Hiring Cheerleaders: Board Appointments of 'Independent' Directors

Lauren  Cohen; Andrea  Frazzini; Christopher  Malloy

Article | Management Science | 2012

Hiring Cheerleaders: Board Appointments of 'Independent' Directors

by Lauren Cohen, Andrea Frazzini and Christopher Malloy

Abstract

We provide evidence that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data on their views regarding the firm prior to being appointed to the board: sell-side analysts who are subsequently appointed to the boards of companies they previously covered. We find that boards appoint overly optimistic analysts who are also poor relative performers. The magnitude of the optimistic bias is large: 82.0% of appointed recommendations are strong-buy/buy recommendations, compared to 56.9% for all other analyst recommendations. We also show that appointed analysts' optimism is stronger at precisely those times when firms' benefits are larger. Lastly, we find that appointing firms are more likely to have management on the board nominating committee, appear to be poorly governed, and increase earnings management and CEO compensation following these board appointments.

Keywords: Recruitment; Management; Corporate Governance; Performance; Governing and Advisory Boards; Executive Compensation; Governing Rules, Regulations, and Reforms; Prejudice and Bias;

Format: Print

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Citation:

Cohen, Lauren, Andrea Frazzini, and Christopher Malloy. "Hiring Cheerleaders: Board Appointments of 'Independent' Directors." Management Science 58, no. 6 (June 2012): 1039–1058.

Case | HBS Case Collection | September 2017 (Revised June 2019)

Dianrong: Marketplace Lending, Blockchain, and 'The New Finance' in China

Christopher J. Malloy, Lauren H. Cohen, Anthony K. Woo, Christopher J. Malloy, Lauren H. Cohen and Anthony K. Woo

This case examines the strategic positioning of Dianrong, one of the largest online peer-to-peer (P2P) lending platforms in China, in its attempt to become a foundational player in the expansion of the FinTech sector in Asia. Dianrong had recently announced the acquisition of the asset-origination operations of Shanghai-based Quark Finance, augmenting Dianrong’s asset management and credit evaluation capabilities across China, as well as a new initiative to develop the first blockchain platform for supply chain finance in China. The goal was to provide capital to smaller suppliers in the supply chain, and provide enhanced visibility and transparency of supply chains for large multinational manufacturers. The company had also made several recent forays into other related sectors, with their creation of “DR Group” as an umbrella corporate structure that included all wholly-owned businesses, joint ventures, and partnerships. This rebranded group structure encompassed the various aspects of “The New Finance,” leveraging FinTech innovation to deliver value for borrowers, lenders, and investors. Case protagonist Soul Htite, Founder and CEO of Dianrong, and the former CTO of Lending Club, must decide how to execute on the firm’s aggressive diversification plan. Recent advances at the company, while promising, were complicated by the uncertainties in the political and regulatory landscape. How should the company leverage its advantage in technology and position itself in the market? Which sectors within its larger umbrella structure were the most promising avenues to focus on? Was Dianrong tackling too many sectors and problems at once? Htite’s view was that in order to truly succeed in China a technology company had to “create” much of the ecosystem and infrastructure oneself, as opposed to in the US where companies could simply “provide add-ons” to existing firms and capabilities. But the reality of trying to excel in so many different areas was daunting.

Keywords: Financing and Loans; Online Technology; Supply Chain; Finance; Innovation and Invention; Competition; Product Positioning; Strategy; Financial Services Industry; China;

Citation:

Malloy, Christopher J., Lauren H. Cohen, and Anthony K. Woo. "Dianrong: Marketplace Lending, Blockchain, and 'The New Finance' in China." Harvard Business School Case 218-043, September 2017. (Revised June 2019.) View Details

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ClearLife’s first product was a trading and analytics platform for participants in the US life settlement market, the secondary market for life insurance. ClearLife played a key role in facilitating transactions and devising a common language for expressing value and risk in this alternative asset class, and soon became the leading service provider in this market. After six years, ClearLife began to search for new business opportunities and identified the equity release market as particularly promising: ClearLife could leverage its experience in handling longevity-linked assets, and there were no strong competitors in sight. Nevertheless, this small enterprise faced the risk and challenges associated with allocating its limited resources to expanding the business. Students studying this case explore the factors underpinning the attempt of an InsurTech company trying to diversify.

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Hiring Cheerleaders: Board Appointments of 'Independent' Directors

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