IDEAS home Printed from https://ideas.repec.org/a/eee/reveco/v80y2022icp12-26.html
   My bibliography  Save this article

Directors' and officers’ liability insurance and the pricing of seasoned equity offerings

Author

Listed:
  • Liao, Tsai-Ling
  • Chuang, Hwei-Lin
  • Wang, Jo-Yu

Abstract

This study examines how financial markets price the information regarding the purchase of directors' and officers’ (D&O) insurance within the context of seasoned equity offerings (SEOs). We find that SEO firms carrying D&O insurance policies or higher insurance coverage experience less negative announcement effects. Further analyses show that the positive association between D&O insurance and SEO announcement effects is more pronounced for firms with higher director ownership but face weaker monitoring from product market competition. The evidence supports that the purchase of D&O insurance can serve as a form of monitoring D&Os, especially when external governance is weak.

Suggested Citation

  • 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.
    • Handle: RePEc:eee:reveco:v:80:y:2022:i:c:p:12-26
    DOI: 10.1016/j.iref.2022.02.005
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1059056022000259
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.iref.2022.02.005?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. Cheng-Hwai Liou & Jo-Lan Liu & Pu-Ming Jian & Ching-Chieh Tsai, 2017. "Effects of Director and Officer Liability Insurance Coverage on Information Disclosure Quality and Corporate Fraud," Emerging Markets Finance and Trade, Taylor & Francis Journals, vol. 53(4), pages 806-818, April.
    2. Masulis, Ronald W. & Korwar, Ashok N., 1986. "Seasoned equity offerings : An empirical investigation," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 91-118.
    3. Chung, Hyeesoo H. & Wynn, Jinyoung P., 2008. "Managerial legal liability coverage and earnings conservatism," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 135-153, September.
    4. Li, Kuei-Fu & Liao, Yi-Ping, 2014. "Directors' and officers' liability insurance and investment efficiency: Evidence from Taiwan," Pacific-Basin Finance Journal, Elsevier, vol. 29(C), pages 18-34.
    5. 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.
    6. Kao, Lanfeng & Chen, Anlin & Krishnamurti, Chandrasekhar, 2020. "Outcome model or substitute model of D&O insurance on IPO pricing without information asymmetry before issuance," Pacific-Basin Finance Journal, Elsevier, vol. 61(C).
    7. Jeon, Jin Q. & Ligon, James A., 2011. "The role of co-managers in reducing flotation costs: Evidence from seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 35(5), pages 1041-1056, May.
    8. Zou, Hong & Adams, Mike B., 2008. "Debt Capacity, Cost of Debt, and Corporate Insurance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 43(2), pages 433-466, June.
    9. Kim, Yongtae & Park, Myung Seok, 2005. "Pricing of Seasoned Equity Offers and Earnings Management," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(2), pages 435-463, June.
    10. 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.
    11. Chan, Kalok & Chan, Yue-Cheong, 2014. "Price informativeness and stock return synchronicity: Evidence from the pricing of seasoned equity offerings," Journal of Financial Economics, Elsevier, vol. 114(1), pages 36-53.
    12. Holderness, Clifford G., 1990. "Liability insurers as corporate monitors," International Review of Law and Economics, Elsevier, vol. 10(2), pages 115-129, September.
    13. Robert M. Bowen & Xia Chen & Qiang Cheng, 2008. "Analyst Coverage and the Cost of Raising Equity Capital: Evidence from Underpricing of Seasoned Equity Offerings," Contemporary Accounting Research, John Wiley & Sons, vol. 25(3), pages 657-700, September.
    14. Chen, Li-Yueh & Chen, Yu-Fen & Yang, Sheng-Yung, 2017. "Managerial incentives and R&D investments: The moderating effect of the directors’ and officers’ liability insurance," The North American Journal of Economics and Finance, Elsevier, vol. 39(C), pages 210-222.
