise use the documents in public. If the documents have been made available under an Open Content Licence (especially Creative Commons Licences), you may exercise further usage rights as specified in the indicated licence. https://creativecommons.org/licenses/by/3.0/ Complementarity, Coordination, and Credit∗ Alessandro Fedele†Andrea Mantovani‡ March, 2004 Abstract We consider a start-up firm which applies for a bank loan to implement a project based on complementary activities. The firm has the possibility to improve the complementarity effect by coordinating the activities. Coordination is costly and can be made either by using internal human resources or by hiring a consulting firm. In the former case the choice of coordination is not verifiable by the bank and a moral hazard problem arises, while in the latter information is symmetric. The role of consulting services is thus to mitigate the informational problem. Without consulting, the firm does not coordinate and either obtains no funding or the surplus of the project is not maximized. Keywords: complementarity, inside and outside coordination, moral hazard. JEL Classification: D21, D82, O32 ∗We would like to thank Rabah Amir, Andrea Attar, Vittoria Cerasi, Filomena Garcia, Matthias Kipping, Enrico Minelli and Luca Panaccione for useful comments. Alessandro Fedele gratefully acknowledges financial support from Università degli Studi di Milano. Andrea Mantovani gratefully acknowledges financial support from the Italian Ministry of Education and the University of Bologna within the 60% scheme for year 2004. The usual disclaimer applies. †CORE, Université Catholique de Louvain and Dipartimento di Statistica, Università degli Studi di Milano- Bicocca; email: fed[email protected]e ‡CORE, Université Catholique de Louvain and Department of Economics, University of Bologna; email: mantov[email protected]o.it 1 “Progress in the specific is thwarted by failures in the general”.1 1Introduction The study of the organizational and technological structure of the firm has been recently enriched by the analysis of complementarity that can arise between different activities which constitute a production project. The marginal return from implementing a certain activity can be increased in the presence of other types of activities. However, scant attention has been devoted to the means through which the firm obtains the initial resources that are often necessary to finance investment projects. The present paper provides a link between two different streams of literature: firm’s innovative activity and financial contracting. Our aim is to build a framework to analyse situations in which the exploitation of complementarity depends on the access to external finance. We consider a risk-neutral start-up entrepreneurial firm which could potentially act as a monopolist by exploiting a patent on a new product. Nonetheless, the initial structure of demand and cost functions are such that equilibrium production is zero. The firm then decides to invest inaprojectbasedontwodifferent activities aiming at demand enhancing and cost reducing, respectively, but is wealth constrained. The former stochastically enlarges market demand while the latter stochastically decreases unit cost of production. For the sake of simplicity, we will refer to marketing as the demand enhancing activity and to (process) R&D as the cost reducing activity.2 An important feature of the model is that the nature of the two activities makes the joint investment more profitable than the sum of the separate investments, i.e., the two activities are complementary. The study of interconnected subsytems linked by complementarity relationships has been applied to the theory of firm (Milgrom and Roberts, 1990 and 1995) and has revealed the existence of different types of investments that increase their respective marginal returns when they are undertaken at the same time. In particular, Athey and Schmutzler (1995) and Lin and Saggi (2002) investigate the relationship between process and product innovation and show that firms invest more in product innovation when they can undertake also process innovation. In our model we assume that the two activities are performed by independent units inside the firm. The introductory quotation from Kling et al. (1992) refers to the general fact that specialization is a fundamental aspect of economic systems because it permits greater accomplishments. Nonetheless, it could reduce the individual’s ability to deal with the full array of resources available 1Kling et al. (1992). 2This definition of marketing is very general and encompasses different types of activities that are often linked to demand enlargement, e.g., product innovation and advertising. 