Director Interlocks Research Articles

The Effects of Blockholding's Interlocking Directorates and Corporate Policies on Information Asymmetry

The Effects of Blockholding's Interlocking Directorates and Corporate Policies on Information Asymmetry

Corporate network formation in Kuwait: board interlocks network analysis using exponential random graph models

PurposeInterlocking directorates are a common phenomenon across several markets around the world. Yet, the institutional environment and the role of corporate elites in forming board networks promote some developing markets as a unique setting to understand the corporate boards network structure. This study aims to first explore the board directors’ network of all publicly listed companies in Kuwait. This paper then evaluates the effects of exogenous factors and endogenous network structural processes on the likelihood of board interlock.Design/methodology/approachThis study analyzes the interlocks network structures of 167 listed companies in 13 different market sectors in Kuwait relying on hand-collected directors’ data and using four measures of network centrality: betweenness, degree, closeness and eigenvector. The authors predict board interlocks using exponential random graph models (ERGM) and firm-level information from the Bloomberg database.FindingsThis study observes that both the firms and directors’ networks consist of 55 components, with the largest component containing about half of the total number of firms/directors. The firm’s network consists of one giant component of 85 firms, including all but one bank. This study shows the importance of endogenous network variables, such as the number of edges, centralization and triangles on the estimation of the factors that promote the board interlocks. Highly centralized firms are less likely to interlock with other firms, while two firms that are interlocked with a common third firm are more likely to interlock.Originality/valueThis paper is the first to analyze in-depth the structure of the directors network of companies in Kuwait. This study illustrates the complex map of interfirm and directors social networks in Kuwait. To the best of the authors’ knowledge, this study is among the first to exploit ERGM in the context of board interlocks to account for potential cross-dependencies and emergent network structures. Managers can identify the director interlock with other firms in the network and take advantage of the connection as a source of external knowledge and influence.

Interlocking directorships and firm performance: the role of board diversity

PurposeThis study aims to examine the impact of interlocking directorships on firm performance in Turkey, with a specific focus on the moderating role of board diversity.Design/methodology/approachUsing a panel dataset comprising the top 100 firms listed on Borsa Istanbul from 2014 to 2018, this study employs regression analysis to investigate the relationship between interlocking directorships, board diversity, and firm performance. It firm-level financial data and directorship information to assess the effects of interlocking directorships on firm performance while also considering the moderating influence of board diversity.FindingsThe findings of this study reveal several important insights. First, the results confirm the “busyness hypothesis” as an increase in the number of interlocks per director negatively impacts firm performance, indicating reduced monitoring effectiveness. However, the study also demonstrates that board diversity plays a significant moderating role. Specifically, board diversity positively influences the relationship between interlocking directorships and firm performance, suggesting that a diverse board can mitigate the negative effects of interlocks and enhance overall firm performance.Originality/valueThis study contributes to the existing literature in several ways. First, this study extends our understanding of the relationship between interlocking directorships and firm performance, considering contingency factors in the Turkish market. Second, our findings imply that board diversity mitigates the negative impact of busy interlocking directorates and improves firm performance, which provides invaluable directions to firms in setting their boards. Moreover, this research enhances corporate governance practices in Turkey and beyond in other emerging markets with similar corporate governance mechanisms by identifying the importance of board diversity and its moderating influence.

Penalties for Information Disclosure Violations and Independent Directors' Dissenting Behaviors at Director-Interlocked Firms: Spillover Effects Through Director Networks

Exploiting the mandatory disclosure requirement for independent directors’ votes in Chinese listed firms, this study investigates how penalties for information disclosure violations influence the dissenting behaviors of independent directors at firms with director interlocks. The results suggest penalties for information disclosure violations may encourage independent directors to express dissent on board proposals that are raised by director-interlocked firms. Further analyses show that as the severity of penalties increase, independent directors become more likely to express dissent, particularly about information disclosure issues. This dissenting behavior significantly improves the director-interlocked firm’s information disclosure quality and reduces the likelihood of being penalized for information disclosure violations. Finally, cross-sectional tests show that interlocked independent directors and independent directors with a background in finance, a greater reputation, and more power are more likely to dissent.

