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Hiring Cheerleaders: Board Appointments of 'Independent' Directors

Authors: Lauren Cohen; Andrea Frazzini; Christopher J. Malloy;

Hiring Cheerleaders: Board Appointments of 'Independent' Directors

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, microlevel 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 with 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. Last, 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 chief executive officer compensation following these board appointments. This paper was accepted by Brad Barber, finance.

Keywords

independent directors, appointments, analysts, board members, jel: jel:J24, jel: jel:G28, jel: jel:J44, jel: jel:G34

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Found an issue? Give us feedback
selected citations
These citations are derived from selected sources.
This is an alternative to the "Influence" indicator, which also reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Citations provided by BIP!
popularity
This indicator reflects the "current" impact/attention (the "hype") of an article in the research community at large, based on the underlying citation network.
BIP!Popularity provided by BIP!
influence
This indicator reflects the overall/total impact of an article in the research community at large, based on the underlying citation network (diachronically).
BIP!Influence provided by BIP!
impulse
This indicator reflects the initial momentum of an article directly after its publication, based on the underlying citation network.
BIP!Impulse provided by BIP!
148
Top 1%
Top 10%
Top 10%
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