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.

Article | Journal of Finance | June 2020

Lazy Prices

Lauren Cohen, Christopher J. Malloy, Quoc Nguyen, Lauren Cohen, Christopher J. Malloy and Quoc Nguyen

We explore the implications of a subtle "default" choice that firms make in their regular reporting practices, namely that firms typically repeat what they most recently reported. Using the complete history of regular quarterly and annual filings by U.S. corporations from 1995 to 2014, we show that when firms make an active change in their reporting practices, this conveys an important signal about the firm. Changes to the language and construction of financial reports have strong implications for firms' future returns: a portfolio that shorts "changers" and buys "non-changers" earns up to 188 basis points per month (over 22% per year) in abnormal returns in the future. These reporting changes are concentrated in the management discussion (MD&A) section. Changes in language referring to the executive (CEO and CFO) team, or regarding litigation, are especially informative for future returns.

Keywords: information; default behavior; inertia; firms; annual reports; disclosure; Information; Business or Company Management; Behavior; Corporate Disclosure; Financial Reporting; United States;

Citation:

Cohen, Lauren, Christopher J. Malloy, and Quoc Nguyen. "Lazy Prices." Journal of Finance 75, no. 3 (June 2020): 1371–1415. (Winner of the First Prize, Chicago Quantitative Alliance Academic Paper Competition, 2016. Winner of the Jack Treynor Prize for superior work in the field of investment management and financial markets, sponsored by the Q-Group,The Institute for Quantitative Research in Finance, 2016. Winner of the Hillcrest Behavioral Finance Prize, 2016.) View Details

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Three years ago, Alvin Ang and his partner founded fidentiaX in Singapore, with the ambition to create the world’s first marketplace for tradable insurance policies on blockchain. With a 26-page white paper, the start-up closed a successful fundraising round through an initial coin offering (ICO). Three years later, however, the company still had not completed the infrastructure for the insurance trading platform. Besides the rapidly dwindling funds, fidentiaX had to fight with a tardy development team, uncooperative incumbent insurers, and begrudging investors. The case provides an overview of the blockchain industry and insights into the secondary life insurance market. Through the case, students will assess the company’s business strategies and learn about typical challenges faced by technology start-ups.

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Hiring Cheerleaders: Board Appointments of 'Independent' Directors

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