BOARD CHARACTERISTICS AND AUDIT QUALITY: EVIDENCE FROM VIETNAM

This study investigates the relationship between key director characteristics, board composition, and audit quality in the context of Vietnamese listed firms on the Ho Chi Minh City Stock Exchange over the period 2015 to 2020. Based on the study of Mustafa et al (2017), we employ a comprehensive dataset comprising 415 firms, we utilize a random effects estimation model to analyze the nuances of these associations. Our findings reveal a noteworthy positive relationship between directors aged 36-55 and 46-55 years old and audit quality, suggesting that the experience and expertise of directors within these age brackets contribute positively to the enhancement of audit processes. Furthermore, our study identifies a significant positive impact on audit quality associated with interlocking directorships, emphasizing the importance of interconnected networks within corporate governance structures. In addition, our results highlight the influential role of boards populated by members holding Master's degrees, indicating a positive correlation between educational qualifications and clients' demand for high audit quality. This insight underscores the significance of academic prowess and specialized knowledge in fostering a climate conducive to rigorous audit practices.

Director Interlocks: Information Transfer in Board Networks

Director interlocks occur when a board member or an executive of a firm sits on the board of directors of another firm. As an essential social network application in the business world, interlocking directorates are documented to be non-trivial from the 1930s and continue to gain popularity thereafter. Corporate information and business practices can be transferred to another firm through an interlocking director sitting on both companies’ boards. Such information dissemination leads to changes in an interlocking firm’s decision-making processes. Existing business research attempts to decipher the underlying reasons why board interlocks become prevalent, how and what information is being transferred through this channel, and the intended or unintended consequences to firm strategic, governance, financing, and accounting practices. We first introduce theoretical research on board interlocks in management and then follow up with empirical evidence in finance and accounting. Since extant studies have not reached a consensus on various consequences of board interlocks, we contribute to the literature by summarizing the findings from multi-business disciplines, discussing their advantages and disadvantages, and calling for more research on the topic.

How Much Does Nonprofit Board Governance Matter? Role of Interlocking Directorates, Executive Power, and Women on Boards in Executive Compensation

This article develops an executive compensation model focusing on board governance structure in nonprofit organizations. Drawn from a panel of nonprofits in three Upstate New York cities from 1998 to 2014, the analysis shows that chief executive officers (CEOs) compensation is positively associated with interlocking directorships of CEOs and boards of directors. The results reveal that the executives enjoy more compensation when they serve on the boards of other nonprofit organizations, hold more power in a leadership position with CEO duality and longer tenure, and when the organizations are led by busy boards where a majority of members in the boardroom sit on the boards of multiple other nonprofits. The analysis further shows that financial rewards offered to the executives are contingent upon women’s representation in the boardroom. These findings suggest board governance composition plays a critical role in executive compensation. Implications for practice and future research are discussed.

Illegal interlocks among life science company boards of directors.

Competition between life science companies is critical to ensure innovative therapies are efficiently developed. Anticompetitive behavior may harm scientific progress and, ultimately, patients. One well-established category of anticompetitive behavior is the 'interlocking directorate'. It is illegal for companies' directors to 'interlock' by also serving on the boards of competitors. We evaluated overlaps in the board membership of 2,241 public life science companies since 2000. We show that a robust network of interlocking companies is present among these firms. At any given time, 10-20 percent of board members are interlocked; the number of interlocks has more than doubled in the last two decades. Over half of these interlocked firms report over $5 million in historical revenue, exceeding a legal threshold that makes an interlocking directorate a violation of antitrust law. Those interlocks are only illegal if the companies compete, even in part. Using the disease categories for which companies have sponsored clinical trials, we discover that a few markets are responsible for a large fraction of interlocks. We show that in dozens of cases, companies share directors with the very firms they identify as their biggest competitive threats. We provide a data-driven roadmap for policymakers, regulators, and companies to further investigate the contribution of anticompetitive behavior to increased healthcare costs and to enforce the law against illegal interlocks between firms.

