Political and Interlocking Connections in the Boardroom on Private Equity Placements

This study examines the influence of directors who are politically connected and/or have boardroom interlocking on private equity placements (PEPs) in Chinese listed firms. We document that interlocked directors can significantly influence the propensity to apply for PEPs and approval of PEPs and reduce the cost of PEPs while providing greater access to proceeds from PEPs through lowering information asymmetry and information cost. Although politically connected directors have a significant role in the approval of PEPs, they are more likely to reduce the monitoring effects and increase agency problems, which lead to increased cost of PEPs and reduced proceeds from PEPs. The results also reveal that political connection diminishes the benefits of interlocking directors for firms having directors with both interlocking and political ties.     

Firms' access to informal financing: The role of shared managers in trade credit access

We investigate how shared managers and directors (shared M&Ds) with major suppliers affect a firm's access to trade credit. Using a sample of listed firms in China, we find that shared M&Ds play an important role in helping firms obtain trade credit. This favorable effect is strengthened for firms with higher information asymmetry, located in regions with lower social trust, operating in more innovative and heterogeneous industries, and experiencing greater financial constraints. Our findings support the proposition that shared M&Ds can reduce information asymmetry and build mutual trust between firms and their suppliers. This study contributes to the literature on the benefits of social connections within supply chain relationships and the literature on the economic consequences of interlocked managers and directors.     

Do board interlocks motivate voluntary disclosure? Evidence from Taiwan

Conference calls have become a widely used medium for voluntary corporate disclosure, especially among firms associated with greater information asymmetry, intangible assets, and external competition. These features are common in high-tech sectors, which dominate the Taiwanese economy and render it a useful research setting for investigating whether board interlock, as a social network, affects corporate decisions to hold conference calls. We show that firms connected to conference-call-making firms through interlocked directors are more likely to hold conference calls and the frequency of holding conference calls increases with interlocking directors’ relevant experience. Moreover, such evidence is more pronounced if the connections are held through independent directors and among firms with greater information asymmetry. These results support the argument that the spread of corporate practices is positively associated with board interlock networks. Our findings have implications for the choice of board of director members, and can be generalized to other emerging economies characterized by weaker corporate information environments.     

The impact of corporate fraud on director‐interlocked firms: Evidence from bank loans

We examine the impact of corporate fraud committed by one firm (the “fraudulent firm”) on other firms with interlocking directors (the “interlocked firms”), focusing on the debtholder side. We argue that the revelation of a fraudulent firm's fraud can damage the reputation of the interlocked firms because corporate governance can propagate via director interlocks. Empirically, we find that the interlocked firms' cost of debt is higher and the loan covenants become stricter after the fraud cases of the fraudulent firms are revealed. Consistent with the corporate governance propagation explanation, our results are weaker (stronger) for interlocked firms that have better (worse) pre‐event corporate governance standards. Our findings suggest that corporate fraud of fraudulent firms can affect other firms through director‐interlocks beyond shareholder value.     

Corporate social network and corporate social responsibility: A perspective of interlocking directorates

This study aims to analyze the role of the corporate social network (CSN) derived from interlocking directors on a firm's corporate social responsibility (CSR) and further investigate the moderating role of economic policy uncertainty (EPU) in the institutional background of China. Empirical results show that an advantageous network position in a CSN can significantly encourage firms to undertake CSR. However, this effect is a nonlinear one. The increase in CSR is at a decreasing rate as CSN increases. Furthermore, the effect of CSN on CSR is less salient when EPU is high. This research guides managers on using the advantages of firms in CSNs and actively undertaking CSR to improve social and environmental sustainability substantially. In addition, this study also helps the government issue reasonable CSR evaluation standards and incentive policies and stabilize macroeconomic policies.     

独立董事返聘与公司违规:“学习效应”抑或“关系效应”？

本文关注独立董事任期届满后离任、但经过一段“冷却期”后再次被原上市公司返聘的现象(“独立董事返聘”)。本文以2003—2016年沪深两市A股上市公司为样本,研究了独立董事返聘对公司违规的影响究竟是基于“学习效应”的抑制效果还是基于“关系效应”的助长效果。研究发现:(1)对独立董事返聘的公司而言,相对于冷却期,返聘期的公司违规显著更少(纵向对比);(2)返聘的独立董事首任期间,公司违规要显著低于冷却期(纵向对比);(3)相较无独立董事返聘、返聘人数更少的公司,返聘人数更多的公司违规显著更少(横向对比)。研究发现支持了“学习效应”假说,即独立董事返聘抑制了公司违规,并非是规避任期规定的手段。     

Board interlocks and the diffusion of disclosure policy

We examine whether board connections through shared directors influence firm disclosure policies. To overcome endogeneity challenges, we focus on an event that represents a significant change in firm disclosure policy: the cessation of quarterly earnings guidance. Our research design allows us to exploit the timing of director interlocks and therefore differentiate the director interlock effect on disclosure policy contagion from alternative explanations, such as endogenous director-firm matching or strategic board stacking. We find that firms are more likely to stop providing quarterly earnings guidance if they share directors with previous guidance stoppers. We also find that director-specific experience from prior guidance cessations matters for disclosure policy contagion. The positive effect of interlocked directors on the likelihood of quarterly earnings guidance cessation is particularly strong for firms with interlocked directors who experienced positive outcomes from prior guidance cessation decisions. Overall, our evidence is consistent with interlocked directors serving as conduits for information sharing that leads to the spread of corporate disclosure policies.     

