Incomplete Contracts: An Empirical Approach
研究了当绩效部分可观察但不可验证时，最优合同为何故意不完全；利用S&P 500公司高管合同数据，发现加州企业通过分期支付遣散费来规避无效的竞业禁止协议。
The strategic ambiguity hypothesis posits that when some aspects of performance are observable but not verifiable, the optimal contract is deliberately incomplete. I test this result for the first time. Because a direct test is infeasible, I derive an equivalent result: incompleteness is optimal when some terms are legally void. I test this using executive contracts from S&P 500 firms. I find that firms pay severance in discretionary installments to induce their executives to comply with noncompete agreements—but only in California, where noncompetes are void. Outside California, noncompetes are valid and these same firms pay non-discretionary severance upfront. I conclude that firms use strategic ambiguity to circumvent legal constraints.