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Whistleblowers on the Board? The Role of Independent Directors in Cartel Prosecutions

Author

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  • Murillo Campello
  • Daniel Ferrés
  • Gaizka Ormazabal

Abstract

Stock market reactions to news of cartel prosecutions are muted when indicted firms have a high proportion of independent directors serving on their boards. This finding is robust to self-selection and is more pronounced when those directors hold more outside directorships and have fewer stock options — when they have fewer economic ties to the indicted firms. Results are stronger when independent directors’ appointments were attributable to SOX, preceded the CEO’s appointment, or followed class action suits — when they have fewer direct ties to indicted CEOs. Independent directors serving on indicted firms are penalized by losing board seats and vote support across their directorships in other firms. Moreover, firms with more independent directors are more likely to cooperate with antitrust authorities through leniency programs and to dismiss CEOs after cartel indictments. Our results show that cartel prosecution imposes significant personal costs onto independent directors and that they take actions to reduce those costs. Understanding these incentives is key for antitrust authorities in designing strategies for cartel prosecution.

Suggested Citation

  • Murillo Campello & Daniel Ferrés & Gaizka Ormazabal, "undated". "Whistleblowers on the Board? The Role of Independent Directors in Cartel Prosecutions," Documentos de Trabajo/Working Papers 1502, Facultad de Ciencias Empresariales y Economia. Universidad de Montevideo..
  • Handle: RePEc:mnt:wpaper:1502
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    File URL: http://www.um.edu.uy/docs/whistleblowers-in-the-board.pdf
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    References listed on IDEAS

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    1. Artiga González, Tanja & Schmid, Markus & Yermack, David, 2013. "Does Price Fixing Benefit Corporate Managers?," Working Papers on Finance 1309, University of St. Gallen, School of Finance, revised Sep 2017.
    2. Eliezer M. Fich & Anil Shivdasani, 2006. "Are Busy Boards Effective Monitors?," Journal of Finance, American Finance Association, vol. 61(2), pages 689-724, April.
    3. Tanja Artiga González & Markus Schmid & David Yermack, 2013. "Smokescreen: How Managers Behave When They Have Something To Hide," NBER Working Papers 18886, National Bureau of Economic Research, Inc.
    4. Brochet, Francois & Srinivasan, Suraj, 2014. "Accountability of independent directors: Evidence from firms subject to securities litigation," Journal of Financial Economics, Elsevier, vol. 111(2), pages 430-449.
    5. B. Douglas Bernheim & Michael D. Whinston, 1990. "Multimarket Contact and Collusive Behavior," RAND Journal of Economics, The RAND Corporation, vol. 21(1), pages 1-26, Spring.
    6. David Yermack, 2004. "Remuneration, Retention, and Reputation Incentives for Outside Directors," Journal of Finance, American Finance Association, vol. 59(5), pages 2281-2308, October.
    7. Armstrong, Christopher S. & Larcker, David F. & Ormazabal, Gaizka & Taylor, Daniel J., 2013. "The relation between equity incentives and misreporting: The role of risk-taking incentives," Journal of Financial Economics, Elsevier, vol. 109(2), pages 327-350.
    8. Connor, John M. & Bolotova, Yuliya, 2006. "Cartel overcharges: Survey and meta-analysis," International Journal of Industrial Organization, Elsevier, vol. 24(6), pages 1109-1137, November.
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    Cited by:

    1. Ferr�s, Daniel & Ormazabal, Gaizka & Povel, Paul & Sertsios, Giorgio, 2017. "Capital Structure Under Collusion," CEPR Discussion Papers 12151, C.E.P.R. Discussion Papers.

    More about this item

    Keywords

    Cartel Prosecution; Antitrust Policy; Leniency Programs; Independent Directors; Reputational Costs; Heckman Selection Test;

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