Effects of Litigation Risk on Board Oversight and CEO Incentive Pay

Volker Laux ()
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Volker Laux: McCombs School of Business, The University of Texas at Austin, Austin, Texas 78712

Management Science, 2010, vol. 56, issue 6, 938-948

Abstract: Various commentators have praised the WorldCom and Enron settlements for holding outside directors personally liable, arguing that heightened director liability will induce greater board oversight. This paper shows that the connection between director liability and board behavior is more subtle, because directors have multiple means to respond to an increase in liability exposure: They can increase oversight to prevent accounting manipulation and/or reduce performance-based CEO pay to mitigate the CEO's ex ante incentive to engage in manipulation. These two decisions are interrelated, implying that the effects of director liability on board oversight and CEO incentive pay are ambiguous. In particular, the model predicts that, for firms in which board oversight is difficult and costly (e.g., large firms with complex business operations), a stricter legal environment for directors leads to a lower level of board oversight, lower CEO incentive pay, and lower shareholder value.

Keywords: corporate governance; director liability; board oversight; CEO incentive pay; earnings management (search for similar items in EconPapers)
Date: 2010
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Citations: View citations in EconPapers (24)

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