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.     

Auditors’ Economic Incentives and the Sensitivity of Managerial Pay to Accounting Performance

The use of managerial incentives to manage earnings in order to enhance accounting performance‐based compensation is greater when auditors have economic incentives to compromise their independence. Hence, compensation committees face more difficulties in determining cash compensation when earnings quality declines. This study investigates whether boards of directors can mitigate the agency problems between managers and shareholders by being aware of the opportunistic earnings management encouraged by auditors’ economic incentives and actively adjusting performance‐based compensation for the reduced earnings quality. To this end, it examines how auditors’ economic incentives affect the sensitivity of managerial pay to accounting performance. The findings show a negative association between the client's economic importance to the auditor and the sensitivity of managerial pay to accounting performance, with this association more pronounced for firms that opportunistically inflate earnings, suggesting that boards mitigate agency problems by actively intervening to modify performance‐based compensation schemes for the reduced earnings quality. Additional analyses show that board effectiveness in determining compensation depends on its characteristics. These results suggest the urgent need to oblige companies to establish compensation committees, particularly in countries that lack such a mandatory requirement or where few companies have such committees.     

Loss Reduction Through Worker Satisfaction: The Case of Workers’ Compensation

A prospective study of occupational low back pain (LBP) indicates loss reduction efforts in workers’ compensation that improve workers satisfaction with the treatment of their claim significantly improves levels of recovery (reduces losses) and lowers workers’ compensation insurance costs. The improved outcomes associated with greater worker satisfaction with the firm's treatment of their injury claim, as well as with the treatment from their health care provider, are robust to five alternative measures of back problems, including leg pain and back pain scales, measures of functional limitation, and quality of life scales. Satisfaction with effectiveness of the health care is more important in recovery than satisfaction with the provider's bedside manner. While satisfaction with health care provider significantly improves back pain and functionality at 6 months, satisfaction with the employer's treatment of the claim is equally important at 6 months and grows in quantitative importance at 1 year. Overall, higher satisfaction with claim treatment reduces the likelihood that an injury becomes an indemnity claim and results in almost a 30 percent reduction in claim costs.     

The Effect of IPO Risks on Auditors’ Decisions: Auditor Designation Case

This study examines the effect of audit risks in the Korean initial public offering (IPO) market on the designated auditors’ decisions. The Korean External Audit Act requires firms to switch from incumbent to new auditors designated by the Securities and Futures Commission after the firm announces a future IPO. This study shows the effects of audit risks by examining if the quality of reported earnings and audit fees significantly differs between IPO‐eligible and IPO‐ineligible firms. Empirical tests first show that discretionary accruals are significantly lower for IPO‐ineligible firms than for IPO‐eligible firms in both the IPO designation period and the following review period. We interpret this result to mean that designated auditors evaluate the IPO‐ineligible (and eventually failed) firms’ listing possibility as low. Second, audit fees are higher for IPO‐ineligible firms in the auditor designation period. This reflects the fact that designated auditors are exposed to future audit risks associated with firms’ post‐IPO financial market troubles if IPO‐ineligible firms attempt to go public. Our study contributes to IPO‐related research by showing the effects of auditors’ risk evaluation on discretionary accruals and audit fees. This study also contributes to accounting policymaking regarding auditor independence.     

A Remedy for the Executive Pay Problem: The Case for "Compensation Discussion and Analysis"

After acknowledging the strengths of Bebchuk and Fried's case for managerial power in setting executive pay, this article expresses three major reservations:
First, concerns about the apparent lack of pay for performance do not alone provide a sufficient framework for understanding the controversy over CEO pay or devising a remedy. In fact, such concerns may well take a backseat to popular unrest about the levels of pay, a problem that Bebchuk and Fried largely ignore.
Second, many of the compensation practices identified as "smoking guns" of managerial power, such as the failure to index stock and options and the use of "stealth compensation," may have benign explanations. For example, since the vast majority of employee stock options are awarded to people well below the executive ranks, the absence of indexing may help to preserve a simple, visible score-card (however flawed) for motivating all levels of the organization. And the use of stealth pay may be justified as a means of preventing public scrutiny from distorting private decisions.
Third, even if corporate governance needs improvement, the best remedy may be not a wholesale expansion of shareholder power, but rather a tailored series of measures designed to bolster the defacto independence of the compensation committee. Most important, the SEC should require proxy disclosure of a "Compensation Discussion and Analysis" statement, signed by all the members of the compensation committee, that summarizes and justifies all compensation elements for all senior executives. The resulting process "ownership" and reputation-staking will strengthen the committee's hand against managerial pressure. In addition, serious thought should be given to a shareholder approval vote on the CD&A following the new U.K. practice.     

