The Market for Directors’ and Officers’ Insurance

Directors’ and officers’ (D&O) liability insurance is a commonly used risk management tool for corporations both in the United States and abroad. While prior research has focused on the demand for D&O insurance and its role in corporate governance, there is an absence of literature on the supply side of the D&O market. Using the newly available D&O Insurance Coverage Supplement to insurers’ statutory filings, we develop a more comprehensive understanding of the D&O insurance market and of those firms that write D&O coverage. We develop and estimate a model of the decision to write D&O insurance and the extent of market participation. Our results suggest that there are significant operational and financial differences between firms that supply D&O insurance and those that do not. Several of these differences (specifically, size, diversification, and organizational form) are consistent with the predictions of the managerial discretion hypothesis.     

Controlling-minority shareholder incentive conflicts and directors’ and officers’ liability insurance: Evidence from China

This paper examines the demand for directors’ and officers’ liability insurance (D&O insurance) by Chinese listed companies where controlling-minority shareholder incentive conflicts are acute due to the concentrated and split ownership structure. We hypothesize and find evidence that the incidence of seeking D&O insurance is positively related to the extent of controlling-minority shareholder incentive conflicts – a finding not previously documented in the literature. Using an event study, we find that the announcements of D&O insurance decisions in firms that engage in earnings management, and/or are controlled by a local government (such firms tend to have stronger incentives to tunnel), seem to have a negative wealth effect. In addition, the incidence of the D&O insurance decision is positively related to the proportion of independent directors and several litigation risk proxies. Therefore, the breakthrough in corporate governance and judicial reforms has created non-negligible perceived securities litigation risks in China.     

The impact of D&O insurance on excess corporate leverage

The governance effects of directors’ and officers’ liability insurance (D&O insurance), an important tool for risk diversification, are of strong concern in the capital market. Using a sample of Chinese A-share listed firms from 2009 to 2018, we examine the impact of D&O insurance on excess corporate leverage. We find that D&O insurance is negatively associated with excess corporate leverage and that this result is consistent with a series of robustness tests. Further analyses show that D&O insurance impedes excess corporate leverage mainly because of its effect on external monitoring. The effect is more pronounced for firms that are state-owned, have political connections and are located in provinces with low marketization than for other firms.     

Directors’ and Officers’ Liability Insurance and Aggressive Tax‐Reporting Activities: Evidence from Canada

This paper examines the relationship between directors’ and officers’ liability insurance (D&O insurance) and firms’ aggressive tax reporting. Using large Canadian public companies listed on the TSX300 and relying on several measures to capture aggressive tax‐reporting activities, including GAAP effective tax rates, cash effective tax rates, and the total and residual book‐tax differences, I find that D&O insurance exhibits a strong negative relationship with the GAAP effective tax rates and a strong positive relationship with both the total and residual book‐tax differences. However, there is generally no evidence showing that D&O insurance is associated with the cash effective tax rates. I interpret these results as indicating that D&O insurance reduces the tax expenses reported in the financial statements but not the actual tax paid. In other words, D&O insurance contributes to financial tax management but not to cash tax savings. Further tests in this study reveal that firms with fluctuating D&O coverage limits engage in more aggressive tax reporting than other firms, suggesting that managers may consider the level of D&O insurance that they purchase when they make aggressive tax‐reporting decisions.     

保险治理与公司违规——董事高管责任保险的治理效应研究

公司治理机制被认为是影响公司违规的重要因素,然而董事高管责任保险作为一种重要的外部治理机制,是否会影响公司违规尚未得到充分研究。本文研究发现董事高管责任保险显著降低公司违规概率,符合监督效应假说。经工具变量法、Heckman两阶段模型和倾向得分匹配法稳健性检验,上述结论依然成立。影响机制分析表明,董事高管责任保险显著降低了公司违规倾向,显著增加了违规后被稽查的概率,并降低了上市公司的第一类代理成本。对董事高管责任保险的监督职能做进一步分析发现:(1)董事高管责任保险对上市公司经营违规和领导人违规的监督效应更为显著,但对信息披露违规的治理作用并不显著;(2)董事高管责任保险发挥的监督职能与股权属性和保险机构股东治理存在替代效应,与外部审计师治理和董事长CEO二职分离存在互补效应;(3)分组检验结果表明,董事高管责任保险对公司违规的监督效应在外部监管环境较差或者公司内部信息透明度较高的情况下更加显著。本文既提供了保险合约通过公司治理渠道影响公司违规的证据,同时也表明保险机构通过董事高管责任保险为中国资本市场提供了一种较为有效的公司外部治理机制。     

