IDEAS home Printed from https://ideas.repec.org/a/eee/finlet/v32y2020ics1544612319301187.html
   My bibliography  Save this article

Director and officer liability protection and firm value: Unintended consequences

Author

Listed:
  • Aguir, Iness
  • Aguir, Wael

Abstract

This study sheds light on some of the unintended consequences of directors’ and officers’ (D&O) liability protection provisions. In particular, it examines whether D&O protection affects firm value. Using a sample of U.S. firms, we find that firms with greater director liability protection have significantly lower firm value as measured by Tobin's Q, and that the negative effect of director liability protection on firm value is more pronounced in the period before the Sarbanes-Oxley Act of 2002. These findings are consistent with the notion that director liability acts as a strong corporate governance mechanism and that protecting directors and officers does not preclude them from undertaking sub-optimal investments and less risky projects.

Suggested Citation

  • Aguir, Iness & Aguir, Wael, 2020. "Director and officer liability protection and firm value: Unintended consequences," Finance Research Letters, Elsevier, vol. 32(C).
    • Handle: RePEc:eee:finlet:v:32:y:2020:i:c:s1544612319301187
    DOI: 10.1016/j.frl.2019.04.033
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1544612319301187
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.frl.2019.04.033?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Boubakri, Narjess & Bouslimi, Lobna, 2016. "Directors’ and officers’ liability insurance and analyst forecast properties," Finance Research Letters, Elsevier, vol. 19(C), pages 22-32.
    2. Sarfraz Khan & John K. Wald, 2015. "Director Liability Protection, Earnings Management, and Audit Pricing," Journal of Empirical Legal Studies, John Wiley & Sons, vol. 12(4), pages 781-814, December.
    3. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
    4. Wald, John K. & Long, Michael S., 2007. "The effect of state laws on capital structure," Journal of Financial Economics, Elsevier, vol. 83(2), pages 297-319, February.
    5. Callahan, William T. & Millar, James A. & Schulman, Craig, 2003. "An analysis of the effect of management participation in director selection on the long-term performance of the firm," Journal of Corporate Finance, Elsevier, vol. 9(2), pages 169-181, March.
    6. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
    7. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance and Equity Prices," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 118(1), pages 107-156.
    8. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation," Scholarly Articles 29407535, Harvard University Department of Economics.
    9. Bebchuk, Lucian Arye & Cohen, Alma, 2003. "Firms' Decisions Where to Incorporate," Journal of Law and Economics, University of Chicago Press, vol. 46(2), pages 383-425, October.
    10. Dain C. Donelson & Christopher G. Yust, 2014. "Litigation Risk and Agency Costs: Evidence from Nevada Corporate Law," Journal of Law and Economics, University of Chicago Press, vol. 57(3), pages 747-780.
    11. Joon Ho Hwang & Byungmo Kim, 2018. "Directors’ And Officers’ Liability Insurance And Firm Value," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 85(2), pages 447-482, June.
    12. Faleye, Olubunmi, 2007. "Classified boards, firm value, and managerial entrenchment," Journal of Financial Economics, Elsevier, vol. 83(2), pages 501-529, February.
    13. Dain C. Donelson & Justin J. Hopkins & Christopher G. Yust, 2018. "The cost of disclosure regulation: evidence from D&O insurance and nonmeritorious securities litigation," Review of Accounting Studies, Springer, vol. 23(2), pages 528-588, June.
    14. Chen, Zhihong & Li, Oliver Zhen & Zou, Hong, 2016. "Directors׳ and officers׳ liability insurance and the cost of equity," Journal of Accounting and Economics, Elsevier, vol. 61(1), pages 100-120.
    15. 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.
    16. Kee H. Chung & Stephen W. Pruitt, 1994. "A Simple Approximation of Tobin's q," Financial Management, Financial Management Association, vol. 23(3), Fall.
    17. Kose John & Lubomir Litov & Bernard Yeung, 2008. "Corporate Governance and Risk‐Taking," Journal of Finance, American Finance Association, vol. 63(4), pages 1679-1728, August.
    18. Renée B. Adams & Heitor Almeida & Daniel Ferreira, 2005. "Powerful CEOs and Their Impact on Corporate Performance," The Review of Financial Studies, Society for Financial Studies, vol. 18(4), pages 1403-1432.
    19. Gutierrez, Maria, 2003. "An Economic Analysis of Corporate Directors' Fiduciary Duties," RAND Journal of Economics, The RAND Corporation, vol. 34(3), pages 516-535, Autumn.
    20. 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," The Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3287-3328, August.
    21. Roberta Romano, 2005. "The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters," Yale School of Management Working Papers amz2625, Yale School of Management, revised 01 Jul 2006.
