IDEAS home Printed from https://ideas.repec.org/a/eee/reveco/v45y2016icp286-297.html
   My bibliography  Save this article

Directors' and officers' liability insurance and the sensitivity of directors' compensation to firm performance

Author

Listed:
  • Wang, Yuwei
  • Chen, Chia-wei

Abstract

The fundamental idea of directors' and officers' (D&O) liability insurance is to provide liability protection to boards of directors and executive officers against accusations of wrongful acts in their capacity. This paper shows that although directors' compensation and firm performance are positively correlated, D&O insurance significantly weakens this positive relationship. Therefore, instead of providing positive incentive to boards of directors, D&O insurance may actually worsen the agency problem, which is very different from the essential idea and purpose of implementing this insurance. Specifically, with 5619 firm-year observations of 1236 listed firms in Taiwan during the period from 2008 to 2012, we show that D&O insurance reduces the sensitivity of directors' compensation to firm performance by approximately 42% for the insured firms. As a result, instead of alleviating agency problem, D&O insurance actually increases firms' agency costs. Our results are robust to alternative measures of directors' compensation, alternative measures of D&O insurance, firms' corporate governance quality, firm size, firm risk, industry characteristics, CEO's power, and different sample selections.

Suggested Citation

  • Wang, Yuwei & Chen, Chia-wei, 2016. "Directors' and officers' liability insurance and the sensitivity of directors' compensation to firm performance," International Review of Economics & Finance, Elsevier, vol. 45(C), pages 286-297.
  • Handle: RePEc:eee:reveco:v:45:y:2016:i:c:p:286-297
    DOI: 10.1016/j.iref.2016.06.005
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S105905601630048X
    Download Restriction: Full text for ScienceDirect subscribers only

