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The authors analyze corporate fraud in a setting in which managers have superior information but are biased against liquidation, because of their private benefits from empire building. This may induce them to misreport information and even bribe auditors when liquidation would be value-increasing. To curb fraud, shareholders optimally design internal corporate governance, by choosing audit quality and managerial compensation. Both internal governance mechanisms tend to substitute for poor shareholder protection; in contrast, audit quality tends to complement stricter auditing regulation. They also find that severance pay dominates both equity and option-based pay in improving managerial incentives.
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