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The role of information: When is Directors’ and Officers’ insurance value-added?

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  • Chang, Shih-Chung
  • Ren, Yayuan
  • Yeh, Jason

Abstract

The paper presents a model of shareholders' decisions to purchase Directors' and Officers' liability insurance (D&O insurance) for their directors. We consider the tradeoff between the governance enhancing effect and the moral hazard effect of D&O insurance and focus on the role of information in determining the optimal level of D&O insurance purchase. The model shows that when directors are well informed, the governance enhancing effect of D&O insurance dominates the moral hazard effect, and thus, D&O insurance adds value to the firm. When directors are under-informed, the best strategy for shareholders is not to provide D&O insurance for directors. The model further shows that the optimal level of D&O insurance, when it exists, increases in the quality of the information received by directors. These results imply cross-firm variations in D&O insurance purchase.

Suggested Citation

  • Chang, Shih-Chung & Ren, Yayuan & Yeh, Jason, 2018. "The role of information: When is Directors’ and Officers’ insurance value-added?," Journal of Banking & Finance, Elsevier, vol. 97(C), pages 189-197.
  • Handle: RePEc:eee:jbfina:v:97:y:2018:i:c:p:189-197
    DOI: 10.1016/j.jbankfin.2018.10.003
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    References listed on IDEAS

    as
    1. Milton Harris & Artur Raviv, 2008. "A Theory of Board Control and Size," Review of Financial Studies, Society for Financial Studies, vol. 21(4), pages 1797-1832, July.
    2. Ryan, Harley Jr. & Wiggins, Roy III, 2004. "Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring," Journal of Financial Economics, Elsevier, vol. 73(3), pages 497-524, September.
    3. Dah, Mustafa A. & Frye, Melissa B., 2017. "Is board compensation excessive?," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 566-585.
    4. Benjamin E. Hermalin & Michael S. Weisbach, 2012. "Information Disclosure and Corporate Governance," Journal of Finance, American Finance Association, vol. 67(1), pages 195-234, February.
    5. Stephen G. Fier & Kathleen A. McCullough & Joan T. A. Gabel & Nancy R. Mansfield, 2015. "Probability Updating and the Market for Directors’ and Officers’ Insurance," Risk Management and Insurance Review, American Risk and Insurance Association, vol. 18(1), pages 55-75, March.
    6. Yermack, David, 1996. "Higher market valuation of companies with a small board of directors," Journal of Financial Economics, Elsevier, vol. 40(2), pages 185-211, February.
    7. Holderness, Clifford G., 1990. "Liability insurers as corporate monitors," International Review of Law and Economics, Elsevier, vol. 10(2), pages 115-129, September.
    8. Lin, Chen & Officer, Micah S. & Zou, Hong, 2011. "Directors' and officers' liability insurance and acquisition outcomes," Journal of Financial Economics, Elsevier, vol. 102(3), pages 507-525.
    9. Philippe Aghion & Patrick Bolton, 1992. "An Incomplete Contracts Approach to Financial Contracting," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 59(3), pages 473-494.
    10. Tom Baker, "undated". "Insurance and the Law," University of Connecticut School of Law Working Papers uconn_ucwps-1004, University of Connecticut School of Law.
    11. M. Martin Boyer & Sharon Tennyson, 2015. "Directors' and Officers' Liability Insurance, Corporate Risk and Risk Taking: New Panel Data Evidence on The Role of Directors' and Officers' Liability Insurance," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 82(4), pages 753-791, December.
    12. John M. R. Chalmers & Larry Y. Dann & Jarrad Harford, 2002. "Managerial Opportunism? Evidence from Directors' and Officers' Insurance Purchases," Journal of Finance, American Finance Association, vol. 57(2), pages 609-636, April.
    13. David Yermack, 2004. "Remuneration, Retention, and Reputation Incentives for Outside Directors," Journal of Finance, American Finance Association, vol. 59(5), pages 2281-2308, October.
    14. Duchin, Ran & Matsusaka, John G. & Ozbas, Oguzhan, 2010. "When are outside directors effective?," Journal of Financial Economics, Elsevier, vol. 96(2), pages 195-214, May.
    15. Benjamin E. Hermalin & Michael S. Weisbach, 2003. "Boards of directors as an endogenously determined institution: a survey of the economic literature," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 7-26.
    16. Core, John E, 2000. "The Directors' and Officers' Insurance Premium: An Outside Assessment of the Quality of Corporate Governance," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 16(2), pages 449-477, October.
    17. Boyer, M. Martin & Stern, Léa H., 2012. "Is corporate governance risk valued? Evidence from directors' and officers' insurance," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 349-372.
    18. Brook, Yaron & Rao, Ramesh K. S., 1994. "Shareholder Wealth Effects of Directors' Liability Limitation Provisions," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 29(3), pages 481-497, September.
    19. Brick, Ivan E. & Palmon, Oded & Wald, John K., 2006. "CEO compensation, director compensation, and firm performance: Evidence of cronyism?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 403-423, June.
    20. Anil Shivdasani & David Yermack, 1999. "CEO Involvement in the Selection of New Board Members: An Empirical Analysis," Journal of Finance, American Finance Association, vol. 54(5), pages 1829-1853, October.
    21. Renée B. Adams & Daniel Ferreira, 2007. "A Theory of Friendly Boards," Journal of Finance, American Finance Association, vol. 62(1), pages 217-250, February.
    22. Richard MacMinn & Yayuan Ren & LiMing Han, 2012. "Directors, Directors and Officers Insurance, and Corporate Governance," Journal of Insurance Issues, Western Risk and Insurance Association, vol. 35(2), pages 159-179.
    23. Bhagat, Sanjai & Bolton, Brian, 2013. "Director Ownership, Governance, and Performance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 48(1), pages 105-135, February.
    24. Raheja, Charu G., 2005. "Determinants of Board Size and Composition: A Theory of Corporate Boards," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(2), pages 283-306, June.
    25. Volker Laux, 2010. "Effects of Litigation Risk on Board Oversight and CEO Incentive Pay," Management Science, INFORMS, vol. 56(6), pages 938-948, June.
    26. Praveen Kumar, 2008. "Who Monitors the Monitor? The Effect of Board Independence on Executive Compensation and Firm Value," Review of Financial Studies, Society for Financial Studies, vol. 21(3), pages 1371-1401, May.
    27. Bradley, Michael & Chen, Dong, 2011. "Corporate governance and the cost of debt: Evidence from director limited liability and indemnification provisions," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 83-107, February.
    28. Stuart L. Gillan & Christine A. Panasian, 2015. "On Lawsuits, Corporate Governance, and Directors' and Officers' Liability Insurance," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 82(4), pages 793-822, December.
    29. Mayers, David & Smith, Clifford W, Jr, 1982. "On the Corporate Demand for Insurance," The Journal of Business, University of Chicago Press, vol. 55(2), pages 281-296, April.
    30. James S. Linck & Jeffry M. Netter & Tina Yang, 2009. "The Effects and Unintended Consequences of the Sarbanes-Oxley Act on the Supply and Demand for Directors," Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3287-3328, August.
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    Cited by:

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    3. Lin, Feng-Yi & Guan, Liming & Ho, Chia-Ling & Wang, Teng-Shih, 2022. "Examining the D&O insurance effect on managerial ability," Finance Research Letters, Elsevier, vol. 46(PA).

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    More about this item

    Keywords

    Directors and Officers insurance; Information quality; Corporate governance;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G22 - Financial Economics - - Financial Institutions and Services - - - Insurance; Insurance Companies; Actuarial Studies

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