    File URL: https://libkey.io/10.1016/j.iref.2016.06.005?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Ryan, Harley Jr. & Wiggins, Roy III, 2004. "Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring," Journal of Financial Economics, Elsevier, vol. 73(3), pages 497-524, September.
    2. Weisbach, Michael S., 1988. "Outside directors and CEO turnover," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 431-460, January.
    3. Holderness, Clifford G., 1990. "Liability insurers as corporate monitors," International Review of Law and Economics, Elsevier, vol. 10(2), pages 115-129, September.
    4. Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
    5. 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.
    6. Tom Baker, "undated". "Insurance and the Law," University of Connecticut School of Law Working Papers uconn_ucwps-1004, University of Connecticut School of Law.
    7. John M. R. Chalmers & Larry Y. Dann & Jarrad Harford, 2002. "Managerial Opportunism? Evidence from Directors' and Officers' Insurance Purchases," Journal of Finance, American Finance Association, vol. 57(2), pages 609-636, April.
    8. M. Martin Boyer, 2003. "Is the Demand for Corporate Insurance a Habit? Evidence from Directors' and Officers' Insurance," CIRANO Working Papers 2003s-42, CIRANO.
    9. Bengt Holmstrom, 1979. "Moral Hazard and Observability," Bell Journal of Economics, The RAND Corporation, vol. 10(1), pages 74-91, Spring.
    10. Brook, Yaron & Rao, Ramesh K. S., 1994. "Shareholder Wealth Effects of Directors' Liability Limitation Provisions," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 29(3), pages 481-497, September.
    11. Laureen Regan & Yeon Hur, 2007. "On the Corporate Demand for Insurance: The Case of Korean Nonfinancial Firms," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 74(4), pages 829-850, December.
    12. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    13. HOLMSTROM, Bengt, 1979. "Moral hazard and observability," LIDAM Reprints CORE 379, Université catholique de Louvain, Center for Operations Research and Econometrics (CORE).
    14. Jensen, Michael C & Murphy, Kevin J, 1990. "Performance Pay and Top-Management Incentives," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 225-264, April.
    15. Romano, Roberta, 1991. "The Shareholder Suit: Litigation without Foundation?," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 7(1), pages 55-87, Spring.
    16. 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.
    17. Borokhovich, Kenneth A. & Parrino, Robert & Trapani, Teresa, 1996. "Outside Directors and CEO Selection," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(3), pages 337-355, September.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Shi, Chunling & Sun, Yaodong & Lyu, Jia, 2023. "D&O insurance, technology independent directors, and R&D investment," International Review of Financial Analysis, Elsevier, vol. 89(C).
    2. Ching-Ching Chen & Kuo-Hao Lin & Tsai-Hsuan Tsai & Hsiu-Jung Tsai, 2024. "Impact of D&O Insurance on Shareholder Wealth During Financial Restatement Announcements: An Empirical Study in Taiwan," Advances in Management and Applied Economics, SCIENPRESS Ltd, vol. 14(6), pages 1-2.
    3. Loyola, Gino & Portilla, Yolanda, 2020. "Managerial compensation as a double-edged sword: Optimal incentives under misreporting," International Review of Economics & Finance, Elsevier, vol. 69(C), pages 994-1017.
    4. Meng, Qingbin & Zhong, Ziya & Li, Xinyu & Wang, Song, 2023. "What protects me also makes me behave: The role of directors' and officers' liability insurance on empire-building managers in China," Pacific-Basin Finance Journal, Elsevier, vol. 80(C).
    5. Li-Su Huang, 2022. "Directors and officers liability insurance and default risk," The Geneva Papers on Risk and Insurance - Issues and Practice, Palgrave Macmillan;The Geneva Association, vol. 47(2), pages 375-408, April.
    6. Liao, Tsai-Ling & Chuang, Hwei-Lin & Wang, Jo-Yu, 2022. "Directors' and officers’ liability insurance and the pricing of seasoned equity offerings," International Review of Economics & Finance, Elsevier, vol. 80(C), pages 12-26.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Chia-Chung Chan & Yung-Ho Chang & Chia-wei Chen & Yuwei Wang, 2019. "Directors’ liability insurance and investment-cash flow sensitivity," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 43(1), pages 27-43, January.
    2. Sautner, Zacharias & Weber, Martin, 2005. "Corporate governance and the design of stock option programs," Papers 05-32, Sonderforschungsbreich 504.
    3. Ji, Jiao & Talavera, Oleksandr & Yin, Shuxing, 2016. "CEO Dismissal, Compensation and Topics of Board Meetings: The Case of China," MPRA Paper 70232, University Library of Munich, Germany.
    4. Bradley, Michael & Chen, Dong, 2011. "Corporate governance and the cost of debt: Evidence from director limited liability and indemnification provisions," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 83-107, February.
    5. Chang, Shih-Chung & Ren, Yayuan & Yeh, Jason, 2018. "The role of information: When is Directors’ and Officers’ insurance value-added?," Journal of Banking & Finance, Elsevier, vol. 97(C), pages 189-197.
    6. Linn, Scott C. & Park, Daniel, 2005. "Outside director compensation policy and the investment opportunity set," Journal of Corporate Finance, Elsevier, vol. 11(4), pages 680-715, September.
    7. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    8. de La Bruslerie, H. & Deffains-Crapsky, C., 2008. "Information asymmetry, contract design and process of negotiation: The stock options awarding case," Journal of Corporate Finance, Elsevier, vol. 14(2), pages 73-91, April.
    9. Lucian A. Bebchuk & Michael S. Weisbach, 2012. "The State of Corporate Governance Research," Springer Books, in: Sabri Boubaker & Bang Dang Nguyen & Duc Khuong Nguyen (ed.), Corporate Governance, edition 127, pages 325-346, Springer.
    10. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    11. Narayanan Subramanian & Atreya Chakraborty & Shahbaz Sheikh, 2002. "Performance Incentives, Performance Pressure and Executive Turnover," Finance 0210003, University Library of Munich, Germany, revised 24 Oct 2002.
    12. Borokhovich, Kenneth A. & Boulton, Thomas J. & Brunarski, Kelly R. & Harman, Yvette S., 2014. "The incentives of grey directors: Evidence from unexpected executive and board chair turnover," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 102-115.
    13. Dirk Jenter & Fadi Kanaan, 2015. "CEO Turnover and Relative Performance Evaluation," Journal of Finance, American Finance Association, vol. 70(5), pages 2155-2184, October.
    14. Brian J. Hall & Jeffrey B. Liebman, 1998. "Are CEOs Really Paid Like Bureaucrats?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 113(3), pages 653-691.
    15. Mehran, Hamid, 1995. "Executive compensation structure, ownership, and firm performance," Journal of Financial Economics, Elsevier, vol. 38(2), pages 163-184, June.
    16. Elsaid, Eahab & Davidson III, Wallace N., 2009. "What happens to CEO compensation following turnover and succession?," The Quarterly Review of Economics and Finance, Elsevier, vol. 49(2), pages 424-447, May.
    17. Li-Su Huang, 2022. "Directors and officers liability insurance and default risk," The Geneva Papers on Risk and Insurance - Issues and Practice, Palgrave Macmillan;The Geneva Association, vol. 47(2), pages 375-408, April.
    18. Lin, Chen & Officer, Micah S. & Wang, Rui & Zou, Hong, 2013. "Directors' and officers' liability insurance and loan spreads," Journal of Financial Economics, Elsevier, vol. 110(1), pages 37-60.
    19. Luo, Yan & Krivogorsky, Victoria, 2017. "The materiality of directors' and officers' insurance information: Case for disclosure," Research in Accounting Regulation, Elsevier, vol. 29(1), pages 69-74.
    20. Julan Du & Charles Ka Yui Leung & Derek Chu, 2014. "Return Enhancing, Cash-rich or simply Empire-Building? An Empirical Investigation of Corporate Real Estate Holdings," International Real Estate Review, Global Social Science Institute, vol. 17(3), pages 301-357.

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:reveco:v:45:y:2016:i:c:p:286-297. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/inca/620165 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.