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The Dark Side of Outside Directors: Do they Quit When They are Most Needed?

Author

Listed:
  • Rüdiger Fahlenbrach

    (Swiss Finance Institute, Ecole Polytechnique Fédérale de Lausanne)

  • Angie Low

    (Nanyang Business School, Nanyang Technological University)

  • René M. Stulz

    (Department of Finance, The Ohio State University,NBER, and ECGI)

Abstract

Outside directors have incentives to resign to protect their reputation or to avoid an increase in their workload when they anticipate that the firm on whose board they sit will perform poorly or disclose adverse news. We call these incentives the dark side of outside directors. We find strong support for the existence of this dark side. Following surprise director departures, affected firms have worse stock and operating performance, are more likely to suffer from an extreme negative return event, are more likely to restate earnings, and have a higher likelihood of being named in a federal class action securities fraud lawsuit.

Suggested Citation

  • Rüdiger Fahlenbrach & Angie Low & René M. Stulz, 2010. "The Dark Side of Outside Directors: Do they Quit When They are Most Needed?," Swiss Finance Institute Research Paper Series 10-17, Swiss Finance Institute.
    • Handle: RePEc:chf:rpseri:rp1017
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    File URL: http://www.ssrn.com/abstract=1585192
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    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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