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Directors’ and officers’ insurance and shareholder protection

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  • Martin Boyer

    (HEC Montreal)

Abstract

Corporate directors are liable for the corporation’s actions as well as their own. Strangely, and by far, the most likely plaintiffs in a lawsuit against corporate directors are the shareholders who appointed them in the first place. As a result, directors often require protection so that their personal wealth is not expropriated in the event of a good faith error. There are three ways to protect a director’s wealth: corporate indemnification plans, limited liability provisions and directors’ and officers’ (D&O) insurance policies. Of the three types of protection, D&O insurance is arguably the strangest not because shareholders purchase it to protect directors in case of a lawsuit, but because it also protects shareholders. Using an original database, I test a set of hypotheses that should determine the demand for D&O insurance. My analysis suggests that D&O insurance protects the shareholders’ wealth more than the directors’.

Suggested Citation

  • Martin Boyer, 2014. "Directors’ and officers’ insurance and shareholder protection," Journal of Financial Perspectives, EY Global FS Institute, vol. 2(1), pages 107-128.
    • Handle: RePEc:ris:jofipe:0040
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    Cited by:

    1. Kao, Lanfeng & Chen, Anlin & Krishnamurti, Chandrasekhar, 2020. "Outcome model or substitute model of D&O insurance on IPO pricing without information asymmetry before issuance," Pacific-Basin Finance Journal, Elsevier, vol. 61(C).
    2. 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.
    3. Yuan, Rongli & Sun, Jian & Cao, Feng, 2016. "Directors' and officers' liability insurance and stock price crash risk," Journal of Corporate Finance, Elsevier, vol. 37(C), pages 173-192.
    4. Park, Min, 2018. "What drives corporate insurance demand? Evidence from directors' and officers' liability insurance in Korea," Journal of Corporate Finance, Elsevier, vol. 51(C), pages 235-257.
    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. Boyer, M. Martin & Stern, Léa H., 2014. "D&O insurance and IPO performance: What can we learn from insurers?," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 504-540.
    7. Ya-Fang Wang, 2018. "How Does the Credit Rating React to the Function of D&O Insurance?," Asian Economic and Financial Review, Asian Economic and Social Society, vol. 8(3), pages 424-432, March.
    8. M. Martin Boyer, 2004. "Is the Demand for Corporate Insurance a Habit? Evidence of Organizational Inertia from Directors' and Officers' Insurance," CIRANO Working Papers 2004s-33, CIRANO.
    9. Lin, Chen & Officer, Micah S. & Wang, Rui & Zou, Hong, 2013. "Directors' and officers' liability insurance and loan spreads," Journal of Financial Economics, Elsevier, vol. 110(1), pages 37-60.
    10. M. Martin Boyer & Amandine Hanon, 2009. "Protecting Directors and Officers from Liability Arising from Aggressive Earnings Management," CIRANO Working Papers 2009s-35, CIRANO.
    11. M. Martin Boyer, 2012. "Insurer Information, Insiders and Initial Public Offering," CIRANO Working Papers 2012s-30, CIRANO.
    12. Liao, Tsai-Ling & Chuang, Hwei-Lin & Wang, Jo-Yu, 2022. "Directors' and officers’ liability insurance and the pricing of seasoned equity offerings," International Review of Economics & Finance, Elsevier, vol. 80(C), pages 12-26.
    13. Kalchev, Georgi, 2006. "The Demand for Directors’ and Officers’ Liability Insurance by US Public Companies," EconStor Open Access Articles and Book Chapters, ZBW - Leibniz Information Centre for Economics, pages 351-360.

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    More about this item

    Keywords

    Insurance; corporate governance;

    JEL classification:

    • G22 - Financial Economics - - Financial Institutions and Services - - - Insurance; Insurance Companies; Actuarial Studies

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