Discussion of “Board interlocks and the diffusion of disclosure policy”

Cai et al. (Rev Account Stud, forthcoming, 2014) find that firms with interlocked directors are more likely to stop quarterly forecasts and that the past stopping experience of interlocked directors affects the forecast-cessation process. Their findings are consistent with the notion that interlocked directors serve as conduits for information sharing, which may result in the change of corporate disclosure policies. My discussion focuses on potential issues with the findings and implications for future study.     

Are Interlocked Directors Effective Monitors?

This paper examines whether the presence of interlocked directors on a board is associated with weak governance. For a sample of 3,566 firm‐years spanning 2001 to 2003, we find that firms with lower industry‐adjusted firm performance are more likely to have interlocked directors. We document that shareholders react negatively to the formation of director interlocks and find that the presence of interlocked directors is associated with lower than optimal pay‐performance sensitivity of CEO incentive compensation and reduced sensitivity of CEO turnover to firm performance. Collectively, our results suggest that the presence of interlocked directors is indicative of weak governance.     

Does independent directors’’ monitoring affect reputation? Evidence from the stock and labor markets

Using novel data on independent directors’ opinions in China, we investigate the stock and labor market effects prompted by independent directors publicly saying “no” to major board decisions. We find that the market reacts negatively to modified director opinions, but positively to firms interlocked with the directors who said “no.” We further find substantial turnover and decline in board seats after independent directors issue modified opinions. Overall, we identify a dilemma in China whereby the labor market does not reward vigilant directors for standing up to firm insiders, although investors add a premium to effective board monitoring.     

Fiduciary duty or loyalty? Evidence from co-opted boards and corporate misconduct

We examine the effect of co-opted boards on corporate misconduct and document a significant positive relationship. Utilising a large sample of public U.S. companies from the period 2001 to 2015, we find that a one standard deviation increase in the proportion of co-opted directors on a board leads to a 4.3% rise in corporate misconduct. This outcome is robust to a series of sensitivity tests and continues to hold after accounting for potential endogeneity concerns. Further analyses indicate that co-opted directors propose fewer board agenda items, exhibit lower attendance at board meetings, and receive compensation packages in excess of industry norms, which exacerbate stakeholder-agency conflicts. Cross-sectional analysis demonstrates that the documented relationship is most pronounced among firms with weak external monitoring, greater CEO-board social ties, boards whose members have high career concerns, and where CEO power is low. Additional tests reveal that co-opted directors engage in more environmental- and workplace-related violations than other types of stakeholder violations. Overall, our investigation generates original evidence that the presence of co-opted directors aggravates the incidence of corporate wrongdoing. Our study contributes to the continuing debate on the role of boards of directors and has policy implications for those responsible for devising and monitoring effective systems of corporate governance.     

审计委员会-会计师事务所连锁关系与审计调整

本文运用我国独到的审计调整数据,研究审计委员会-会计师事务所连锁关系对审计质量的影响问题.研究发现,审计委员会-会计师事务所连锁关系能够提高审计调整的概率,这一结果在控制内生性和排除潜在替代性解释之后仍然成立,表明审计委员会-会计师事务所连锁关系能够促进审计委员会与会计师事务所之间的信息共享,从而提高审计质量.研究还发现,审计委员会-会计师事务所连锁关系对审计调整概率的提升效应,在机构投资者持股和管理层持股的公司以及国内会计师事务所中更为明显.进一步的研究发现,连锁的审计委员会成员为审计委员会主任时,上述效应更为明显;而连锁的审计委员会成员是否为独立董事对结果没有明显的影响.     

Paper Versus Practice: A Field Investigation of Integrity Hotlines

In an effort to motivate firms to more rapidly detect potential misconduct, legislators, regulators, and enforcement agencies incentivize firms to have integrity or “whistleblowing” hotlines. These hotlines provide individuals an opportunity to report alleged misconduct and seek guidance about how to appropriately respond. Beyond some isolated examples, little is known about the responsiveness of hotlines to actual claims of alleged misconduct. I undertake a field study to investigate how hotlines function in practice by making four different inquiries involving alleged misconduct to nearly 250 firms. I find that one-fifth of firms have impediments (e.g., phone line disconnected, email bounce back, direct to incorrect website) that hinder reporting and approximately 10% of firms do not respond in a timely manner. Overall, this investigation illuminates several differences between integrity hotlines “on paper” and how they actually perform in practice.     

