董監事暨重要職員責任保險與彌補虧損減資宣告效應

Directors’and Officers’Liability Insurance and the Valuation of Announcements of Capital Reduction to Cover Accumulated Deficits

本文實證顯示董監事責任保險與彌補虧損減資宣告期間報酬率呈現顯著負向關係；此結果支持「道德風險攸關的代理問題假說」：董監事責任保險轉移管理階層潛在訴訟風險所誘發盈餘操弄的代理衝突問題，因而在宣告期間給予更為負面評價。本文亦發現董監事責任保險與彌補虧損減資宣告期間報酬率的負向關係更顯見於資訊不對稱的樣本公司；然而此負向關係在具有外部監督機制的樣本公司則不復存在。有趣的是，本文實證亦發現2018年8月1日公司法172條增列「減資不得以臨時動議提出」之後的樣本期間，董監事責任保險對於彌補虧損減資宣告期間股東財富的負向解釋力不復存在；此結果隱含法規增修確實強化公司治理機制，因而抑制董監事責任保險誘發的代理問題。

Using a sample of announcements of capital reduction to cover accumulated deficits (CRCAD) made by the TWSE- and TPEx-listed firms during 2009−2021, this study examines how directors’and officers’liability insurance (D&O insurance) influences shareholder wealth during the period of CRCAD announcements. Our robust evidence shows that D&O insurance coverage is significantly negatively associated with CRCAD announcement-period abnormal returns. The evidence is supported by the moral hazard-related agency problem hypothesis, asserting that D&O insurance coverage limits managerial exposure to potential litigation risk and, thus, induces managerial agency conflicts related to earnings manipulation. Hence, stock market investors are likely to respond unfavorably toward the announcements of CRCAD that encourages the pursuit of managerial self-interest private benefit. Our further evidence shows that the negative relation between D&O insurance coverage and CRCAD announcement-period abnormal return is more pronounced for firms with greater information asymmetry, while is more mitigated for firms with greater external monitoring. Interestingly, we also show that the negative effect of D&O insurance coverage on CRCAD announcement-period abnormal return becomes insignificant after August 1, 2018 when the Article 172 of Company Act is amended“capital reduction decision shall not be brought up as extemporary motions”. This implies that the regulatory change bolstered corporate governance mechanisms in mitigating D&O insurance coverage-driven managerial agency conflicts. The study contributes to the existing literature on D&O insurance, CRCAD, and corporate governance by being the first to examine the relationship between D&O insurance coverage and the valuations of CRCAD.