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Who's Monitoring the Monitor? Do Outside Directors Protect Shareholders' Interests?

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  • Eric Helland
  • Michael Sykuta

Abstract

The corporate governance literature is rich with empirical tests of the relation between board composition and firm performance. We consider the effect of board composition on a different measure of performance, the probability a firm will be sued by shareholders. We find firms that are defendants in securities litigation have higher proportions of insiders and of gray directors and have smaller boards than a matched group of firms that are not sued, even when controlling for firm value and industry. The results suggest that boards with higher proportions of outside directors do a better job of monitoring management.

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  • Eric Helland & Michael Sykuta, 2005. "Who's Monitoring the Monitor? Do Outside Directors Protect Shareholders' Interests?," The Financial Review, Eastern Finance Association, vol. 40(2), pages 155-172, May.
    • Handle: RePEc:bla:finrev:v:40:y:2005:i:2:p:155-172
    DOI: 10.1111/j.1540-6288.2005.00098.x
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    References listed on IDEAS

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    Cited by:

    1. Panagiotis Staikouras & Christos Staikouras & Maria-Eleni Agoraki, 2007. "The effect of board size and composition on European bank performance," European Journal of Law and Economics, Springer, vol. 23(1), pages 1-27, February.
    2. John A. Dove & Courtney A. Collins & Daniel J. Smith, 2018. "The impact of public pension board of trustee composition on state bond ratings," Economics of Governance, Springer, vol. 19(1), pages 51-73, February.
    3. Lisa Fairchild & Joanne Li, 2005. "Director Quality and Firm Performance," The Financial Review, Eastern Finance Association, vol. 40(2), pages 257-279, May.
    4. Karin Jonnergård & Anna Stafsudd, 2011. "The making of active boards in Swedish public companies," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(1), pages 123-155, February.
    5. Chongwoo Choe & Gloria Tian & Xiangkang Yin, 2008. "Managerial Power, Stock-Based Compensation, And Firm Performance: Theory And Evidence," Monash Economics Working Papers 21/08, Monash University, Department of Economics.
    6. I Wayan Nuka Lantara, 2012. "The Use of Derivatives as a Risk Management Instrument: Evidence from Indonesian Non-Financial Firms," International Journal of Business and Economics, School of Management Development, Feng Chia University, Taichung, Taiwan, vol. 11(1), pages 45-62, June.
    7. Shashank Bansal & M. Thenmozhi, 2019. "Does Board Composition Matter to Institutional Investors?," Journal of Emerging Market Finance, Institute for Financial Management and Research, vol. 18(2_suppl), pages 238-266, August.
    8. Enalto de Oliveira Gondrige & Ademir Clemente & Márcia Maria dos Santos Bortolocci Espejo, 2012. "Composition of the board and firm value of brazilian public companies," Brazilian Business Review, Fucape Business School, vol. 9(3), pages 71-93, July.
    9. Jesus Sáenz González & Emma García-Meca, 2014. "Does Corporate Governance Influence Earnings Management in Latin American Markets?," Journal of Business Ethics, Springer, vol. 121(3), pages 419-440, May.
    10. Dai, Lili & Fu, Renhui & Kang, Jun-Koo & Lee, Inmoo, 2016. "Corporate governance and the profitability of insider trading," Journal of Corporate Finance, Elsevier, vol. 40(C), pages 235-253.
    11. Narendra Bhana, 2016. "The Stock Market Reaction to Board Changes: The South African Experience," Journal of Emerging Market Finance, Institute for Financial Management and Research, vol. 15(3), pages 269-294, December.
    12. Rachel E. Gordon, 2021. "Are outside director trades informative? Evidence from acquiring firms," International Review of Finance, International Review of Finance Ltd., vol. 21(2), pages 447-477, June.
    13. 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.
    14. Pascal Back & Oskar Colombo, 2022. "Shaping CEOs’ future focus through shareholder activism: the role of proposal characteristics," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 26(1), pages 255-286, March.
    15. Crutchley, Claire E. & Minnick, Kristina, 2012. "Cash versus incentive compensation: Lawsuits and director pay," Journal of Business Research, Elsevier, vol. 65(7), pages 907-913.

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