Saturday, September 30, 2017

Asset Manager, Heal Thyself

Earlier this week, the Wall Street Journal reported that many institutional investors – including large mutual fund complexes like BlackRock and State Street – have become concerned about “overboarding,” namely, the phenomenon where corporate directors sit on multiple boards.

There are good reasons to be concerned.  Researchers have found that in many, though perhaps not all, cases when corporate directors are “overboarded” – and thus presumably unable to devote their full attention to governance at particular companies – companies are less profitable and have a lower market to book ratio.  (Similarly effects are found for distracted directors.)

That said, there’s a particular irony in seeing mutual fund companies, of all investors, leading the charge.  Most mutual fund companies employ a single board – or a few clusters of boards – to oversee all of the funds in the complex.  This can result in directors serving on over 100 boards in extreme cases.  State Street’s Equity 500 Index Fund, for example, reports trustees who serve on 72 or 78 boards within the complex.  BlackRock’s Target Allocation Funds have trustees who serve on either 28 and 98 different boards (depending on how you count).

I’ll admit this is something of a cheap shot: presumably each fund is much more similar to the other funds than are the various companies at which overboarding concerns are raised.  Still, when you get to over 20 funds per director, that’s a lot, no?  Or 50 funds?  Especially since the funds have varying interests – they might stand on opposite sides of a merger, or invest at different levels within a single firm’s capital structure, or compete for limited opportunities like IPO allocations and pre-IPO shares.  Different funds might even be differently invested  in firms within an industry, and thus have divergent interests regarding competition between the firms.  (Cf. Jose Azar et al., Anti-Competitive Effects of Common Ownership).  Not to mention the fact that the independent directors of a mutual fund are supposed to be the fund’s “watchdogs” against exploitation by the sponsor, but service on multiple boards - with associated salaries - may cause the relationship to become suspiciously cozy.

Point being, the overboarding concern is a real one.  But… I’m not quite sure BlackRock is the right face for the resistance.

Ann Lipton | Permalink


Hi Ann – Great post. The overboarding problem, I think, extends beyond mutual funds to many top-tier parent companies in the financial sector. I just wrote a paper, Board to Death: How Busy Directors Could Cause the Next Financial Crisis (forthcoming in the Boston College Law Review), in which I argue that the directors of many of the United States’ largest financial institutions are too busy to fulfill their governance responsibilities. Ultimately, I recommend that the Federal Reserve enact limits on outside board seats for directors of large financial companies (similar to existing EU rules). Perhaps the SEC should consider a similar approach for mutual fund directors?

Posted by: Jeremy Kress | Oct 2, 2017 5:52:38 AM

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