    22. 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.
    23. Marilyn R. Kaplan & J. Richard Harrison, 1993. "Defusing the Director Liability Crisis: The Strategic Management of Legal Threats," Organization Science, INFORMS, vol. 4(3), pages 412-432, August.
    24. Narjess Boubakri, 2011. "Corporate Governance and Issues From the Insurance Industry," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 78(3), pages 501-518, September.
    25. Bernard S. Black & Brian R. Cheffins & Michael Klausner, 2006. "Outside Director Liability: A Policy Analysis," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 162(1), pages 5-20, March.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. 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.
    2. Chen, Dong, 2012. "Classified boards, the cost of debt, and firm performance," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3346-3365.
    3. Drobetz, Wolfgang & von Meyerinck, Felix & Oesch, David & Schmid, Markus, 2014. "Board Industry Experience, Firm Value, and Investment Behavior," Working Papers on Finance 1401, University of St. Gallen, School of Finance, revised Dec 2015.
    4. Bebchuk, Lucian A. & Cohen, Alma, 2005. "The costs of entrenched boards," Journal of Financial Economics, Elsevier, vol. 78(2), pages 409-433, November.
    5. Kathy Fogel & Liping Ma & Randall Morck, 2021. "Powerful independent directors," Financial Management, Financial Management Association International, vol. 50(4), pages 935-983, December.
    6. Chongwoo Choe & Gloria Tian & Xiangkang Yin, 2008. "Managerial Power, Stock-Based Compensation, And Firm Performance: Theory And Evidence," Monash Economics Working Papers 21/08, Monash University, Department of Economics.
    7. Ahn, Seoungpil & Shrestha, Keshab, 2013. "The differential effects of classified boards on firm value," Journal of Banking & Finance, Elsevier, vol. 37(11), pages 3993-4013.
    8. Cremers, K.J. Martijn & Litov, Lubomir P. & Sepe, Simone M., 2017. "Staggered boards and long-term firm value, revisited," Journal of Financial Economics, Elsevier, vol. 126(2), pages 422-444.
    9. Qian, Meifen & Sun, Ping-Wen & Yu, Bin, 2018. "Top managerial power and stock price efficiency: Evidence from China," Pacific-Basin Finance Journal, Elsevier, vol. 47(C), pages 20-38.
    10. Larcker, David F. & Ormazabal, Gaizka & Taylor, Daniel J., 2011. "The market reaction to corporate governance regulation," Journal of Financial Economics, Elsevier, vol. 101(2), pages 431-448, August.
    11. Husam Aldamen & Keith Duncan & Simone Kelly & Ray McNamara, 2020. "Corporate governance and family firm performance during the Global Financial Crisis," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(2), pages 1673-1701, June.
    12. Loderer, Claudio & Waelchli, Urs, 2010. "Firm age and performance," MPRA Paper 26450, University Library of Munich, Germany.
    13. Cain, Matthew D. & McKeon, Stephen B. & Solomon, Steven Davidoff, 2017. "Do takeover laws matter? Evidence from five decades of hostile takeovers," Journal of Financial Economics, Elsevier, vol. 124(3), pages 464-485.
    14. Lucian A. Bebchuk & Michael S. Weisbach, 2012. "The State of Corporate Governance Research," Springer Books, in: Sabri Boubaker & Bang Dang Nguyen & Duc Khuong Nguyen (ed.), Corporate Governance, edition 127, pages 325-346, Springer.
    15. Mark Humphery‐Jenner & Emdad Islam & Lubna Rahman & Jo‐Ann Suchard, 2022. "Powerful CEOs and Corporate Governance," Journal of Empirical Legal Studies, John Wiley & Sons, vol. 19(1), pages 135-188, March.
    16. Boubakri, Narjess & Cosset, Jean-Claude & Mishra, Dev & Somé, Hyacinthe Y., 2023. "The value of risk-taking in mergers: Role of ownership and country legal institutions," Journal of Empirical Finance, Elsevier, vol. 70(C), pages 427-444.
    17. Aggarwal, Reena & Schloetzer, Jason D. & Williamson, Rohan, 2019. "Do corporate governance mandates impact long-term firm value and governance culture?," Journal of Corporate Finance, Elsevier, vol. 59(C), pages 202-217.
    18. Chrisostomos Florackis & Aydin Ozkan, 2009. "The Impact of Managerial Entrenchment on Agency Costs: An Empirical Investigation Using UK Panel Data," European Financial Management, European Financial Management Association, vol. 15(3), pages 497-528, June.
    19. Baulkaran, Vishaal, 2014. "Management entrenchment and the valuation discount of dual class firms," The Quarterly Review of Economics and Finance, Elsevier, vol. 54(1), pages 70-81.
    20. Chari, Murali D.R. & David, Parthiban & Duru, Augustine & Zhao, Yijiang, 2019. "Bowman's risk-return paradox: An agency theory perspective," Journal of Business Research, Elsevier, vol. 95(C), pages 357-375.

    More about this item

    Keywords

    Director and officer liability protection; Firm value; Sarbanes-Oxley Act;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:finlet:v:32:y:2020:i:c:s1544612319301187. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/frl .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.