2 in the economic environment. We explicitly consider the possibility of the firm to overcoming the dilemma by coordinating the interdependency among specialized individuals, groups, or subunits.3 Surplus of the project is maximum when activities are coordinated. The management literature recognizes the positive effects of intraorganizational coordination - the creation of a system that catalyses the flows of information originated in each unit and allows for a more efficient usage of resources.4In particular, many works tend to analyse coordination through computerization in manufacturing systems and specify the relative effects on agency and transaction costs, with the aim of studying the internal organization and the optimal size of the firm (Kling et al.,1992; Gurbaxani and Whang, 1991; Kling et al.,1996). We start from a different perspective. In our model coordination can be made either by using internal resources (i.e., inside mode) or by hiring a consulting firm that provides the connection between the units of the firm (i.e., outside mode). We justify this assumption on the basis of the stylized fact that very often consulting firms are hired to reinforce and confirm the necessity of adopting some drastic measures rather than to provide new solutions to existing problems. As we will show, agency costs arise when the firm chooses the internal mode and take the form of informational rent paid by the bank that lends money to the firm. When the firm turns to the market to obtain coordination services, it gives up the rent and no agency costs are present. We do not study how coordination is technically implemented and we consider no separation between ownership and control of the firm; in addition, we abstract from the transaction costs related to using the market to procure what the firm needs instead of making it itself. The firm is endowed with a certain amount of initial capital which is not enough to finance the project: as anticipated above, it needs external finance. It is well known in the corporate finance literature that bank finance is the main source of funding for start-up firms. Jensen and Meckling (1976) and Myers and Majluf (1984) show, in their seminal papers, that (bank) debt is 3Consider for example a preliminary market research that indicates that consumers prefer certain features of the good. The marketing unit can tailor the advertising campaign to highlight such features, while the R&D unit can reduce costs by saving on the less attractive features. Consumers’ satisfaction increases, thus raising the probability of success of both activities. 4The rise of computerized networks has made it possible to codify, store and share different kinds of infomation more easily and cheaply than before. Recent knowledge management practises based on CIT (Communication and Information Technology) have driven firms to adopt softwares like the ERP (Enterprise Resource Planning) to integrate all departments and functions of a company into a single computer system that can serve all different departments’ particular needs. Each department usually has its own computer system optimized for the particular task that the department does. ERP combines them all together into a single and integrated software program that runs offa single database. In this way the various departments can more easily share information and communicate with each other. 3 themostefficient way of financing when there is no separation between ownership and control and, respectively, incentive or information problems. In a more recent contribution, Petersen and Rajan (1994) argue that a start-up firm benefits from building close ties with a bank because it increases the availability of financing. On the basis of these features we assume that the firm will apply for a bank loan to implement both activities. We consider a risk-neutral monopolistic bank that designs the loan. The bank’s outside option is represented by investing in alternative activities. When the firm chooses the inside mode a moral hazard problem arises (Holmstrom, 1979; Stiglitz and Weiss, 1981) because the coordination cost is non transferable. The firm decides whether to bear the cost or not after the contract is signed and we assume that the bank cannot verify the choice. On the contrary, when the firm decides to avail itself of an outside consulting service, the coordination cost becomes transferable and the amount of borrowing reveals the information. The firm demands in fact an amount equal to the sum of investment plus coordination costs. The bank knows then that the firm will implement coordination because otherwise it will incur very high rescission costs to cancel the contract with the consulting agency. At equilibrium we consider the interest rate proposed by the bank as a function of the coordination cost and its implication for the level of surplus, defined as the sum of the bank’s utility and the firm’s utility. We focus in particular on two different scenarios, depending on the utility level that the bank extracts from the complementary project relative to its outside options. For relatively low levels of complementarity, the