Interlocking boards and firm outcomes: a review

PurposeThis paper explores the relationship between board interlocks and firm outcomes by reviewing the most recent peer-reviewed articles examining this research theme.Design/methodology/approachA systematic and bibliometric methodology of assessing 369 peer-reviewed articles from the Web of Science (WoS) database was applied. The study also leverages key R-packages litsearchr and Bibliometrix software to enhance the descriptive and thematic literature analysis to identify gaps and opportunities for new research.FindingsThis study confirms a rapid increase in articles on this thematic area, over the last decade, with increasing collaboration occurring among researchers in the United States, Europe, China, South Korea and India. Four core research clusters are identified. The first and largest cluster links interlocked directors to issues related to corporate governance and firm outcomes. The second cluster links social network theory, interlocking directorates and firm outcomes. Smaller emerging research clusters include topics related to ownership structure, board size, political connectedness and impacts on firm outcomes. The final cluster examines the influence of board interlocks on market value and firm innovation.Practical implicationsInterlocked directors can have both positive and negative impacts on a wide variety of firm outcomes. This study places great interest in the selection of new directors, ensuring that the selection has aligned with the needs and interests of the company and disclosures of potential competing interests are declared and considered. Equally important are the governance practices used to monitor directors' behavior and to protect the interest of shareholders and the firm. This is particularly relevant in the internal appointment of interlocked directors to critical positions, such as audit committees or instances where interlocked directors may simultaneously hold CEO or executive leadership positions in other companies.Originality/valueThis paper examines the board interlocks literature related to firm outcomes. Additionally, this review identifies several topics and disciplines which, if pursued, could enrich the literature and promise new avenues for future research.

Interrogating diversity: Feminism and the destructuration of Australian board appointment practices

AbstractResearch Question/IssueHow have social movements influenced the diversity of Australian corporate leadership? Although board diversity is crucial for corporate governance, the research in this topic is bifurcated between studies examining interlocking directorates and the presence of boardroom gender diversity.Research Findings/InsightsIn this study, we use a novel dataset and method to understand board diversity. We integrate the analysis of social diversity (structural connections) and demographic diversity among ASX50 boards in 2019 and 2023. Social network analysis (SNA) reveals a closely connected corporate community, with prosopography data identifying a narrow range of “acceptable” demographic characteristics.Theoretical/Academic ImplicationsWe extend institutional theory by examining the role of global social movements (GSMs) for the destructuration of board appointment practices and the resulting uneven progress on equality. Activism from the global feminist movement has applied multi‐dimensional coercive and normative pressures to develop a “pipeline” and “catalyst” for women's board appointments. Simultaneously, the absence of targeted action on other diversities and the intensification of directors' professional requirements have institutionalized the group's social and demographic profile.Practitioner/Policy ImplicationsThese findings are relevant to policymakers and corporations, highlighting the role of social movements for disrupting the status quo and the multidimensional institutional pressures needed to destructure entrenched appointment practices.

Family vs non family networks: Chile, Mexico and Peru

ObjetivoAnalisar redes de diretores de empresas familiares e não familiares no Chile, México e Peru.MetodologiaA análise das redes sociais permitiu analisar a posição das empresas familiares na estrutura das redes a nível local e transnacional.ResultadosAs empresas familiares têm um nível mais elevado de ligações cruzadas com outras empresas, especialmente as empresas familiares. Além disso, é mais provável que as empresas familiares ocupem posições intermediárias nas estruturas das redes nacionais. Por último, têm também mais referências cruzadas com outras empresas nacionais e em regiões geográficas próximas, pelo que criam redes transnacionais.OriginalidadeEncontramos evidências que sustentam os três pilares da literatura sobre familiaridade interorganizacional (Lester e Cannella 2006). As empresas familiares fazem parte de uma rede nacional e internacional mais do que outros tipos de empresas através do interconexões de cargos nos conselhos de administração.

