Hostname: page-component-78c5997874-m6dg7 Total loading time: 0 Render date: 2024-11-15T20:20:05.220Z Has data issue: false hasContentIssue false

Why Do Directors Join Poorly Performing Firms?

Published online by Cambridge University Press:  31 January 2022

Ying Dou*
Affiliation:
Monash University Department of Banking and Finance
Emma Jincheng Zhang
Affiliation:
Monash University Department of Banking and Financeemma.zhang@monash.edu
*
ying.dou@monash.edu (corresponding author)
Rights & Permissions [Opens in a new window]

Abstract

Core share and HTML view are not available for this content. However, as you have access to this content, a full PDF is available via the ‘Save PDF’ action button.

Prior research has suggested that sitting on the board of a poorly performing firm (PPF) can be undesirable to directors. Still, almost 60% of such firms are able to appoint new directors following director departures. Contrary to a quality matching explanation, we do not find that only poorly performing directors join these firms. Upon joining PPFs, directors are more likely to fill leadership positions without necessarily receiving higher pay. These directors subsequently receive career benefits, especially those who are relatively junior in the pool. As such, the evidence is consistent with the leadership positions providing a certification effect.

Type
Research Article
Creative Commons
Creative Common License - CCCreative Common License - BY
This is an Open Access article, distributed under the terms of the Creative Commons Attribution licence (http://creativecommons.org/licenses/by/4.0), which permits unrestricted re-use, distribution and reproduction, provided the original article is properly cited.
Copyright
© The Author(s), 2022. Published by Cambridge University Press on behalf of the Michael G. Foster School of Business, University of Washington

Footnotes

We would like to thank Robert Schonlau (the referee) for offering detailed comments that have greatly improved the paper. We have benefited from helpful suggestions made by Renée Adams, Stephen Brown, Abe de Jong, Paul Malatesta (the editor), Alireza Tourani-Rad, and participants at the 2018 New Zealand Finance Meeting. We would also like to thank Yifei Miao and Ziyi Wang for providing excellent research assistance. This work started when both authors were doctoral students at the University of New South Wales.