firmchoosestheoutsidemodebecausebyhiringa consulting agency it gains access to funds. Moreover, we show that surplus is at its highest. On the contrary, for relatively high levels of complementarity, the firm is indifferent between the two modes because there is no threat of credit rationing. We verify that surplus is not maximized when the inside mode is chosen because the firm prefers not to coordinate, whereas surplus is efficient under the outside mode because such a choice represents a credible promise of coordination. In our framework the role of consulting services is to mitigate the informational problems. If the firm decides not to resort to them, either it obtains no funding or it does not maximize surplus. On the contrary, if the firm avails itself of the consulting surplus is at its highest, because the firm always coordinates. The remainder of the paper proceeds as follows. Section 2 introduces the basic model and its main assumptions. Section 3 and 4 study the characteristics of the loan under inside and outside mode of coordinating, respectively. Section 5 considers the equilibrium analysis. Finally, Section 6 provides the main conclusions. 4 2 The Model In this section we describe the complementary nature of the project and the possibility of improving the complementarity effect by coordinating the activities. We then define the inside and the outside modes of coordination and we introduce financial constraints for the firm. The last part summarizes the contracting game between the bank and the firm and the timing of the model. 2.1 Complementarity Consider a risk-neutral monopolistic firm that, at t=−1, faces demand P=a−Q/4and whose marginal production cost is constant and equal to c. The equilibrium quantity is Q=2(a−c)and the equilibrium profitis(a−c)2.Leta=c:thefirm does not produce because the demand is relatively low (or, equivalently, because the cost is relatively high). At t=0the firm can invest afixed amount Kain a marketing activity that shifts aby ∆awith probability pand by 0with probability (1 −p),andafixed amount Kcin a R&D activity that lowers cby ∆cwith probability q and by 0with probability (1 −q).Att=1, once uncertainty is resolved, the firm starts producing. We formalize the notion of complementarity between the two activities on which the project is based to show that the firm always prefer the joint investment in the two activities. Let Π(i, j) define (net) expected surplus of the investment, where i(j)={1,0}denote whether marketing (R&D) activity is implemented or not. We obtain that: 1. Π(0,0) = 0 represents surplus when the firm does not invest at all (in such a case it would not produce as well). 2. Π(1,0) = p∆2 a−Karepresents expected surplus when the firm only finances the marketing activity; demand shifts with probability p,thefirm sets an equilibrium quantity equal to 2(∆a)and gets an equilibrium profitequalto∆2 a; with probability (1 −p)demand is stuck and the firm does not produce. 3. Π(0,1) = q∆2 c−Kcrepresents expected surplus in case of investment in R&D; production costs decrease with probability q,thefirm sets an equilibrium quantity equal to 2(∆c)and gets ∆2 c; with probability (1 −q), as before, the firm does not produce. 4. Π(1,1) = pq (∆a+∆c)2+p(1 −q)∆2 a+q(1 −p)∆2 c−(Ka+Kc)represents expected surplus in case of simultaneous investment in marketing and R&D; with probability pq both activities succeed, hence equilibrium quantity and profit are given respectively by 2(∆a+∆c)and (∆a+∆c)2; with probability p(1 −q)only marketing succeeds, then the firm produces 2(∆a) and obtains ∆2 a; with probability q(1 −p)only R&D succeeds, then the firm produces 2(∆c) 5 and obtains ∆2 c;finally, with probability (1 −p)(1−q)both activities fail and the firm does not produce. Assume for simplicity that q=p.Wehavethat: Π(1,1) = p2(∆a+∆c)2+p(1 −p)∆2 a+(1−p)p∆2 c−(Ka+Kc)(1) It is easy to verify that: Proposition 1 Πis a supermodular function on {0,1}×{0,1},i.e., Π(1,1) + Π(0,0) ≥Π(1,0) + Π(0,1). Proof. By solving the above inequality one easily finds that: [Π(1,1) + Π(0,0)] −[Π(1,0) + Π(0,1)] = p22∆a∆c>0, where p22∆a∆crepresents the expected value of the complementarity gain. Surplus due to the simultaneous implementation of both activities exceeds the sum of the individual surpluses. This formalizes the notion of complementary investment opportunities. 