Directors' and officers' liability insurance: a systematic literature review

Abstract

PurposeWe review and synthesize the existing research on directors' and officers’ (D&O) liability insurance. Our objectives are (1) to examine the institutional forces and regulatory requirements that have influenced the development of D&O liability insurance; (2) to identify the factors that influence firms to purchase D&O liability insurance and explore the consequences associated with its usage and (3) to identify gaps in the current literature and provide recommendations for future research on D&O liability insurance.Design/methodology/approachWe perform a systematic literature review (SLR) using the Preferred Reporting Items for a Systematic Review of Meta-Analysis (PRISMA) guidelines to examine archival studies that investigate the determinants and consequences of D&O liability insurance. Using a Boolean search strategy on the “Web of Science” (WoS) and PRISMA selection criteria, we review 64 published archival research articles and three working papers from 1987 to October 2023.FindingsOur review reveals that disclosing detailed information regarding D&O liability insurance, such as total insurance premiums and coverage limit, is predominantly voluntary, except in Taiwan. Our findings suggest that the decision to purchase D&O liability insurance is influenced by litigation risk, which is determined by factors such as firm size, complexity and corporate governance variables. We also find that D&O liability insurance has implications for financial reporting, audit outcomes, investment behavior and capital market performance.Practical implicationsIn the post-COVID era, where firms face pressure due to financial constraints, our research emphasizes the practical importance of carefully considering and understanding the impact of D&O liability insurance, particularly as it concerns the demand for such insurance.Originality/valueTo the best of our knowledge, this study represents the first systematic review of previous research on D&O liability insurance. Our review highlights some research gaps, particularly in relation to the implications for financial reporting practices, auditing outcomes, firm investment behavior and capital market consequences.