比较法视域下公司董事赔偿责任保险立法问题研究——基于日本第二次《公司法》修改的比较考察

D&O保险的立法问题是我国司法实践中一个亟需澄清的问题,同时亦是保险法学界关注较多的基础理论问题。本文通过考察D&O保险合同在公司治理中的价值,细致分析在2019年日本第二次《公司法》修改之际学界对D&O保险规则立法与否的争论及立法演进历程,并对增设D&O保险合同规定的初衷以及在决定该保险合同内容时的决策程序进行系统阐释。研究发现,增设D&O保险合同规定、明确公司有权全额负担保险费用,有助于提高管理层的风险承担水平和管理效率,进而促进企业创新。在探讨我国《公司法》是否应当构建D&O保险规则这一问题时,应注意到公司法上的补偿制度是D&O保险存在的前提。就D&O保险合同内容的信息披露问题,一方面,为防止公司费用无限地用于提升填补限额,可采披露D&O合同信息的手段;另一方面,就具体的信息披露事项,不可盲目“照搬”美国做法。     

公司治理水平、董事高管责任保险与盈余管理

董事高管责任保险在董事和高管遭受民事诉讼时具有“兜底”效应,降低了董事高管的执业风险.选取2002-2014年中国A股上市公司为样本,实证检验董事高管责任保险对公司盈余管理的影响,进一步分析在不同公司治理水平下,董事高管责任保险与公司盈余管理的关系是否存在差异.研究结果表明:董事高管责任保险的引入会加剧公司盈余管理行为;随着公司治理水平提高,董事高管责任保险与公司盈余管理的正相关关系减弱.     

Directors' and officers' liability insurance and stock price crash risk

We investigate the impact of directors' and officers' insurance (D&O insurance) on stock price crash risk. We find that D&O insurance in China is negatively associated with stock price crash risk. This association is robust to a series of robustness checks including the use of alternative sample, Heckman two-step sample selection model, propensity score matching procedure, fixed effects model, the inclusion of some possibly omitted variables, and bootstrap method. Further analyses show that the impact of D&O insurance on crash risk is more pronounced in firms with lower board independence, non-Big 4 auditors, lower institutional shareholdings, and weaker investor protection; and the negative relationship between D&O insurance and crash risk is not driven by the eyeball effect. Moreover, we find that D&O insurance purchase is associated with less financial restatements and more disclosure of corporate social responsibility reports. Our findings provide support to the notion that D&O insurance appears to improve corporate governance.     

董事高管责任保险与上市公司关联交易——基于我国上市公司经验数据的检验

董事高管责任保险(D&O保险)是一个市场化的外部治理机制。基于沪深证券交易所2003—2017年上市公司数据,本文实证检验了D&O保险对上市公司关联交易的影响。研究发现,D&O保险显著提升了关联交易总水平、关联销售金额和关联购买金额;根据控股产权性质分组研究发现,D&O保险对非国有控股公司关联交易的正向影响,比对国有控股公司更加显著;D&O保险、关联交易均与公司价值显著正相关,且关联交易发挥中介效应。研究表明,D&O保险通过监督效应提升关联交易,并促使其对公司价值发挥支持效应。研究加深了对D&O保险治理职能的理解,更新了对关联交易经济后果的惯性认知,对促进公司治理治理机制建设和完善现代企业制度具有重要的理论和现实意义。     

Accounting and litigation risk: evidence from Directors’ and Officers’ insurance pricing

We study whether and how financial reporting concerns are priced by insurers that sell Directors’ and Officers’ (D&O) insurance to public firms. As D&O insurers typically assume the liabilities arising from shareholder litigation, the premiums they charge for D&O coverage reflect their assessment of a company’s litigation risk. Using a sample of public firms in the 2001–2004 Tillinghast D&O insurance surveys, we document that firms with lower earnings quality or prior accounting restatements pay higher premiums after controlling for other factors impacting litigation risk. In addition, insurers’ concerns about financial reporting are most evident for firms with restatements that are not revenue or expense related, are greater in the period following the passage of the Sarbanes–Oxley Act of 2002, and are greater for firms with financial reporting problems that linger. Our results are consistent with past restatements being viewed as evidence of chronic problems with a firm’s financial statements. By analyzing archival data, we can also quantify the effects of other determinants of D&O premiums (such as business risk, corporate governance, etc.) identified by Baker and Griffith (Univ Chic Law Rev 74(2):487–544, 2007a) through interviews regarding the D&O underwriting process.     