2.2 Coordination In our model we introduce the possibility of streamlining the production process by improving the complementarity effect. This happens when the firm chooses to coordinate the units that are responsible for each activity at a (fixed) cost C. Assume, again for simplicity, that coordination makes the probability of success of each activity perfectly correlated. Let ΠC(1,1) the expected surplus of the project with coordination, which derives from the following contingent production plan: either both activities succeed with probability p, then the firm sets 2(∆a+∆c)and obtains (∆a+∆c)2, or both fail, with probability (1 −p),andthefirm does not produce. Surplus is: ΠC(1,1) = p(∆a+∆c)2−(Ka+Kc)−C. (2) Let coordination be efficient, i.e., ΠC(1,1) ≥Π(1,1) , which, after rearranging, gives the following condition: C≤¡p−p2¢2∆a∆c=C. (3) 6 Condition (3) will hold throughout the paper. The coordination cost is thereby sufficiently low to ensure that coordination increases the expected value of the complementarity gain. We allow two different options regarding the mode of coordinating: on the one hand, the firm can choose to employ internal resources to ameliorate the flow of information between the marketing and the R&D unit, i.e., it performs inside coordination. On the other hand, it can choose to delegate this task to a consulting company against the payment of a fixed amount. This will be referred to as outside coordination. For the sake of simplicity, we assume that both inside and outside coordination costs are equal to C. 2.3 Credit We study the case in which the firm has an initial endowment equal to Kc<K athat can be invested either in R&D or in the bond market where Bfis the gross interest rate.5In the former case the firm gets Π(0,1) ,while (Bf−1) Kcrepresents the return in the latter one. Let (Bf−1) Kc> Π(0,1) ⇐⇒ ∆2 c<BfKc p. Without financial aid the firm invests in bonds: U=(Bf−1) Kc represents its outside option. The firm can borrow from a risk-neutral monopolistic bank the amount of money necessary to finance the investment project. We suppose that there are many firms with good projects and fewer banks looking for good investment opportunities, so that our bank has all the bargaining power. The bank designs a loan [R],whereRis the gross interest rate and a limited liability constraint is specified for the firm. If the firm chooses not to coordinate, surplus amounts to Π(1,1) and the borrowing to Ka.Let ∆2 c<K a: when only R&D succeeds, the firm goes bankrupt even if R=1. Surplus is thus shared between the firm and the bank in the following way: U=p2h(∆a+∆c)2−RKai+p(1 −p)max©∆2 a−RKa,0ª−Kc(4) is the utility of the firm and V=p2RKa+p(1 −p)min©RKa,∆2 aª+(1−p)p∆2 c−Ka(5) the utility of the bank. On the other hand, when marketing and R&D are coordinated surplus is ΠC(1,1).Ifthe firm selects the internal mode of coordination, the amount Cis assumed to be nonmonetary and 5The assumption Kc<K areflects the stylized fact that investing to expand market size is generally more costly than investing to lower the cost of production. Note that the strategy of investing αKc,with0<α<1,inone activity and (1 −α)Kcin the other, which again exploits complementarity, is not available, because we assume that the costs required to implement the two activities are indivisible. 7 nontransferable and the bank has to directly monitor the units responsible for the two activities in order to observe whether the firm coordinates or not. We assume that the cost of monitoring is infinite, hence the bank cannot verify the choice of the firm: a form of moral hazard is present. Borrowing amounts to Kaand utility of the firm and of the bank are respectively given by: UC=ph(∆a+∆c)2−RKai−(Kc+C),(6) VC=pRKa−Ka.(7) If the external mode is implemented Cis assumed to be monetary and transferable. The firm then applies for (Ka+C)and reveals that it wants to coordinate: no moral hazard problem arises because the choice of coordination is made before the contract and we assume that it is verified by the bank. Surplus ΠC(1,1) is shared between the firm and the bank as follows: U0C=ph(∆a+∆c)2−R(Ka+C)i−Kc,(8) V0C=pR (Ka+C)−(Ka+C).(9) In other words, the bank has only to check the invoice of the consulting firm when coordination is outside. We assume that the cost of this operation is zero. The problem of credibility of the firm’s commitment to coordinate will be solved by assuming that the bank observes and verifies a conveniently high cost Fof cancelling the contract between the firm and the consulting company. The bank’s outside option is to invest in alternative assets which give an utility equal to V. 2.4 Game and Timing The contracting game between the two agents is defined as follows. The set of players is {F,B}, where Fis the firm and Bis the bank. Player Fselects a strategy from the set AF={I,O},where IisthechoiceofinsidemodeofcoordinationandOthe choice of outside mode of coordination. Player Bobserves the choice of player Fand selects a strategy from the set AB={RR, R∅,∅R, ∅∅}, where RR represents the choice of granting the loan [R]for any strategy of the firm, R∅and ∅R the choice of granting the loan only when the firm selects Ior O, respectively, and ∅∅ the choice of granting no loan for any strategy of the firm. The timing of the model is as follows. 