Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

Francois  Brochet; Suraj  Srinivasan

Article | Journal of Financial Economics | February 2014

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

by Francois Brochet and Suraj Srinivasan

Abstract

We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over the directors' ineffectiveness at monitoring managers. In a sample of securities class-action lawsuits from 1996 to 2010, about 11% of independent directors are named as defendants. The likelihood of being named is greater for audit committee members and directors who sell stock during the class period. Named directors receive more negative recommendations from Institutional Shareholder Services (ISS), a proxy advisory firm, and significantly more negative votes from shareholders than directors in a benchmark sample. They are also more likely than other independent directors to leave sued firms. Overall, shareholders use litigation along with director elections and director retention to hold some independent directors more accountable than others when firms experience financial fraud.

Keywords: independent directors; Litigation Risk; class action lawsuits; director accountability; reputation; boards of directors; corporate governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation;

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Brochet, Francois, and Suraj Srinivasan. "Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation." Journal of Financial Economics 111, no. 2 (February 2014): 430–449.

This case explores a new board director who asks a detailed question about a footnote in the lengthy board packet distributed to directors by management. The case allows for discussion about the amount of information and level of detail provided by management, the level of preparation directors engage in prior to board meetings, and the appropriate strategic focus of the board. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case explores a new board director who wants more detail from the management team than his fellow directors are willing to press for. New board director Sam Pesca is frustrated that CFO Alex Marotta provides only a minimal two-page financial summary at board meetings, despite Pesca’s requests for more comprehensive information. The other directors object to pressing Marotta for more detail, and young CEO R.J. Oscott asks Pesca to refrain from pressing the CFO. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

Case | HBS Case Collection | July 2020

Driving Transformation at the Majid Al Futtaim Group

Suraj Srinivasan and Esel Çekin

The case opens with Alain Bejjani, CEO of Majid Al Futtaim (MAF) Holding, anticipating on the Group’s next phase in the multi-year transformation journey and reflecting on the initiatives he implemented to create the Group’s growth-oriented culture. Founded in 1995, MAF Group was a regional conglomerate, operating shopping malls, and retail and leisure establishments across 12 businesses in 15 markets in the Middle East, Africa, and Asia. The case describes the series of structural changes that Bejjani undertook since he became the CEO in 2015, how he transitioned the Holding company from a passive investor to a strategic architect model, and assumed ownership of the brand, culture, and talent across the entire organization for all its operating companies: MAF Properties, MAF Retail, and MAF Ventures. The case discusses the steps that the Group undertook—creation of the Leadership Institute, a new performance management system, investments in digital technology and analytics capabilities, and the launch of the School of Great Moments to instill a focus on customer experience. By November 2019, Bejjani recognized that the organization had evolved considerably in the past five years. He wondered about the next steps in scaling and ability to execute strategy. How much more could he push the organization to continue to change?

Keywords: Transformation; Organizational Change and Adaptation; Organizational Culture; Growth and Development Strategy; Retail Industry; United Arab Emirates; Middle East; Dubai;

Citation:

Srinivasan, Suraj, and Esel Çekin. "Driving Transformation at the Majid Al Futtaim Group." Harvard Business School Case 121-002, July 2020. View Details

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Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

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