Do co-opted boards increase insider profitability?

Publication Name

Journal of Contemporary Accounting and Economics

Abstract

Using a sample of U.S. firms over the period 1996–2014, this paper examines whether insider trading profitability increases with high board co-option. Indeed, we find that firms with a higher level of co-opted directors exhibit higher insider trading profitability, largely due to a lower level of managerial ability and analyst coverage. Co-opted boards are also unlikely to implement self-imposed insider trading restrictions, exacerbating this relationship. This positive association is mitigated by a higher level of external monitoring by institutional investors and if the CEO receives more performance-based incentives. Overall, co-opted directors demonstrate aligned interests with CEOs and corporate insiders rather than performing their role as monitors. As a result, a more co-opted board is positively associated with exploitative behaviour of insiders.

Open Access Status

This publication may be available as open access

Volume

17

Issue

3

Article Number

100265

Funding Sponsor

Accounting and Finance Association of Australia and New Zealand

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Link to publisher version (DOI)

http://dx.doi.org/10.1016/j.jcae.2021.100265