The core of board networks and firm value

We examine the statistical and dynamic properties of board networks connected through interlocking directorates. We find that the degree distribution of a board network follows a power-law distribution. Furthermore, the evolution of the core–periphery structure of board networks over time is related to market stability. This result implies that firms, when densely connected to other boards, would like to keep their position as core groups in board networks. Firm value shows a statistically positive relationship with firms centrally positioned in a board network. Overall, we suggest that board networks can help us understand market stability and serve as an alternative information channel for increasing the firm value. These findings imply that the statistical and dynamic properties of board networks uncover information transmission during the global financial crisis. This paper contributes to interdisciplinary applications of physics in economics and finance in terms of the dynamics of a core–periphery structure of board networks.

Learning from failures: Director interlocks and corporate misconduct

Motivated by social learning and social network theories, we argue that firms learn from failures in their director interlocked firms. Empirical results show that enforcement for violations in errant firms inhibit misconduct commitments in focal firms (i.e., firms interlocked with errant firms). We investigate the role of interlocking directors in facilitating the inhibition of misconduct. Empirical results evidence that information transmission by interlocking directors plays a crucial role in the process of inhibitive learning. Besides information transmission, we also find that interlocking directors react with higher diligence in focal firms. Further, overall diligence of independent directors in focal firms is heightened. Additionally, we test several factors that influence the significance of this inhibition, including characteristics of interlocking directors, firm features, and industry characters. Finally, the enforcement can deter more than one form of misconduct in focal firms. Overall, we thoroughly investigate the reactions of focal firms and their directors. Our study focuses on inhibitive learning, which has received limited attention in corporate finance literature.

Director Interlocks and Group Affiliate Performance: Benefiting from Internal vs. External Ties

While business group research has emphasized the impact of interlocking directorates within groups, research has neglected the role of interlocks with firms outside the group. We theorize that external interlock partners improve the performance of group affiliates because of access to fresh ideas. Moreover, drawing on theories of learning through network ties, we propose that interlocks with poorer-performing partners enhance affiliate performance to a greater extent than better-performing partners. We further examine how internal and external interlock partners shape the performance of focal affiliates interactively. Using a dataset involving manually coded director interlocks of 781 listed firms affiliated with business groups in Taiwan between 2006 and 2015, we show that the ratio of external interlocks enhances affiliate performance, but the effect increases at a decreasing rate. As predicted, only interlock partners with poorer performance relative to the focal affiliate enhance the focal affiliate’s performance. While this pattern applies to both internal and external partners, the positive performance effect of poorer-performing external partners weakens when the focal affiliate’s performance is highly dissimilar to that of better-performing internal partners. Our results present a nuanced understanding of combining learning from both internal and external board interlocks in group settings.

A theory of dialectical transnational historical materialism for China’s state capitalism and the China–US rivalry

A new cold war seems to be looming between China and the United States. The escalating China–US rivalry calls for a more dialectical theory of international political economy that captures conflict and disintegration as an integral part of capitalist globalisation. Kees van der Pijl’s and William Carroll’s critical realist approach towards the study of transnational corporations (TNCs) and transnational capitalist class (TCC) formation has incorporated the classical theory of uneven capitalist development and inter-imperialist rivalry into the scholarship of transnational historical materialism, which I argue is apt for explaining the China–US conflict: One is positioned as a Hobbesian contender and the other as the Lockean hegemon. To provide empirical grounding for my argument, I conduct a corporate network study to examine the interlocking directorates of 40 Chinese TNCs. In concordance with Carroll and colleagues’ studies, I find that the globalisation of Chinese TNCs and Chinese corporate elite has been modest and has not undermined or replaced the national base, nor does it signify a homogeneous TCC formation. My findings have also revealed an inextricable relationship between the Chinese TNCs and China’s party-state, or a Hobbesian character of state-organised capitalism.