References

Agrawal, A., and Chen, M. A.. “Boardroom Brawls: An Empirical Analysis of Disputes Involving Directors.” Available at SSRN: 1362143 (2011).CrossRefGoogle Scholar
Armstrong, C.; Kepler, J. D.; Shi, S. X.; and Tsui, D.. “Supply Constraints and Directors’ Reputational Incentives.” Available at SSRN: 2991624 (2020).Google Scholar
Bar-Hava, K.; Gu, F.; and Lev, B.. “Market Evidence on Investor Preference for Fewer Directorships.” Journal of Financial and Quantitative Analysis, 55 (2020), 931954.CrossRefGoogle Scholar
Brav, A.; Jiang, W.; Ma, S.; and Tian, X.. “How Does Hedge Fund Activism Reshape Corporate Innovation?Journal of Financial Economics, 130 (2018), 237264.CrossRefGoogle Scholar
Brochet, F., and Srinivasan, S.. “Accountability of Independent Directors: Evidence from Firms Subject to Securities Litigation.” Journal of Financial Economics, 111 (2014), 430449.CrossRefGoogle Scholar
Cai, J.; Nguyen, T.; and Walkling, R. A.. “Director Appointments – It Is Who You Know.” Review of Financial Studies, 35 (2022), 19331982.Google Scholar
Chava, S., and Roberts, M. R.. “How Does Financing Impact Investment? The Role of Debt Covenants.” Journal of Finance, 63 (2008), 20852121.CrossRefGoogle Scholar
Dass, N.; Kini, O.; Nanda, V.; Onal, B.; and Wang, J.. “Board Expertise: Do Directors from Related Industries Help Bridge the Information Gap?Review of Financial Studies, 27 (2014), 15331592.CrossRefGoogle Scholar
De Jong, A.; Hooghiemstra, R.; and van Rinsum, M.. “To Accept or Refuse an Offer to Join the Board: Dutch Evidence.” Long Range Planning, 47 (2014), 262276.CrossRefGoogle Scholar
Denis, D. J., and Kruse, T. A.. “Managerial Discipline and Corporate Restructuring Following Performance Declines.” Journal of Financial Economics, 55 (2000), 391424.CrossRefGoogle Scholar
Dou, Y.Leaving Before Bad Times: Does the Labor Market Penalize Preemptive Director Resignations?Journal of Accounting and Economics, 63 (2017), 161178.CrossRefGoogle Scholar
Ellis, J. A. “Are Turnaround Specialists Special? An Examination of CEO Reputation and CEO Succession.” Available at SSRN: 1956691 (2012).CrossRefGoogle Scholar
Ellis, J. A.; Guo, L.; and Mobbs, S.. “How Does Forced-CEO-Turnover Experience Affect Directors?Journal of Financial and Quantitative Analysis, 56 (2021), 11631191.CrossRefGoogle Scholar
Engelberg, J.; Gao, P.; and Parsons, C. A.. “The Price of a CEO’s Rolodex.” Review of Financial Studies, 26 (2013), 79114.CrossRefGoogle Scholar
Fahlenbrach, R.; Kim, H.; and Low, A.. “CEO Networks and the Labor Market for Directors.” Available at SSRN: 3144216 (2020).Google Scholar
Fahlenbrach, R.; Low, A.; and Stulz, R. M.. “Why Do Firms Appoint CEOs as Outside Directors?Journal of Financial Economics, 97 (2010), 1232.CrossRefGoogle Scholar
Fahlenbrach, R.; Low, A.; and Stulz, R. M.. “Do Independent Director Departures Predict Future Bad Events?Review of Financial Studies, 30 (2017), 23132358.CrossRefGoogle Scholar
Falato, A., and Liang, N.. “Do Creditor Rights Increase Employment Risk? Evidence from Loan Covenants.” Journal of Finance, 71 (2016), 25452590.CrossRefGoogle Scholar
Ferreira, D.; Ferreira, M. A.; and Mariano, B.. “Creditor Control Rights and Board Independence.” Journal of Finance, 73 (2018), 23852423.CrossRefGoogle Scholar
Fich, E. M., and Shivdasani, A.. “Financial Fraud, Director Reputation, and Shareholder Wealth.” Journal of Financial Economics, 86 (2007), 306336.CrossRefGoogle Scholar
Fos, V., and Tsoutsoura, M.. “Shareholder Democracy in Play: Career Consequences of Proxy Contests.” Journal of Financial Economics, 114 (2014), 316340.CrossRefGoogle Scholar
Ghannam, S.; Bugeja, M.; Matolcsy, Z. P.; and Spiropoulos, H.. “Are Qualified and Experienced Outside Directors Willing to Join Fraudulent Firms and If So, Why?Accounting Review, 94 (2018), 205227.CrossRefGoogle Scholar
Harford, J., and Schonlau, R. J.. “Does the Director Labor Market Offer Ex Post Settling-Up for CEOs? The Case of Acquisitions.” Journal of Financial Economics, 110 (2013), 1836.CrossRefGoogle Scholar
Huson, M. R.; Malatesta, P. H.; and Parrino, R.. “Managerial Succession and Firm Performance.” Journal of Financial Economics, 74 (2004), 237275.CrossRefGoogle Scholar
Masulis, R. W., and Mobbs, S.. “Independent Director Incentives: Where Do Talented Directors Spend Their Limited Time and Energy?Journal of Financial Economics, 111 (2014), 406429.CrossRefGoogle Scholar
Perry, T., and Shivdasani, A.. “Do Boards Affect Performance? Evidence from Corporate Restructuring.” Journal of Business, 78 (2005), 14031432.CrossRefGoogle Scholar
Srinivasan, S.Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members.” Journal of Accounting Research, 43 (2005), 291334.CrossRefGoogle Scholar
Vafeas, N.Board Meeting Frequency and Firm Performance.” Journal of Financial Economics, 53 (1999), 113142.CrossRefGoogle Scholar
Yermack, D.Remuneration, Retention, and Reputation Incentives for Outside Directors.” Journal of Finance, 59 (2004), 22812308.CrossRefGoogle Scholar
Supplementary material: PDF

Dou and Zhang supplementary material

Internet Appendix

Download Dou and Zhang supplementary material(PDF)
PDF 190.4 KB