    15. Myers, Stewart C. & Majluf, Nicholas S., 1984. "Corporate financing and investment decisions when firms have information that investors do not have," Journal of Financial Economics, Elsevier, vol. 13(2), pages 187-221, June.
    16. Butler, Alexander W. & Grullon, Gustavo & Weston, James P., 2005. "Stock Market Liquidity and the Cost of Issuing Equity," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(2), pages 331-348, June.
    17. 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.
    18. Boubakri, Narjess & Bouslimi, Lobna, 2016. "Directors’ and officers’ liability insurance and analyst forecast properties," Finance Research Letters, Elsevier, vol. 19(C), pages 22-32.
    19. E. Han Kim & Amiyatosh Purnanandam, 2014. "Seasoned Equity Offerings, Corporate Governance, and Investments," Review of Finance, European Finance Association, vol. 18(3), pages 1023-1057.
    20. Shane A. Corwin, 2003. "The Determinants of Underpricing for Seasoned Equity Offers," Journal of Finance, American Finance Association, vol. 58(5), pages 2249-2279, October.
    21. 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.
    22. Chen, Zhihong & Li, Oliver Zhen & Zou, Hong, 2016. "Directors׳ and officers׳ liability insurance and the cost of equity," Journal of Accounting and Economics, Elsevier, vol. 61(1), pages 100-120.
    23. Manu Gupta & Puneet Prakash, 2012. "Information Embedded in Directors and Officers Insurance Purchases," The Geneva Papers on Risk and Insurance - Issues and Practice, Palgrave Macmillan;The Geneva Association, vol. 37(3), pages 429-451, July.
    24. Narayanan, Rajesh P. & Rangan, Kasturi P. & Rangan, N.K.Nanda K., 2004. "The role of syndicate structure in bank underwriting," Journal of Financial Economics, Elsevier, vol. 72(3), pages 555-580, June.
    25. Wang, Jialong & Zhang, Jian & Huang, Haoyue & Zhang, Fan, 2020. "Directors’ and officers’ liability insurance and firm innovation," Economic Modelling, Elsevier, vol. 89(C), pages 414-426.
    26. 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.
    27. Chi, Hsin-Yi & Weng, Tzu-Ching, 2014. "Managerial legal liability and Big 4 auditor choice," Journal of Business Research, Elsevier, vol. 67(9), pages 1857-1869.
    28. Boyer, M. Martin & Stern, Léa H., 2012. "Is corporate governance risk valued? Evidence from directors' and officers' insurance," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 349-372.
    29. Heckman, James, 2013. "Sample selection bias as a specification error," Applied Econometrics, Russian Presidential Academy of National Economy and Public Administration (RANEPA), vol. 31(3), pages 129-137.
    30. Lee, Gemma & Masulis, Ronald W., 2009. "Seasoned equity offerings: Quality of accounting information and expected flotation costs," Journal of Financial Economics, Elsevier, vol. 92(3), pages 443-469, June.
    31. Stewart C. Myers & Nicholas S. Majluf, 1984. "Corporate Financing and Investment Decisions When Firms Have InformationThat Investors Do Not Have," NBER Working Papers 1396, National Bureau of Economic Research, Inc.
    32. La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei & Vishny, Robert, 2000. "Investor protection and corporate governance," Journal of Financial Economics, Elsevier, vol. 58(1-2), pages 3-27.
    33. Shivakumar, Lakshmanan, 2000. "Do firms mislead investors by overstating earnings before seasoned equity offerings?," Journal of Accounting and Economics, Elsevier, vol. 29(3), pages 339-371, June.
    34. Boyer, Martin, 2014. "Directors’ and officers’ insurance and shareholder protection," Journal of Financial Perspectives, EY Global FS Institute, vol. 2(1), pages 107-128.
    35. O'Sullivan, Noel, 2009. "The impact of directors’ and officers’ insurance on audit pricing: Evidence from UK companies," Accounting forum, Elsevier, vol. 33(2), pages 146-161.
