Skip to main content

Directors’ and Officers’ Liability Insurance and Overinvestment: Evidence from China

  • Conference paper
  • First Online:
  • 1295 Accesses

Part of the book series: Advances in Intelligent Systems and Computing ((AISC,volume 1191))

Abstract

In recent years, with changing internal governance mechanisms and the improving external legal environment, the professional liability risks and legal constraints faced by directors and officers have become increasingly serious. Directors’ and Officers’ Liability Insurance (D&O insurance) is an important risk transfer mechanism that can transfer third-party litigation risk caused by goodwill management decisions and actions of executives. However, Chinese and overseas scholars have not yet reached a consensus on the corporate governance effect of D&O insurance, and form two main perspectives: opportunism hypothesis and supervision hypothesis. Using panel data from Shanghai-Shenzhen A-share manufacturing listed firms between 2010 and 2018, we test for a relation between D&O insurance and overinvestment, examining the impact of property right and equity ownership concentration on the relationship between the two. The results show that D&O insurance inhibits overinvestment behavior, which is more pronounced in state-owned firms or firms with low concentration of ownership. The paper explores the corporate governance effect of D&O insurance from the perspective of overinvestment, which significantly promotes the establishment of D&O insurance system and mitigates overinvestment problems. Further analyses provide theoretical guidance for accelerating reform in state-owned firms and optimizing ownership structure.

This is a preview of subscription content, log in via an institution.

Buying options

Chapter
USD   29.95
Price excludes VAT (USA)
  • Available as PDF
  • Read on any device
  • Instant download
  • Own it forever
eBook
USD   169.00
Price excludes VAT (USA)
  • Available as EPUB and PDF
  • Read on any device
  • Instant download
  • Own it forever
Softcover Book
USD   219.99
Price excludes VAT (USA)
  • Compact, lightweight edition
  • Dispatched in 3 to 5 business days
  • Free shipping worldwide - see info

Tax calculation will be finalised at checkout

Purchases are for personal use only

Learn about institutional subscriptions

References

  1. Aggarwal, R.K., Samwick, A.A.: Empire-builders and shirkers: Investment, firm performance, and managerial incentives. J. Corp. Finance 12(3), 489–515 (2006)

    Article  Google Scholar 

  2. Baker, T., Griffith, S.J.: Predicting corporate governance risk: evidence from the directors’ & officers’ liability insurance market. The university of Chicago law review, pp. 487–544 (2007)

    Google Scholar 

  3. Bhagat, S., Brickley, J.A., Coles, J.L.: Managerial indemnification and liability insurance: the effect on shareholder wealth. J. Risk Insur. 54, 721–736 (1987)

    Article  Google Scholar 

  4. Boyer, M.M.: Directors’ and officers’ insurance and shareholder protection. J. Financ. Perspect. 2(1), 27 (2014)

    Google Scholar 

  5. Boyer, M.M., Stern, L.H.: Is corporate governance risk valued? Evidence from directors’ and officers’ insurance. J. Corp. Finance 18(2), 349–372 (2012)

    Article  Google Scholar 

  6. Chang, Q., Gao, T.: Directors’ and officers’ liability insurance: opportunism or supervisory effect? - empirical evidence based on A-share listed companies. Financ. Theory Pract. 7, 96–102 (2018). (in Chinese)

    Google Scholar 

  7. Chang, S.C., Ren, Y., Yeh, J.: The role of information: when is directors’ and officers’ insurance value-added? J. Bank. Finance 97, 189–197 (2018)

    Article  Google Scholar 

  8. Chen, Z., Li, O.Z., Zou, H.: Directors’ and officers’ liability insurance and the cost of equity. J. Acc. Econ. 61(1), 100–120 (2016)

    Article  Google Scholar 

  9. Chi, H.Y., Gong, J.J., et al.: Effects of directors’ and officers’ liability insurance on corporate diversification. Available at SSRN 2312952 (2013)

    Google Scholar 

  10. Core, J.E.: The directors’ and officers’ insurance premium: an outside assessment of the quality of corporate governance. J. Law, Econ. Organ. 16(2), 449–477 (2000)

    Article  Google Scholar 

  11. Griffith, S.J.: Uncovering a gatekeeper: why the sec should mandate disclosure of details concerning directors’ and officers’ liability insurance policies. University of Pennsylvania Law Review, pp. 1147–1208 (2006)

