Universidad de Montevideo, Facultad de Ciencias Empresariales y Economía, Departamento de Economía
Fecha
2017
Extensión
47 p.
Resumen
Stock market reactions to news of cartel prosecutions are muted when indicted firms have a high
proportion of independent directors serving on their boards. This finding is robust to self-selection
and is more pronounced when those directors hold more outside directorships and have fewer stock
options — when they have fewer economic ties to the indicted firms. Results are stronger when
independent directors’ appointments were attributable to SOX, preceded the CEO’s appointment,
or followed class action suits — when they have fewer direct ties to indicted CEOs. Independent
directors serving on indicted firms are penalized by losing board seats and vote support across their
directorships in other firms. Moreover, firms with more independent directors are more likely to
cooperate with antitrust authorities through leniency programs and to dismiss CEOs after cartel
indictments. Our results show that cartel prosecution imposes significant personal costs onto independent directors and that they take actions to reduce those costs. Understanding these incentives
is key for antitrust authorities in designing strategies for cartel prosecution.