Publication Type
Journal Article
Version
acceptedVersion
Publication Date
8-2021
Abstract
Despite a longstanding debate over the pros and cons of imposing legal liability on directors and officers (D&Os), there is limited evidence on how D&O liability affects corporate innovation. We study this question by exploiting Nevada's 2001 corporate law change that dramatically lowered D&O legal liability and helped Nevada become the second most popular state for out-of-state incorporations. We find that firms incorporated in Nevada exhibit an increase in innovation outputs relative to matched control firms after the law change, particularly firms facing higher litigation risk or operating in more innovative industries. The results are driven mainly by exchange-listed firms that are subject to better governance than over-the-counter (OTC) listed firms. Lower D&O liability also enables firms to pursue more risky, but potentially more rewarding, explorative innovation. Therefore, although holding D&Os liable may be desirable overall, it also entails a cost by discouraging innovation in some firms. Our study has implications for how the litigation environment may influence sustainable growth via innovation.
Keywords
D&O liability, legal liability, directors, officers, corporate innovation, Nevada corporate law, innovation outputs, litigation risk, innovative industries, governance, exchange-listed firms, over-the-counter listed firms, risky innovation, explorative innovation, sustainable growth, litigation environment
Discipline
Accounting | Corporate Finance | Technology and Innovation
Research Areas
Corporate Governance, Auditing and Risk Management
Publication
Journal of Corporate Finance
Volume
64
First Page
1
Last Page
23
ISSN
0929-1199
Identifier
10.1016/j.jcorpfin.2021.102022
Publisher
Elsevier
Citation
GUAN, Yuguan; ZHANG, Liandong; ZHENG, Liu; and ZOU, Hong.
Managerial liability and corporate innovation: Evidence from a legal shock. (2021). Journal of Corporate Finance. 64, 1-23.
Available at: https://ink.library.smu.edu.sg/soa_research/2006
Copyright Owner and License
Authors
Creative Commons License
This work is licensed under a Creative Commons Attribution-NonCommercial-No Derivative Works 4.0 International License.
Additional URL
https://doi.org/10.1016/j.jcorpfin.2021.102022