The ‘SKADE LITorSET’ Expert System for Corporate ‘Litigate or Settle’ Decisions

The ‘SKADE LITotSET’ system is a blackboard-based expert system that makes ‘litigate or settle’ decisions in the product liability area. It has three knowledge sources: Legal, Manager and Insurance Adjuster. The combined expertise from each of these is required to solve the ‘litigate or settle’ problem. The control component co-ordinates the interaction between the various knowledge sources on the blackboard. Based on the latest changes to the data on the blackboard, it selects and executes the next knowledge source. The model reproduces the decision makers' opportunistic reasoning processes by the interaction between the various knowledge sources through the blackboard. The results of analyses of a hypothetical case through a series of experiments with the ‘SKADE LITorSET’ system indicate that the blackboard is an appropriate model for development of expert systems in the ‘litigate or settle’ decision domain. The initial success with the blackboard approach suggests that further work needs to be done to see whether more complex models can be built to incorporate a broader range of determinants of settlement decisions.     

Debtholders’ Demand for Conservatism: Evidence from Changes in Directors’ Fiduciary Duties

Debtholders’ demand has been widely discussed as a key determinant of conservatism but clear causal evidence is not yet established. Using a natural experiment setting, wherein a Delaware court ruled that the fiduciary duties of directors in near insolvent Delaware companies extend to creditors, we predict and find that firms subject to the ruling significantly increased their accounting conservatism. In addition, our results suggest that the increase in conservatism is more pronounced in near insolvent Delaware firms with stronger boards, confirming that the court ruling takes effect through the channel of the board of directors. Our results are robust to using alternative measures of conservatism and near insolvency status, and controlling for potential confounding factors and other stakeholders’ demand for conservatism. Overall, our study provides empirical evidence to support the causal relation between debtholders’ demand and accounting conservatism previously suggested in the literature, and offers some insights into the role of the board of directors in financial reporting.     

Probability Updating and the Market for Directors’ and Officers’ Insurance

Over the past decade, much attention has been given to the topics of corporate governance and corporate risk management. One increasingly important insurance product associated with each of these issues is directors’ and officers’ (D&O) liability insurance. Given the interconnectedness that exists between D&O insurance, corporate risk management, and corporate governance, we exploit industry‐specific D&O data to explain how industries most associated with the corporate scandals of the early 2000s adjusted demand patterns during periods of certainty and uncertainty. The rich data set coupled with dramatic changes in the marketplace allows for the testing of insurance demand patterns and enables us to offer insight into the market's response to a unique type of loss shock. The results of this study suggest evidence in favor of demand‐side probability updating, whereby those industries most associated with the corporate scandals of the early 2000s adjusted the demand for D&O insurance during periods of greater uncertainty.     

Three Versions of Perfect Pay for Performance (Or The Rebirth of Partnership Concepts in Executive Pay)