Inherent Virtue or Inevitable Evil: The Effects of Directors' and Officers' Insurance on Firm Value

Whether directors’ and officers’ (D&O) insurance improves firm value is a controversial issue. We perform a literature review about the effect of D&O insurance and find mixed results. The proponents of D&O insurance believe it enhances corporate monitoring and improves firm value, while the opponents of D&O insurance argue that it creates a moral hazard problem and diminishes firm value. Against this backdrop, we argue that the trade‐off between the monitoring and moral hazard effects depends on the information acquired by the outside directors. Using a sample of listed Canadian firms, we find that (1) a change in D&O insurance coverage has no net effect on a firm's subsequent value when we ignore the information acquired by outside directors, (2) an increase in D&O insurance coverage improves a firm's subsequent value when the outside directors are well informed, and (3) an increase in D&O insurance coverage reduces a firm's subsequent value when the outside directors are poorly informed. Our findings are robust to endogeneity checks and have important implications for the regulation of D&O insurance.     

Directors' and officers' liability insurance and loan spreads

We analyze the effect of directors' and officers' liability insurance (D&O insurance) on the spreads charged on bank loans. We find that higher levels of D&O insurance coverage are associated with higher loan spreads and that this relation depends on loan characteristics in economically sensible ways and is attenuated by monitoring mechanisms. This association between loan spreads and D&O insurance coverage is robust to controlling for endogeneity (because both could be related to firm risk). Our evidence suggests that lenders view D&O insurance coverage as increasing credit risk (potentially via moral hazard or information asymmetry). Further analyses show that higher levels of D&O insurance coverage are associated with greater risk taking and higher probabilities of financial restatement due to aggressive financial reporting. While greater use of D&O insurance increases the cost of debt, we find some evidence that D&O insurance coverage appears to improve the value of large increases in capital expenditure for firms with better internal and external governance.     

A longitudinal study of the interplay of corporate collapse,accounting failure and governance change in Australia: Early 1890s to early 2000s

The “surprise” element of many corporate failures during calamitous periods typically results in criticisms of accountants and auditors and their principles, practices and standards and typically leads to governance reforms including those related to the preparation and audit of corporate financial reports. Set in Australia, this historical study presents the results of an examination of four rounds of heavy and unexpected corporate collapses across a number of sectors which occurred in the early 1890s, early 1960s, late 1980s/early 1990s and the early 2000s. The longitudinal study examines the interplay of corporate collapse, accounting failure and governance change within these periods and seeks to elucidate the continued implication of accounting in corporate scandals despite the governance reforms that were introduced after each calamitous period in order to alleviate or curtail future failures. The study applies an investigatory framework for analysis purposes which draws upon Clarke, 2004, Clarke, 2007 perspective on cycles of crisis and regulation, Jones's (2011a) model of the potential for accounting failure and the scholarly literature on legal conceptions of rule effectiveness.     

The impact of directors’ and officers’ insurance on audit pricing: Evidence from UK companies

This paper examines the impact of directors’ and officers’ (D&O) insurance on audit pricing in a large sample of UK companies. The existence of D&O insurance is expected to exert a dual impact on auditors’ pricing decisions. The presence of an additional source of funds to satisfy stakeholder claims in the event of audit client failure suggests that audit fees in insured companies should be lower. Alternatively, recent research has identified a positive link between the presence of D&O insurance and a number of characteristics traditionally associated with more expensive audits. The main objective of this study is to ascertain which of these influences pre-dominates. Analysing a sample of 753 UK listed companies in the early 1990s, when companies were obliged to disclose the presence of D&O insurance, this study shows that D&O insurance is associated with higher audit fees. It also confirms that insured companies are larger, more complex and present a greater audit risk (using a range of measures) than uninsured companies. Further analysis suggests that the impact of D&O insurance on audit fees may be influenced by company size, auditor size, and the extent of non-executive presence on the company's board.     