    36. Bhagat, Sanjai & Bolton, Brian, 2013. "Director Ownership, Governance, and Performance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 48(1), pages 105-135, February.
    37. Baker, Tom & Griffith, Sean J., 2010. "Ensuring Corporate Misconduct," University of Chicago Press Economics Books, University of Chicago Press, number 9780226035154.
    38. Ronald W. Masulis & Cong Wang & Fei Xie, 2007. "Corporate Governance and Acquirer Returns," Journal of Finance, American Finance Association, vol. 62(4), pages 1851-1889, August.
    39. Weng, Tzu-Ching & Chen, Guang-Zheng & Chi, Hsin-Yi, 2017. "Effects of directors and officers liability insurance on accounting restatements," International Review of Economics & Finance, Elsevier, vol. 49(C), pages 437-452.
    40. Cohen, Daniel A. & Zarowin, Paul, 2010. "Accrual-based and real earnings management activities around seasoned equity offerings," Journal of Accounting and Economics, Elsevier, vol. 50(1), pages 2-19, May.
    41. Giroud, Xavier & Mueller, Holger M., 2010. "Does corporate governance matter in competitive industries?," Journal of Financial Economics, Elsevier, vol. 95(3), pages 312-331, March.
    42. Xavier Giroud & Holger M. Mueller, 2011. "Corporate Governance, Product Market Competition, and Equity Prices," Journal of Finance, American Finance Association, vol. 66(2), pages 563-600, April.
    43. Teoh, Siew Hong & Welch, Ivo & Wong, T. J., 1998. "Earnings management and the underperformance of seasoned equity offerings," Journal of Financial Economics, Elsevier, vol. 50(1), pages 63-99, October.
    44. Joon Ho Hwang & Byungmo Kim, 2018. "Directors’ And Officers’ Liability Insurance And Firm Value," Journal of Risk & Insurance, The American Risk and Insurance Association, vol. 85(2), pages 447-482, June.
    45. 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.
    46. Bhagat, Sanjai & Bolton, Brian, 2019. "Corporate governance and firm performance: The sequel," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 142-168.
    47. 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.
    48. Che-Chia Chang & Chia-Wei Chen, 2018. "Directors’ and officers’ liability insurance and the trade-off between real and accrual-based earnings management," Asia-Pacific Journal of Accounting & Economics, Taylor & Francis Journals, vol. 25(1-2), pages 199-217, January.
    49. Mayers, David & Smith, Clifford W, Jr, 1982. "On the Corporate Demand for Insurance," The Journal of Business, University of Chicago Press, vol. 55(2), pages 281-296, April.
    50. James S. Linck & Jeffry M. Netter & Tina Yang, 2009. "The Effects and Unintended Consequences of the Sarbanes-Oxley Act on the Supply and Demand for Directors," The Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3287-3328, August.
    51. Altinkilic, Oya & Hansen, Robert S., 2003. "Discounting and underpricing in seasoned equity offers," Journal of Financial Economics, Elsevier, vol. 69(2), pages 285-323, August.
    52. Boyer, M. Martin & Stern, Léa H., 2014. "D&O insurance and IPO performance: What can we learn from insurers?," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 504-540.
    53. 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.
    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. Meng-Chi Chueh & Shen-Ho Chang, 2022. "Effects of Directors and Officers Insurance on Earnings Management Strategies: Moderating Role of Restatement Announcements," International Journal of Business and Economic Sciences Applied Research (IJBESAR), International Hellenic University (IHU), Kavala Campus, Greece (formerly Eastern Macedonia and Thrace Institute of Technology - EMaTTech), vol. 15(1), pages 71-93, July.
    2. Huang, Kuo-Cheng & Wang, Yu-Chun, 2023. "How do investors underreact to seasoned equity offerings? Evidence from Taiwan's corporate governance evaluation," International Review of Financial Analysis, Elsevier, vol. 89(C).