Peer effects in R&D investment based on interlock network: Evidence from China

Different from extant literature on peer effects within industries or locations, this study aims to investigate whether and why the R&D investment of a focal firm is influenced by that of interlocked peer firms. Using instruments based on intransitivity, we identify positive interlock-based peer effects in R&D investment. Firm-pair evidence corroborates the existence of peer effects by showing that interlocks render similar R&D policies and exogenous policy-induced fractures of interlocks lead to diverging R&D investments. Further analysis indicates that the interactive effects are more salient among firms with access to greater peer information and more severe information asymmetry, suggesting that peer effects are consistent with the information theory. Moreover, peers from different industries/places and focal firms with orientation to the differentiation strategy, embodying greater supply and demand of heterogeneous information, are associated with stronger peer effects. Finally, corporate patent outcomes and Tobin's Q positively react to peers' R&D investment, a sign that the interlock-based peer effects are beneficial to the performance of the focal firm.     

连锁董事怎样影响会计师事务所的选择

利用我国上市公司的数据,在控制了会计师事务所选择的经济决定因素和传统的董事会特征变量之后,结果发现,会计师事务所的选择显著受到了连锁董事的影响,并且连锁董事的解释力远远超过了传统董事会特征的解释力。具体而言,如果某公司与选择了高质量会计师事务所的公司相联结,该公司就越可能选择聘请高质量的会计师事务所;在公司董事会中,连锁董事比例和连锁独立董事比例越高,公司就越不可能选择聘请高质量的会计师事务所。     

Is Busy Really Busy? Board Governance Revisited

We investigate the relationship between firm governance and the board's position in the social network of directors. Using a sample of 133 German firms over the four‐year period from 2003 to 2006, we find that firms with intensely connected supervisory boards are (1) associated with lower firm performance, and (2) pay their executives significantly more. We interpret these results as evidence of poor monitoring in firms with directors who are more embedded in the social network. In both cases, simple measures for busy directors that were used by other studies in the past fail to show any significant pattern. The findings suggest that the quality and structural position of additional board seats may play a bigger role than simply the number of board appointments.     

Interlock Concentration and Analyst Forecast Accuracy: Value Implications of Interlock

From the perspective of information commonalities among firms with director interlock relationships, this study mainly investigates the outcomes of earnings forecasts by analysts who choose to concentrate on interlocked firms (analysts following both a firm and its interlocked partner firm in their research portfolio). Using interlocked A‐share firms listed in the Chinese Shanghai and Shenzhen Stock Exchanges from 2008 to 2013 as samples, we empirically find that analysts who concentrate on interlocked firms produce more accurate earnings forecasts than analysts who do not. In additional analysis, we also find that analysts with an interlock concentration provide superior earnings forecast quality for other non‐interlocked firms in their research portfolios. Finally, through examining the market reaction to interlocked firms, we find that analysts with an interlock concentration provide new information and improve information efficiency for the capital market.     

Board interlocks and the propensity to be targeted in private equity transactions

We examine how board networks affect change-of-control transactions by investigating whether directors’ deal exposure acquired through board service at different companies affect their current firms’ likelihood of being targeted in a private equity-backed, take-private transaction. In our sample of all US publicly traded firms in 2000–2007, we find that companies which have directors with private equity deal exposure gained from interlocking directorships are approximately 42% more likely to receive private equity offers. The magnitude of this effect varies with the influence of directors on their current boards and the quality of these directors’ previous take-private experience, and it is robust to the most likely classes of alternative explanations—endogenous matching between directors and firms and proactive stacking of board composition by management. The analysis shows that board members and their social networks influence which companies become targets in change-of-control transactions.     

Distracted directors: Does board busyness hurt shareholder value?

We use the deaths of directors and chief executive officers as a natural experiment to generate exogenous variation in the time and resources available to independent directors at interlocked firms. The loss of such key co-employees is an attention shock because it increases the board committee workload only for some interlocked directors—the ‘treatment group’. There is a negative stock market reaction to attention shocks only for treated director-interlocked firms. Interlocking directors? busyness, the importance of their board roles, and their degree of independence magnify the treatment effect. Overall, directors? busyness is detrimental to board monitoring quality and shareholder value.     

董事网络、独立董事治理与高管激励

独立董事的治理行为受到所处社会网络的影响。基于"董事在董事会同时任职的直接或间接联结关系"而形成的董事网络,本文利用社会网络分析方法检验了独立董事的网络特征对其发挥在促进高管激励有效性影响中的作用机理。结果发现:公司独立董事网络中心度越高,高管薪酬-业绩敏感性越强;与非国有上市公司相比,国有上市公司中独立董事网络中心度与高管薪酬-业绩敏感性的正相关关系更弱;进一步研究发现,用独立董事网络中心度解释的高管薪酬部分对未来业绩有促进作用。结论丰富了"网络和治理"研究的证据。