Directors’ and Officers’ liability insurance and bond credit spreads: Evidence from China

Using hand-collected data on purchases of D&O insurance by Chinese listed firms for the period from 2008 to 2019, we empirically find that D&O insurance negatively associates with credit spreads. The negative relationship still holds after conducting a series of robustness tests and is not driven by the eyeball effect. We also show that D&O insurance can reduce credit spreads via the channels of internal controls, external monitoring, information asymmetry and default risk. Moreover, the negative effect of D&O insurance on credit spreads is more pronounced for non-state-owned firms, those located in regions with a low level of marketization or that employ rating agencies with a bad reputation. Our study complements the literature on the credit spreads and corporate governance.     

The cost of disclosure regulation: evidence from D&O insurance and nonmeritorious securities litigation

This study examines whether the required disclosure of directors’ and officers’ (D&O) insurance premiums leads to nonmeritorious securities litigation. Our research setting uses a proprietary D&O insurance database that includes New York and non-New York firms, combined with the fact that New York firms must disclose D&O insurance premiums. We thus can exploit a natural experiment based on inter-state variation in disclosure regulation. Disclosed premiums may influence case selection in two ways. First, higher premiums signal higher limits, which plaintiffs’ lawyers likely believe enable higher settlements. Second, higher premiums indicate higher risk assessments from insurers and thus a higher likelihood that stock price drops signal misconduct rather than bad luck. We find that D&O insurance premiums for New York firms are associated with a higher dismissal rate. Offsetting this higher dismissal rate, plaintiffs’ lawyers can achieve higher settlements in the relatively few successful cases.     

Corporate Governance,Political Connections,and Intra‐Industry Effects: Evidence from Corporate Scandals in China

This paper investigates intra‐industry spillover effects of corporate scandals in China. We demonstrate how a contagion effect spreads to peer firms depending upon the quality of corporate governance and their political connections. Good corporate governance in peer firms reduces the contagion effect of scandals. External governance has a stronger influence on reducing the contagion effect of both financial and non‐financial scandals, while ownership concentration and the quality of auditors play a more pronounced role in mitigating the contagion effect of financial scandals. State ownership helps to mitigate the negative influence of non‐financial scandals in individual‐owned firms, but not in state‐owned enterprises.     

Corporate Governance and Efficiency: Evidence From U.S. Property–Liability Insurance Industry

This study examines the relation between corporate governance and the efficiency of the U.S. property–liability insurance industry during the period from 2000 to 2007. We find a significant relation between efficiency and corporate governance (board size, proportion of independent directors on the audit committee, proportion of financial experts on the audit committee, director tenure, proportion of block shareholding, average number of directorships, proportion of insiders on the board, and auditor dependence). We also find property–liability insurers have complied with the Sarbanes‐Oxley Act (SOX) to a large extent. Although SOX achieved the goal of greater auditor independence and might have prevented Enron‐like scandals, it had some unexpected effects. For example, insurers became less efficient when they had more independent auditors because the insurers were unable to recoup the benefits of auditor independence.     

Managerial liability and corporate innovation: Evidence from a legal shock

Despite a longstanding debate over the pros and cons of imposing legal liability on directors and officers (D&Os), there is limited evidence on how D&O liability affects corporate innovation. We study this question by exploiting Nevada's 2001 corporate law change that dramatically lowered D&O legal liability and helped Nevada become the second most popular state for out-of-state incorporations. We find that firms incorporated in Nevada exhibit an increase in innovation outputs relative to matched control firms after the law change, particularly firms facing higher litigation risk or operating in more innovative industries. The results are driven mainly by exchange-listed firms that are subject to better governance than over-the-counter (OTC) listed firms. Lower D&O liability also enables firms to pursue more risky, but potentially more rewarding, explorative innovation. Therefore, although holding D&Os liable may be desirable overall, it also entails a cost by discouraging innovation in some firms. Our study has implications for how the litigation environment may influence sustainable growth via innovation.     

董事高管责任保险、权益资本成本与上市公司再融资能力

基于公司治理角度,使用2002~2012年沪深引进董事高管责任保险的上市公司为样本,考察了董事高管责任保险、权益资本成本和上市公司再融资能力三者之间的相互关系。研究表明：董事高管责任保险与上市公司的再融资能力负相关,与权益资本成本呈显著正相关关系;权益资本成本在董事高管责任保险和上市公司再融资能力影响机制中发挥中介作用。具体地,投资者因规避责任保险机制庇护下公司高管自利行为可招致的风险,导致上市公司权益资本成本增加,从而降低了公司再融资能力。