    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. Su, Xuan-Qi, 2023. "Directors' and Officers' liability insurance and cross section of expected stock returns: A mispricing explanation," Pacific-Basin Finance Journal, Elsevier, vol. 77(C).
    2. Li, Tianshi & Yang, Tina & Zhu, Jigao, 2022. "Directors’ and officers’ liability insurance: Evidence from independent directors’ voting," Journal of Banking & Finance, Elsevier, vol. 138(C).
    3. Meng-Chi Chueh & Shen-Ho Chang, 2022. "Effects of Directors and Officers Insurance on Earnings Management Strategies: Moderating Role of Restatement Announcements," International Journal of Business and Economic Sciences Applied Research (IJBESAR), International Hellenic University (IHU), Kavala Campus, Greece (formerly Eastern Macedonia and Thrace Institute of Technology - EMaTTech), vol. 15(1), pages 71-93, July.
    4. Sophie Wang, Qing & Lai, Shaojie & Pi, Shuwen & Anderson, Hamish, 2022. "Does directors' and officers' liability insurance induce empire building? Evidence from corporate labor investment," Pacific-Basin Finance Journal, Elsevier, vol. 73(C).
    5. Lin, Feng-Yi & Guan, Liming & Ho, Chia-Ling & Wang, Teng-Shih, 2022. "Examining the D&O insurance effect on managerial ability," Finance Research Letters, Elsevier, vol. 46(PA).
    6. 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.
    7. Zhang, Xuejiao & Huang, Shoufeng & Li, Wanfu & Wang, Yu, 2023. "Directors' and officers' liability insurance, environmental regulation and firms' envi ronmental responsibility," Ecological Economics, Elsevier, vol. 208(C).
    8. 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.
    9. Feng, Zhi-Yuan & Chen, Carl R. & Tseng, Yen-Jung, 2018. "Do capital markets value corporate social responsibility? Evidence from seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 94(C), pages 54-74.
    10. 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.
    11. 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).
    12. 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.
    13. Lai, Yi-Hsun & Tai, Vivian W., 2019. "Managerial overconfidence and directors' and officers' liability insurance," Pacific-Basin Finance Journal, Elsevier, vol. 57(C).
    14. Huang, Rachel J. & Jeng, Vivian & Wang, Cheng-Wei & Yue, Jack C., 2021. "Does size and book-to-market contain intangible information about managerial incentives? Learning from corporate D&O insurance purchase," Pacific-Basin Finance Journal, Elsevier, vol. 68(C).
    15. 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.
    16. Chiang, Yao-Min & Chang, Pang-Ru, 2022. "Overinvestment, ownership structure, and directors' and officers’ liability insurance," International Review of Economics & Finance, Elsevier, vol. 78(C), pages 38-50.
    17. 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.
    18. Wang, Jialong & Zhang, Jian & Huang, Haoyue & Zhang, Fan, 2020. "Directors’ and officers’ liability insurance and firm innovation," Economic Modelling, Elsevier, vol. 89(C), pages 414-426.
    19. Boyer, M. Martin & Stern, Léa H., 2014. "D&O insurance and IPO performance: What can we learn from insurers?," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 504-540.
    20. Kong, Xiaoran & Xu, Siping & Liu, Ming-Yu & Ho, Kung-Cheng, 2023. "Confucianism and D&O insurance demand of Chinese listed companies," Pacific-Basin Finance Journal, Elsevier, vol. 79(C).

    More about this item

    Keywords

    Directors' and officers' liability insurance; Seasoned equity offerings; Announcement effects;
    All these keywords.

    JEL classification:

    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • G22 - Financial Economics - - Financial Institutions and Services - - - Insurance; Insurance Companies; Actuarial Studies
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill

    Statistics

    Access and download statistics

    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:80:y:2022:i:c:p:12-26. 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.