1. At t=0 8 Definition (i) Complementarity is low if V¡RIRβ¢<V≤VC(RIRα,C 1); (ii) complementarity is high if V≤V¡RIRβ¢.9 The equilibrium analysis takes into account the utility of the firm and the utility of the bank as functions of C. The contracting game is solved by backward induction in order to study how the SPNE in pure strategies changes with C. We proceed in three steps: 1. We verify whether the bank offers the loan or not, by comparing the utility that the bank extracts from the complementary project to the outside option V. If the former is lower the bank does not grant the loan and both the bank and the firm end up with their respective reservation utilities. If the opposite holds, the loan is granted. 2. We compare firm’s utility under inside and outside modes of coordination and derive the choice between the two ones. 3. We compute the equilibrium level of surplus, i.e., the sum of the bank’s and the firm’s utility, as a function of C. 5.1 Low Complementarity and Equilibrium We first consider the situation in which complementarity gains are low. We base the analysis on the examination of Figure 3, where we depict the utility of the bank and the utility of the firm under the two alternatives of inside and outside modes of coordination. The bold lines represent the equilibrium utilities. Let C∅and C0 ∅be defined by the intersection between the straight line Vand, respectively, VC(RIC,C)and V0C(R0,C): C∅=(1−p)hp(∆a+∆c)2−Ka−Vi, C0 ∅=p(∆a+∆c)2−Ka−BfKc−V, with C1≤C∅≤C0 ∅≤Cby construction. FirstnotethatforC∈[0,C ∅]the utility of the bank if the loan is offered is not lower than V, therefore its equilibrium strategy is (RR)in such an interval. For very low values of C(i.e., C∈[0,C 1]) information is symmetric under both modes hence the firm receives Uand is indifferent between inside and outside coordination. There are two SPNE: (I,RR)and (O, RR).ForC∈(C1,C ∅]if the firm chooses the inside mode a moral hazard 9We omit two other (meaningless) cases that appear for very low values of complementarity, i.e. VC(RIRα,C 1)< V≤VC(RIRα,0) and VC(RIRα,0) < V . 15 problem arises. In this case the bank offers [RIC],thefirm then coordinates and receives an informational rent which makes its utility strictly higher than the utility under the outside mode: UC(RIC,C)> U. The SPNE is (I,RR). Figure 3 : Low complementarity and equilibrium. 6 - CCC1C∅C0 ∅ V,U U V V U · · · · · · · · ······························· ·················· @@@@@@@@@@@@@ @ @@@@@@@ @ @@@@@@@ @CCCCCCC CCCCCC C CCCCCC C £££££ £££££ @@@@ @ @@@@ @ The most interesting case arises for C∈(C∅,C0 ∅], where the bank does not grant the loan if the firm chooses the inside mode because the informational rent is too high, while it keeps on contracting under the outside mode, where no informational rent is paid. The firm always gets the reservation utility, but, given that it prefers to participate, it chooses the outside mode and the bank proposes [R0]. The SPNE is (O,∅R). For C∈(C0 ∅, C]the bank does not grant the loan for any strategy of the firm because its outside option is more profitable, therefore the firm invests in bonds. Two are the SPNE: (I,∅∅) and (O,∅∅). When complementarity is low maximum surplus is given by ΠC(1,1) for C∈£0,C0 ∅¤.10 It is easy to verify that equilibrium surplus is always at its highest. We focus on the interval C∈(C∅,C0 ∅] to state the following: 10For C∈(C0 ∅, C]the maximum surplus is ¡V+U¢. 16 Proposition 2 When complementarity is low, the firm prefers the outside mode of coordination, otherwise it does not receive the loan. Surplus is at its highest. When complementarity is low and the firm bears a relatively low cost of coordination, then it uses internal human resources because the nontransferability of Cgives an additional informational rent. On the other hand, when the cost is relatively high, the firm avails itself of the outside consulting because the transfer of Celiminates the moral hazard problem and makes the loan feasible. It is worth noting that surplus is maximum because the firm always decides to coordinate. 5.2 High Complementarity and Equilibrium Consider the case in which complementarity gains are high. We base the analysis on the examination of Figure 4, which represents an upward shift of the utility function of the bank (and/or a downward shift of V) with respect to Figure 3. As before, the bold lines denote the utility of the bank and the one of the firm in equilibrium. Notice that the utility of the bank of it offers the loan is higher than Vfor any C, then its equilibrium strategy is (RR): the loan is always granted. For C∈(0,C 1]information is symmetric under both types of coordination and the firm gets the reservation utility anyway: again, the SPNE are (I,RR)and (O, RR).ForC∈(C1,C 2]a moral hazard problem arises under the inside mode. In this case, given that the bank offers [RIC], the firm coordinates and receives an informational rent which makes its utility higher than in case of the outside mode: UC(RIC,C)>U 0C⇐=C1<C≤C2. The SPNE is (I,RR). The most interesting case arises for C∈(C2, C],where the firm gets the reservation utility under both modes. If it chooses the inside mode, then the bank proposes £RIRβ¤and the