Empirical studies on the relationship between shareholder litigation and corporate disclosure obtain mixed results. We develop an economic model to capture the endogeneity between disclosure and litigation. Equilibrium disclosure is determined by two countervailing effects of litigation, a deterrence effect and an insurance effect. We derive four key results. (i) Decreasing litigation risk leads to less disclosure of very bad news, due to a weakening of the deterrence effect, but to more disclosure of weakly bad news, due to a weakening of the insurance effect. (ii) Given a sufficiently large information asymmetry, litigation risk dampens (boosts) overall disclosure of bad news for low (high) litigation risk firms. (iii) Capital markets respond more to the disclosure of bad news than of good news if the deterrence effect is strong, which arises if both insiders’ penalties and litigation risk are high. (iv) In an extension, we highlight real effects of litigation on corporate innovation and establish that innovation first decreases and then increases (strictly decreases) with litigation risk if insiders’ penalties are small (large). We reconcile our findings with results from a large set of U.S.-based empirical studies and make several novel predictions.
This paper examines determinants and consequences of hedge fund activism, focusing on activist directors, i.e., directors appointed in response to activist demands. Using a sample of 3,259 activism events from 2004 to 2016, we identify 1,623 activist directors. Compared to other newly appointed directors, these activist directors tend to be younger, more likely to have finance and accounting skills, and less likely to be female. We find that the likelihood of acquiring board representation is associated with weaker market performance or lower payout ratios. Following the appointment of an activist director, we find evidence of increased divestiture, decreased acquisition activity, higher CEO turnover, increased leverage, higher payouts, and reduced investment. Our analysis of data on activists’ stated demands also shows that activist directors are effective in helping activists achieve their goals, consistent with the notion that board representation is an important mechanism for activists to bring about desired changes. Finally, we find positive abnormal returns of 1% when an activist director is appointed and a 3.2%-point increase in return on assets over the subsequent five years with an activist-affiliated director.
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