Do information sources matter in corporate tax avoidance? The roles of peer effects and director interlocks

Do information sources matter in corporate tax avoidance? The roles of peer effects and director interlocks

Introduction to Special Issue on Common Ownership and Interlocking Directorates

Common ownership by institutional investors—of minority stakes across multiple competing firms—has become a subject of heated debate in the antitrust community. Although often driven by portfolio diversification strategies, rather than anticompetitive intent, common ownership can result, in some sectors, in the concentration of financial ownership, with possible anticompetitive effects. Over the years, competition authorities on both sides of the Atlantic have taken note. For example, in 2018, the U.S. Federal Trade Commission held a hearing on common ownership.1 In the same year, Margaret Vestager, at that time the Competition Commissioner at the European Commission, stated that the Commission is “looking carefully” at common ownership given indications of its increase and potential for anticompetitive effects.2 In 2017, the Competition and Markets Authority (CMA) examined the extent of common ownership in the banking, insurance, and grocery retailing industries in the United Kingdom.3 Closely related, but currently less discussed, is the question of interlocking directorates among competing companies (companies sharing corporate board members). One key issue is whether these can soften competition, either on their own or in combination with financial links. Although in the United States, Section 8 of the Clayton Act expressly prohibits interlocking directorates between competitors, there is no such prohibition in the EU (apart from Italy in the financial sector). In spite of the prohibition in the United States, the FTC recently stated that interlocks still raise competitive concerns.

Board Games: Antecedents of Australia’s Interlocking Directorates, 1910–2018

Interlocking directorates can encourage innovation, cooperation, and adherence to best practices or can contribute to collusion, corruption, and the stagnation of ideas. Research has identified the contingent nature of director networks, with outcomes dependent on the nature of the tie; the firms and individuals involved; and the institutional, sociopolitical, and cultural context. Distinguishing between helpful and harmful interlocks thus requires understanding the foundations on which they were built. This article is the first systematic, longitudinal analysis of the antecedents of interlocking directorates in Australia, complementing substantial international efforts to understand and compare director networks across the twentieth century. The network has been characterized by a relatively consistent long-run level of connection but substantial variation in the causes of interlocks. The director network in Australia has responded to the pragmatics of the board member occupation, with corporate governance regulations, the progress of the professions, banking and prudential practices, and the form of large organizations encouraging ties that were built on professional expertise and geographic proximity. These findings are important for policy makers, regulatory bodies, and scholars, highlighting the importance of understanding the contextual foundations of interlocks when assessing their potential for harm.

Do interlocks by different types of directors affect the nature of internationalization strategy of emerging market multinationals?

Research that links boards in general and interlocks in particular with internationalization activities of emerging market multinationals (EMNEs) has recently garnered significant attention. However, a focused examination of the impact of the interlocks of different types of directors on the nature of EMNE internationalization strategy is missing. To address this gap, we use an integrated agency–resource dependence perspective to distinguish board interlocks provided by inside directors from those provided by independent directors to demonstrate their impact on exploratory and exploitative internationalization. We test our hypotheses on 1996 observations of Indian firms between 2011 and 2017. Our results show that while inside director interlocks promote exploitative strategies over exploratory internationalization strategies, independent director interlocks deter exploitative internationalization. Furthermore, these preferences are contingent upon the R&D intensity of the firm.

Horizontal Directors Revisited

Abstract U.S. academic discourse on director interlocks is not new. Yet, the increased attention to common ownership has also brought to light the increased tendency of interlocked directors to serve in the same industry. I termed these directors as horizontal directors in my earlier work—shining a light on the benefits they bring to investors and companies but also the risks they pose to governance and antitrust law. This article revisits the prevalence of horizontal directors armed with six additional years of data and shows that the prevalence of horizontal directors has remained steady, even as attention to common ownership has increased in recent years. These findings should serve as a clarion call to regulators—urging them to directly address horizontal directors.