During the 19th century and the first half of the 20th, the compensation of non‐founder managers of U.S. public companies was guided by partnership concepts. Andrew Carnegie made his senior staff coowners by selling them stock at book value. And Alfred Sloan gave the senior staff of General Motors a fixed percentage of the company's “economic profit.” But in the years since World War II, such partnership concepts have largely disappeared from executive pay. The current view of executive pay is guided by the concepts of “competitive pay” and pay components. But unlike the partnership models of the past, today's “human resources model” of executive pay fails to provide useful guidance to companies on how to achieve a consistent relationship between pay and corporate performance, as reflected in returns to shareholders. As the author argues, the model's insistence on providing “competitive pay” packages that are (1) based on size (that is, on revenue not profitability) and (2) “recalibrated” every year regardless of past performance has the effect of undermining management's incentives by rewarding poor past value performance with increases (instead of reductions) in sharing percentage, and penalizing superior value performance with reductions (instead of increases) in sharing percentage. In recent years, however, three different model pay plans have been proposed that provide both competitive pay and fixed pay leverage in relation to shareholder value. The author is the source of one of the three “perfect” pay plans. The other two are (1) the Dynamic Incentive Account proposed by Alex Edmans of London Business School and Xavier Gabaix of NYU and (2) the investment manager fee structure developed and used by Don Raymond, the chief investment strategist of the Canada Pension Plan. The author shows that cumulative pay under all three plans can be expressed as a function of cumulative market compensation (that is, the pay earned by one's peers over the life of the plan, thus reflecting pay levels for average performance) and cumulative value added (as reflected, say, in the company's TSR relative to the average of its peers' over the life of the plan)—and in the case of plans with equity‐like leverage, cumulative pay is the simple sum of cumulative market compensation and a fixed share of the cumulative value added. The plans reconcile retention and performance objectives more effectively than current practice because they provide competitive pay only for average performance, while using the partnership concept of fixed sharing of the value added to provide strong incentives.     

The impact of the financial system’s structure on firms’ financial constraints

We estimate firms’ cash flow sensitivity of cash to empirically test how the financial system’s structure and level of development influence their financial constraints. For this purpose we merge Almeida et al.’s work, a path-breaking design for evaluating a firm’s financial constraints, with that of Levine, who paved the way for comparative analysis of financial systems around the world. We conjecture that a country’s financial system, both in terms of its structure and its level of development, should influence the cash flow sensitivity of cash of constrained firms but leave unconstrained firms unaffected. We test our hypothesis with a large international sample of 30,000 firm-years from 1989 to 2006. Our findings reveal that both the structure of the financial system and its level of development matter. Bank-based financial systems provide constrained firms with easier access to external financing.     

Life Insurers’ Decision to Use Retained Asset Accounts for Life Insurance Payouts: A Case Study

This case study allows students in a variety of insurance courses to analyze the use of retained asset accounts for insurance policy payouts to beneficiaries that, when reported by Bloomberg Magazine in a series of articles published in 2010, led to litigation and the enactment of statutory and regulatory reforms in some states. In analyzing this multifaceted case, students can be assigned to examine insurance laws and regulations, insurance operations, decision making under uncertainty, ethics, reputation, and/or customer relations.     

‘Pre‐Pack Administration Sale: a Case of Sub Rosa Debt Restructuring’

Under the UK insolvency regime, debt restructuring is ordinarily achievable via a voluntary arrangement, a scheme of arrangement (“scheme”) or a combination of a scheme with administration. 1 However, recently, there has been a growing development of companies using pre‐pack administration sale (“pre‐pack sale”) to effect a debt restructuring under the moniker of a sale of the assets of the company. This article argues that this development poses a genuine danger for the creditors and in particular the junior creditors 2 because such transactions side‐step the protections afforded to the junior creditors in a debt restructuring, particularly a scheme. This article posits that such pre‐pack sales are essentially a sub rosa debt restructuring. 3 Against this backdrop, this article proposes for the use of an ex ante judicial regulatory strategy through the application of the Re Tea Corporation principle to better protect the interest of the junior creditors. 4 Copyright © 2016 INSOL International and John Wiley & Sons, Ltd. Copyright © 2016 INSOL International and John Wiley & Sons, Ltd     

The Pay Review Bodies Revisited

The annual reports of the independent Pay Review Bodies are a key economic event in Britain, covering approximately 1.5 million public sector workers with an annual paybill approaching £50 billion in 2003. The 2003–04 reports are studied in this article. The author concludes that the reports followed quite closely what the Government wanted and in contrast to previous years proposed lower, essentially 'cost of living', awards. The rationale for this is examined for each of the Review Bodies; the article finds that in general the awards reflected the circumstances reported in evidence to the Review Bodies and squared up with their terms of reference. It is, however, too early to say whether the reports marked a long-term turning point towards lower, RPI-related awards and away from the general 'upward' trend evident since 1998.