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Liability protection, director compensation, and incentives

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  • Aguir, Iness
  • Burns, Natasha
  • Mansi, Sattar A.
  • Wald, John K.

Abstract

We examine the effect of liability protection on the compensation of directors and on takeover outcomes. Consistent with the hypothesis that directors require additional compensation if they bear liability, we find that director compensation is higher for firms that provide less liability protection. Examining takeovers, we find evidence that takeovers of firms with protected directors are less likely to succeed. Moreover, firms with protected directors are more likely to accept a lower bid premium, and this finding is consistent with protected directors having reduced incentives to negotiate for the highest possible price during the acquisition. Overall, the results are consistent with the notion that director liability provisions have a significant impact both on director compensation and director duty.

Suggested Citation

  • Aguir, Iness & Burns, Natasha & Mansi, Sattar A. & Wald, John K., 2014. "Liability protection, director compensation, and incentives," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 570-589.
    • Handle: RePEc:eee:jfinin:v:23:y:2014:i:4:p:570-589
    DOI: 10.1016/j.jfi.2013.04.001
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    Cited by:

    1. Wang, Jialong & Zhang, Jian & Huang, Haoyue & Zhang, Fan, 2020. "Directors’ and officers’ liability insurance and firm innovation," Economic Modelling, Elsevier, vol. 89(C), pages 414-426.
    2. Mallin, Chris & Melis, Andrea & Gaia, Silvia, 2015. "The remuneration of independent directors in the UK and Italy: An empirical analysis based on agency theory," International Business Review, Elsevier, vol. 24(2), pages 175-186.
    3. Chen, Li-Yueh & Chen, Yu-Fen & Yang, Sheng-Yung, 2017. "Managerial incentives and R&D investments: The moderating effect of the directors’ and officers’ liability insurance," The North American Journal of Economics and Finance, Elsevier, vol. 39(C), pages 210-222.
    4. Budsaratragoon, Pornanong & Lhaopadchan, Suntharee & Thomsen, Steen, 2020. "Community and compensation: Director remuneration in Thailand," Research in International Business and Finance, Elsevier, vol. 52(C).
    5. Chia-Chung Chan & Yung-Ho Chang & Chia-wei Chen & Yuwei Wang, 2019. "Directors’ liability insurance and investment-cash flow sensitivity," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 43(1), pages 27-43, January.
    6. Natasha Burns & Anna Kapalczynski & John K. Wald, 2021. "Independent director compensation, corruption, and monitoring," The Financial Review, Eastern Finance Association, vol. 56(1), pages 5-28, February.
    7. Guan, Yuyan & Zhang, Liandong & Zheng, Liu & Zou, Hong, 2021. "Managerial liability and corporate innovation: Evidence from a legal shock," Journal of Corporate Finance, Elsevier, vol. 69(C).

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