    Google Scholar 

  12. Hu, G., Hu, J.: Directors’ and officers’ liability insurance and corporate risk-taking: theoretical path and empirical evidence. Account. Res. 5, 32–38 (2017). (in Chinese)

    Google Scholar 

  13. Jensen, M.C.: Agency costs of free cash flow, corporate finance, and takeovers. Am. Econ. Rev. 76(2), 323–329 (1986)

    Google Scholar 

  14. Jia, N., Tang, X.: Directors’ and officers’ liability insurance, independent director behavior, and governance effect. J. Risk Insur. 85(4), 1013–1054 (2018)

    Article  Google Scholar 

  15. Jia, N., Mao, X., Yuan, R.: Political connections and directors’ and officers’ liability insurance-evidence from China. J. Corp. Finance 58, 353–372 (2019)

    Article  Google Scholar 

  16. Li, K.F., Liao, Y.P.: Directors’ and officers’ liability insurance and investment efficiency: evidence from Taiwan. Pac.-Basin Financ. J. 29, 18–34 (2014)

    Article  Google Scholar 

  17. Lin, C., Officer, M.S., Zou, H.: Directors’ and officers’ liability insurance and acquisition outcomes. J. Financ. Econ. 102(3), 507–525 (2011)

    Article  Google Scholar 

  18. Lin, C., Officer, M.S., et al.: Directors’ and officers’ liability insurance and loan spreads. J. Financ. Econ. 110(1), 37–60 (2013)

    Article  Google Scholar 

  19. Lin, C., Officer, M.S., et al.: Is skin in the game a game changer? Evidence from mandatory changes of D&O insurance policies. J. Acc. Econ. 68(1), 101225 (2019)

    Article  Google Scholar 

  20. Mayers, D., Smith, C.W.: On the corporate demand for insurance. In: Foundations of Insurance Economics, pp. 190–205. Springer (1982)

    Google Scholar 

  21. O’Sullivan, N.: Insuring the agents: The role of directors’ and officers’ insurance in corporate governance. J. Risk Insur. 64, 545–556 (1997)

    Article  Google Scholar 

  22. O’Sullivan, N.: The demand for directors’ and officers’ insurance by large UK companies. Eur. Manage. J. 20(5), 574–583 (2002)

    Article  Google Scholar 

  23. Park, M.: What drives corporate insurance demand? Evidence from directors’ and officers’ liability insurance in Korea. J. Corp. Finance 51, 235–257 (2018)

    Article  Google Scholar 

  24. Peng, S., Wang, Y., Tang, J.: Directors’ and officers’ liability insurance and investment efficiency - an empirical test based on contract terms. Insur. Res. 3, 76–90 (2018). (in Chinese)

    Google Scholar 

  25. Richardson, S.: Over-investment of free cash flow. Rev. Acc. Stud. 11(2–3), 159–189 (2006)

    Article  Google Scholar 

  26. Legal Daily (2016): Report on the legal risk index of Chinese listed firms (2016). http://finance.china.com.cn/roll/20161024/3952859.shtml. Accessed 3rd Mar 2020

  27. Yuan, R., Sun, J., Cao, F.: Directors’ and officers’ liability insurance and stock price crash risk. J. Corp. Finance 37, 173–192 (2016)

    Article  Google Scholar 

  28. Zou, H., Wong, S., et al.: Controlling-minority shareholder incentive conflicts and directors’ and officers’ liability insurance: evidence from China. J. Bank. Finance 32(12), 2636–2645 (2008)

    Article  Google Scholar 

Download references

Acknowledgements

We would like to thank scholars in the references for their contribution and support to this paper.

Author information

Authors and Affiliations

Authors

Corresponding author

Correspondence to Xiaoxiu Chen .

Editor information

Editors and Affiliations

Rights and permissions

Reprints and permissions

Copyright information

© 2021 The Editor(s) (if applicable) and The Author(s), under exclusive license to Springer Nature Switzerland AG

About this paper

Check for updates. Verify currency and authenticity via CrossMark

Cite this paper

Li, K., Chen, X. (2021). Directors’ and Officers’ Liability Insurance and Overinvestment: Evidence from China. In: Xu, J., Duca, G., Ahmed, S., García Márquez, F., Hajiyev, A. (eds) Proceedings of the Fourteenth International Conference on Management Science and Engineering Management. ICMSEM 2020. Advances in Intelligent Systems and Computing, vol 1191. Springer, Cham. https://doi.org/10.1007/978-3-030-49889-4_33

Download citation

Publish with us

Policies and ethics