firm does not coordinate, while if it chooses the outside one, the bank offers [R0]and the firm coordinates. There are two SPNE: (I,RR)and (O, RR). In case of high complementarity the firm does not strictly prefer outside coordination for any value of C. Maximum surplus is given by ΠC(1,1), but in (C2, C]equilibrium surplus is Π(1,1) < ΠC(1,1) when the firm chooses the inside mode. We focus on the interval C∈(C2, C]to state the following: Proposition 3 When complementarity is high, the firm is indifferent between the two modes of coordination. If the inside mode is chosen surplus is not at its highest. It is worth noting that the firm can decide not to resort to the outside mode because there is no threat of credit rationing. This leads to a smaller surplus because the bank prefers to induce the firm not to coordinate. The shaded area in Figure 4 represents such a potential loss of surplus. 17 Figure 4 : High complementarity and equilibrium. 6 - CCC2 C1 V,U U V V U @@@@@@@@@@@@@@@@@@ @ @@@@@@@ @ @@@@@@@ @CCCCCCCCCCCC CCCCCCCCCCCC CCCCCCCCCCCC @@@@@@@@ @ @@@@@@@@ @ £££££££££ £££££££££ ¡ ¡ ¡ ¡ ¡¡ ¡ ¡¡¡ ¡ ¡¡¡¡ ¡¡¡¡ ¡¡¡ ¡ ¡¡ ¡ ¡ ¡ ¡ ¡ 6Conclusion In this paper we analyze the investment problem of an entrepreneurial start-up firm which applies for a bank loan to implement a production project basedontwocomplementaryactivities,demand enlargement and cost reduction. At the very heart of our model lies the assumption that firms can improve the complementarity effect by coordinating the activities, thus streamlining the production process. Coordination consists of ameliorating the flow of information between the units that are in charge of the two investment activities. Surplus of the project is at its highest when activities are coordinated. We consider two modes of coordination: inside, where the firm reallocates internal human resources, and outside, where it resorts to a consulting company’s competency. The choice of coordination is not verifiable by the bank in the former case and a moral hazard problem arises, 18 while in the latter one information is symmetric. We consider the equilibrium repayment as a function of the coordination cost. Two scenarios are taken into account: low complementarity, when the utility that the bank extracts from the complementarity project is lower than the average return of alternative assets if the inside mode is implemented, and high complementarity, when such an utility is higher. In case of low complementarity, the firm is obliged to resort to the outside company, otherwise it does not receive the loan. Equilibrium surplus is at its highest. In other words, the firm that offers a not very profitable project faces the risk of not getting funded. When this is the case, it prefers to give up the informational rent and hire the consulting company. The equilibrium outcome is efficient because the firm credibly commits to coordinate. On the contrary, when the complementarity gain is high, the firm never strictly prefers the outside mode of coordination because of absence of a credit rationing threat. However, surplus is maximum only if the firm delegates the coordination task to an outside agent. In fact the informational rent paid by the bank under the inside mode becomes excessive and the bank prefers then to induce no coordination. The role of consulting companies is justified in the current model as a means of mitigating informational problems in credit markets where projects are characterized by complementarity and coordination. More exactly: (i) worthwhile productive projects, that without the consulting option would not have been funded, are undertaken; (ii) the firm efficiently performs the productive project, i.e., it coordinates the activities that without the consulting option would not have been. 7Appendix Bankruptcy or not bankruptcy? Consider the case in which the bank decides to set R≤ ∆2 a Ka, then the firm does not go bankrupt when only marketing succeeds. We limit our attention to the new IC constraint, UCRU00 (A1) where U00 =p2h(∆a+∆c)2−RKai+p(1 −p)[∆2 a−RKa]−Kcrepresents the utility of the firm when it does not coordinate. The left hand side of the IC constraint is greater than the right hand side if and only if C<p(1 −p)¡2∆a∆c+∆2 c¢(A2) 19 which is always true because C<p(1 −p)¡2∆a∆c+∆2 c¢.Thefirm, if it participates, always chooses coordination when R≤∆2 a Kaand the bank solves the following program: max RVC s.t. UC≥U Given that VCis linearly increasing in R, the bank sets R∗=∆2 a Kaand obtains VC(R∗)=p∆2 a−Ka. The firm gets UC(R∗)=p¡∆2 c+2∆a∆c¢−C, which is strictly greater than Ufor Assumption 1, hence the firm participates. On the other hand, the minimum utility of the bank in the bankruptcy case is V¡RIRβ¢= Π(1,1) −U, which can be rewritten as V¡RIRβ¢=p¡∆2 a+∆2 c¢−Ka+p22∆a∆c−BfKc.(A3) It is easy to verify that: VC(R∗)<V¡RIRβ¢⇐⇒ BfKc<p∆2 c+p22∆a∆c(A4) which holds for Assumption 1. 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