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Reputational Penalties and the Merits of Class-Action Securities Litigation

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  • Helland, Eric

Abstract

If private securities class actions alleging fraudulent behavior by officers or directors of a company are meritorious, directors and officers should pay a reputational penalty when they sit on a board of a company whose officers and directors are accused of fraud. I find little evidence of a negative effect associated with allegations of fraud. Using various definitions of board positions as a proxy for the reputation of directors who are accused of fraud, I find that the net number of board positions is consistently increased. Only in shareholder class actions in the top quartile of settlements or in which the Securities and Exchange Commission has initiated a case do directors appear to suffer a reputational penalty when a board they serve on is accused of fraud. The results call into question the merits of private securities class actions.

Suggested Citation

  • Helland, Eric, 2006. "Reputational Penalties and the Merits of Class-Action Securities Litigation," Journal of Law and Economics, University of Chicago Press, vol. 49(2), pages 365-395, October.
  • Handle: RePEc:ucp:jlawec:y:2006:v:49:i:2:p:365-95
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    File URL: http://dx.doi.org/10.1086/505371
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    1. Stephen P. Ferris & Murali Jagannathan & A. C. Pritchard, 2003. "Too Busy to Mind the Business? Monitoring by Directors with Multiple Board Appointments," Journal of Finance, American Finance Association, vol. 58(3), pages 1087-1112, June.
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    1. repec:wsi:qjfxxx:v:07:y:2017:i:01:n:s2010139216500142 is not listed on IDEAS
    2. Wei Shi & Brian L. Connelly & Wm. Gerard Sanders, 2016. "Buying bad behavior: Tournament incentives and securities class action lawsuits," Strategic Management Journal, Wiley Blackwell, vol. 37(7), pages 1354-1378, July.
    3. Ertimur, Yonca & Ferri, Fabrizio & Stubben, Stephen R., 2010. "Board of directors' responsiveness to shareholders: Evidence from shareholder proposals," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 53-72, February.
    4. Shivdasani, Anil & Song, Wei-Ling, 2011. "Breaking down the barriers: Competition, syndicate structure, and underwriting incentives," Journal of Financial Economics, Elsevier, vol. 99(3), pages 581-600, March.
    5. Mark Egan & Gregor Matvos & Amit Seru, 2016. "The Market for Financial Adviser Misconduct," NBER Working Papers 22050, National Bureau of Economic Research, Inc.
    6. Beneish, Messod D. & Marshall, Cassandra D. & Yang, Jun, 2017. "Explaining CEO retention in misreporting firms," Journal of Financial Economics, Elsevier, vol. 123(3), pages 512-535.
    7. Thomas Ulen, 2011. "An introduction to the law and economics of class action litigation," European Journal of Law and Economics, Springer, vol. 32(2), pages 185-203, October.
    8. Humphery-Jenner, Mark L., 2012. "Internal and external discipline following securities class actions," Journal of Financial Intermediation, Elsevier, vol. 21(1), pages 151-179.
    9. Crutchley, Claire E. & Minnick, Kristina & Schorno, Patrick J., 2015. "When governance fails: Naming directors in class action lawsuits," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 81-96.
    10. Karpoff, Jonathan M. & Scott Lee, D. & Martin, Gerald S., 2008. "The consequences to managers for financial misrepresentation," Journal of Financial Economics, Elsevier, vol. 88(2), pages 193-215, May.
    11. Billings, Mary Brooke & Cedergren, Matthew C., 2015. "Strategic silence, insider selling and litigation risk," Journal of Accounting and Economics, Elsevier, vol. 59(2), pages 119-142.
    12. Blau, Benjamin M. & Tew, Philip L., 2014. "Short sales and class-action lawsuits," Journal of Financial Markets, Elsevier, vol. 20(C), pages 79-100.
    13. Fich, Eliezer M. & Shivdasani, Anil, 2007. "Financial fraud, director reputation, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 86(2), pages 306-336, November.
    14. Michael Firth & Oliver M. Rui & Wenfeng Wu, 2011. "The Effects of Political Connections and State Ownership on Corporate Litigation in China," Journal of Law and Economics, University of Chicago Press, vol. 54(3), pages 573-607.
    15. Claude-Denys Fluet & Murat C. Mungan, 2017. "The Signal-Tuning Function of Liability Regimes," Cahiers de recherche 1707, Centre de recherche sur les risques, les enjeux économiques, et les politiques publiques.
    16. Millicent Chang & Yilin Lim, 2016. "Late Disclosure of Insider Trades: Who Does It and Why?," Journal of Business Ethics, Springer, vol. 133(3), pages 519-531, February.
    17. Baum, Christopher F. & Bohn, James G. & Chakraborty, Atreya, 2016. "Securities fraud and corporate board turnover: New evidence from lawsuit outcomes," International Review of Law and Economics, Elsevier, vol. 48(C), pages 14-25.
    18. Shivdasani, Anil & Song, Wei-Ling, 2010. "Breaking Down the Barriers: Competition, Syndicate Structure, and Underwriting Incentives," Working Papers 10-25, University of Pennsylvania, Wharton School, Weiss Center.

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