Does personal liability deter individuals from serving as independent directors?

Naaraayanan, L and Nielsen, K M (2021) Does personal liability deter individuals from serving as independent directors? Journal of Financial Economics, 140 (2). pp. 621-643. ISSN 0304-405X

Abstract

This study examines whether personal liability for corporate malfeasance deters individuals from serving as independent directors. After the introduction of personal liability in India, we find that individuals are deterred from serving on corporate boards. We find stronger deterrence among firms with greater litigation and regulatory risk, higher monitoring costs, and weak monetary incentives. Expert directors are more likely to exit, resulting in 1.16% lower firm value. We further evaluate whether contemporaneous corporate governance reforms and market developments contribute to this deterrence. Overall, our results suggest that personal liability deters individuals with high reputational costs from serving as independent directors.