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Directors' and officers' liability insurance and minority shareholders' participation in corporate governance

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  • Ruigang Zhang
  • Runze Yang
  • Hanwen Huo

Abstract

This study empirically investigates the influence of directors' and officers' liability insurance (D&O insurance) on minority shareholders' participation in corporate governance. Using a sample from Chinese A‐share listed companies between 2011 and 2018, we find that D&O insurance can significantly decrease the participation of minority shareholders, and this conclusion remains valid after robustness checks. The mechanism analysis demonstrates that D&O insurance plays a positive role in diminishing minority shareholders' participation through the enhancement of firm performance. Further analyses suggest that the negative association between D&O insurance and minority shareholders' participation is more pronounced in firms with weaker corporate governance practices. These findings provide evidence for the supervisory governance role of D&O insurance, suggesting China should consider encouraging listed companies to purchase D&O insurance for the protection of minority shareholders.

Suggested Citation

  • Ruigang Zhang & Runze Yang & Hanwen Huo, 2025. "Directors' and officers' liability insurance and minority shareholders' participation in corporate governance," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 30(2), pages 1106-1123, April.
    • Handle: RePEc:wly:ijfiec:v:30:y:2025:i:2:p:1106-1123
    DOI: 10.1002/ijfe.2961
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    References listed on IDEAS

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    1. Xu, Shen & Yin, Bichao & Lou, Chunjie, 2022. "Minority shareholder activism and corporate social responsibility," Economic Modelling, Elsevier, vol. 116(C).
    2. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    3. Amir Rubin & Eran Rubin, 2010. "Informed Investors and the Internet," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(7‐8), pages 841-865, July.
    4. Berkman, Henk & Cole, Rebel A. & Fu, Lawrence J., 2010. "Political Connections and Minority-Shareholder Protection: Evidence from Securities-Market Regulation in China," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 45(6), pages 1391-1417, December.
    5. Sreedhar T. Bharath & Sudarshan Jayaraman & Venky Nagar, 2013. "Exit as Governance: An Empirical Analysis," Journal of Finance, American Finance Association, vol. 68(6), pages 2515-2547, December.
    6. Rafael La Porta & Florencio Lopez‐De‐Silanes & Andrei Shleifer & Robert Vishny, 2002. "Investor Protection and Corporate Valuation," Journal of Finance, American Finance Association, vol. 57(3), pages 1147-1170, June.
    7. Holderness, Clifford G., 1990. "Liability insurers as corporate monitors," International Review of Law and Economics, Elsevier, vol. 10(2), pages 115-129, September.
    8. Armstrong, Christopher S. & Guay, Wayne R. & Weber, Joseph P., 2010. "The role of information and financial reporting in corporate governance and debt contracting," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 179-234, December.
    9. Amir Rubin & Eran Rubin, 2010. "Informed Investors and the Internet," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(7-8), pages 841-865.
    10. Liu, Qiao & Lu, Zhou (Joe), 2007. "Corporate governance and earnings management in the Chinese listed companies: A tunneling perspective," Journal of Corporate Finance, Elsevier, vol. 13(5), pages 881-906, December.
    11. Lin, Chen & Officer, Micah S. & Zou, Hong, 2011. "Directors' and officers' liability insurance and acquisition outcomes," Journal of Financial Economics, Elsevier, vol. 102(3), pages 507-525.
    12. Jiang, Guohua & Lee, Charles M.C. & Yue, Heng, 2010. "Tunneling through intercorporate loans: The China experience," Journal of Financial Economics, Elsevier, vol. 98(1), pages 1-20, October.
    13. M. Martin Boyer & Sharon Tennyson, 2015. "Directors' and Officers' Liability Insurance, Corporate Risk and Risk Taking: New Panel Data Evidence on The Role of Directors' and Officers' Liability Insurance," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 82(4), pages 753-791, December.
    14. Wang, Qiong & Qiu, Muqing, 2023. "Minority shareholders' activism and stock price crash risk: Evidence from China," International Review of Financial Analysis, Elsevier, vol. 87(C).
    15. Chen, Jing & Ezzamel, Mahmoud & Cai, Ziming, 2011. "Managerial power theory, tournament theory, and executive pay in China," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 1176-1199, September.
    16. Core, John E, 2000. "The Directors' and Officers' Insurance Premium: An Outside Assessment of the Quality of Corporate Governance," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 16(2), pages 449-477, October.
    17. Fried, Jesse M. & Kamar, Ehud & Yafeh, Yishay, 2020. "The effect of minority veto rights on controller pay tunneling," Journal of Financial Economics, Elsevier, vol. 138(3), pages 777-788.
    18. Cao, Qingzi & Fang, Ming & Pan, Yuying, 2022. "Minority shareholders protection and corporate financial leverage: Evidence from a natural experiment in China," Pacific-Basin Finance Journal, Elsevier, vol. 73(C).
    19. Fan, Joseph P. H. & Wong, T. J., 2002. "Corporate ownership structure and the informativeness of accounting earnings in East Asia," Journal of Accounting and Economics, Elsevier, vol. 33(3), pages 401-425, August.
    20. Hyeesoo H. Chung & Jinyoung P. Wynn, 2014. "Corporate governance, directors' and officers' insurance premiums and audit fees," Managerial Auditing Journal, Emerald Group Publishing Limited, vol. 29(2), pages 173-195, February.
    21. Hyeesoo H. Chung & Jinyoung P. Wynn, 2014. "Corporate governance, directors' and officers' insurance premiums and audit fees," Managerial Auditing Journal, Emerald Group Publishing, vol. 29(2), pages 173-195, February.
    22. repec:eme:maj000:maj-04-2013-0856 is not listed on IDEAS
    23. Yair Listokin, 2010. "If you Give Shareholders Power, do they Use it? An Empirical Analysis," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 166(1), pages 38-53, March.
    24. Zou, Hong & Wong, Sonia & Shum, Clement & Xiong, Jun & Yan, Jun, 2008. "Controlling-minority shareholder incentive conflicts and directors' and officers' liability insurance: Evidence from China," Journal of Banking & Finance, Elsevier, vol. 32(12), pages 2636-2645, December.
    25. Huasheng Gao & Jun Huang & Tianshu Zhang, 2020. "Can online annual general meetings increase shareholders’ participation in corporate governance?," Financial Management, Financial Management Association International, vol. 49(4), pages 1029-1050, December.
    26. Mark L. Defond & Mingyi Hung, 2004. "Investor Protection and Corporate Governance: Evidence from Worldwide CEO Turnover," Journal of Accounting Research, Wiley Blackwell, vol. 42(2), pages 269-312, May.
    27. Stuart L. Gillan & Christine A. Panasian, 2015. "On Lawsuits, Corporate Governance, and Directors' and Officers' Liability Insurance," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 82(4), pages 793-822, December.
    28. 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.
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