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Monitoring the Monitor: Distracted Institutional Investors and Board Governance

Author

Listed:
  • Claire Liu
  • Angie Low
  • Ronald W Masulis
  • Le Zhang
  • Wei Jiang

Abstract

Boards are crucial to shareholder wealth. Yet little is known about how shareholder oversight affects director incentives. Using exogenous shocks to institutional investor portfolios, we find that institutional investor distraction weakens board oversight. Distracted institutions are less likely to discipline ineffective directors with negative votes. Consequently, independent directors face weaker monitoring incentives and exhibit poor board performance; ineffective independent directors are also more frequently appointed. Moreover, we find that the adverse effects of investor distraction on various corporate governance outcomes are stronger among firms with problematic directors. Our findings suggest that institutional investor monitoring creates important director incentives to monitor.

Suggested Citation

  • Claire Liu & Angie Low & Ronald W Masulis & Le Zhang & Wei Jiang, 2020. "Monitoring the Monitor: Distracted Institutional Investors and Board Governance," The Review of Financial Studies, Society for Financial Studies, vol. 33(10), pages 4489-4531.
    • Handle: RePEc:oup:rfinst:v:33:y:2020:i:10:p:4489-4531.
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    File URL: http://hdl.handle.net/10.1093/rfs/hhaa014
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    Citations

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    Cited by:

    1. Meera Behera & Vikram Nanda & Oded Palmon, 2022. "Disciplinary shocks: say-on-pay and the role of large shareholders," Review of Quantitative Finance and Accounting, Springer, vol. 59(4), pages 1453-1499, November.
    2. Chi, Yeguang & He, Jingbin & Ma, Xinru & Wu, Fei, 2023. "Institutional investor inattention bias in auctioned IPOs," Journal of Banking & Finance, Elsevier, vol. 150(C).
    3. Aguilera, Ruth & Bermejo, Vicente & Capapé, Javier & Cuñat, Vicente, 2021. "The systemic governance influence of universal owners: evidence from an expectation document," LSE Research Online Documents on Economics 118899, London School of Economics and Political Science, LSE Library.
    4. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    5. Schwartz-Ziv, Miriam & Wermers, Russ, 2022. "Do institutional investors monitor their large-scale vs. small-scale investments differently? Evidence from the say-on-pay vote," Journal of Banking & Finance, Elsevier, vol. 141(C).
    6. Ni, Juan & Jin, Shuchang & Hu, Yi & Zhang, Lei, 2023. "Informative or distracting: CSR disclosure of peer firms and analyst forecast accuracy," International Review of Financial Analysis, Elsevier, vol. 87(C).
    7. Chen, Shenglan & Ma, Hui & Wu, Qiang & Zhang, Hao, 2023. "Does common ownership constrain managerial rent extraction? Evidence from insider trading profitability," Journal of Corporate Finance, Elsevier, vol. 80(C).
    8. Anisa Safiah Maznorbalia & Muhammad Aiman Awalluddin & Ardzlyn Hawatul Yuhanis Ayob, 2023. "Exploring the role of institutional investors in voting, monitoring and dialogue engagement in mitigating agency conflict in Malaysia’s public listed companies," Palgrave Communications, Palgrave Macmillan, vol. 10(1), pages 1-9, December.
    9. Alexandre Garel & Jose Martin-Flores & Arthur Petit-Romec & Ayesha Scott, 2021. "Institutional investor distraction and earnings management," Post-Print hal-03096196, HAL.
    10. Jingyu Yang & Hai Wu & Yangxin Yu, 2021. "Distracted institutional investors and audit risk," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 61(3), pages 3855-3881, September.
    11. Anna Abdulmanova & Stephen P. Ferris & Narayanan Jayaraman & Pratik Kothari, 2021. "The effect of investor attention on fraud discovery and value loss in securities class action litigation," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 44(3), pages 513-552, September.
    12. Ni, Xiaoran & Peng, Qiyuan & Yin, Sirui & Zhang, Ting, 2020. "Attention! Distracted institutional investors and stock price crash," Journal of Corporate Finance, Elsevier, vol. 64(C).
    13. Hellmann, Thomas & Thiele, Veikko, 2022. "May the force be with you: Investor power and company valuations," Journal of Corporate Finance, Elsevier, vol. 72(C).
    14. Garel, Alexandre & Martin-Flores, Jose M. & Petit-Romec, Arthur & Scott, Ayesha, 2021. "Institutional investor distraction and earnings management," Journal of Corporate Finance, Elsevier, vol. 66(C).

    More about this item

    JEL classification:

    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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