1. Introduction
Over the past two decades, such various high-profile scandals as those involving Enron, Freddie Mac, and Fannie Mae have raised questions as to the relationship between CEOs’ personal traits and ethical decision-making behaviors. Do the CEOs’ personal characteristics influence them to make unethical decisions, or does the institutional environment make it irresistible to do so? Scholars from various disciplines, including business administration, economics, law, and behavioral psychology, have gathered impressive knowledge on both sides of the argument, often concluding that both personal traits and the system are to blame. This study was born from conversations regarding this matter, particularly whether a CEO’s overconfidence can be perceived as unethical, and, if so, how this can be restrained. Hubris, a term stemming from ancient Greece, is understood as “overweening pride” in contemporary culture, and is cited as a cause of tragedy by Aristotle [
1]. Were some of the most tragic incidents in contemporary corporate history then borne from CEOs’ overconfidence? (“Hubris” is often used interchangeably with “overconfidence” in the existing literature [
2,
3,
4,
5]. However, we use the term “overconfidence” as a subset of hubris, as the latter often includes not only a heightened sense of one’s abilities, but also the notion that one is superior to others and therefore not subject to the same set of rules as others [
6]).
Overconfidence is defined as “the subjects’ mean confidence estimate, minus their mean accuracy” [
7]. Thus, one is regarded as overconfident if s/he more positively assesses his/her own abilities, including strategic judgment and leadership capabilities, than his/her peers [
8]. Gervais and Odean [
9] have found that success in investment markets may lead to traders’ and managers’ overconfidence. Much research has been conducted on how a CEO’s overconfidence can lead to defective decision-making: for instance, Chen [
10] states that overconfidence in CEOs can cause bias in information processing, as well as errors in judgment. McManus [
2] also asserts that hubris can impair moral awareness, thus allowing an individual to divert attention from ethical issues in decision-making. Regarding ethics, if an agent fails to adequately reflect upon a situation due to overconfidence prior to making a decision, that agent can then be held culpable, even if this was not akrasia, or acting against one’s better judgment [
11]. Therefore, a CEO whose decisions are inhibited by his or her own overconfidence can be considered unethical.
While several studies have addressed overconfidence in CEOs as something to overcome, few have actually offered a solution beyond raising awareness of the concept. Petit and Bollaert (2012) [
12] call for the development of the virtue of reverence in CEOs as an internal prevention mechanism; Park et al. [
8] and Bodolica and Spraggon [
6] suggest ways to suppress CEOs’ overconfidence through alterations in corporate culture. Our study focuses on how institutional investors’ monitoring can restrain overconfident CEOs from inadequate decisions, thus adding an external, systematical factor to hinder CEOs from acting overconfidently.
Jensen and Meckling’s [
13] agency theory posits that, owing to misaligned interests, corporate managers have an incentive to maximize their own benefits through opportunistic behavior, rather than maximizing shareholders’ wealth. Specifically, Jensen [
14] argues that managers may exploit corporate free cash flows by undertaking investments with negative net present values (NPVs), but that provide personal benefits to the managers. Consistent with the free cash flow hypothesis, Roll’s [
15] hubris hypothesis contends that managers may overbid for not only empire-building, but also value-decreasing mergers, as they overestimate their own capabilities to manage merged firms. Malmendier and Tate [
16] claim that managerial overconfidence can explain poor investments, as overconfident managers tend to overestimate their investment projects’ returns and thereby overinvest, especially when they have sufficient internal funds. Additionally, Malmendier and Tate [
17] demonstrate that overconfident managers tend to overpay for targets when they engage in value-decreasing mergers. These studies highlight the importance of monitoring and disciplining mechanisms to deter corporate managers from suboptimal investment decisions.
This study specifically investigates whether institutional investors’ external monitoring mitigates overinvestment by overconfident CEOs, and whether this reduces the likelihood of overconfident CEOs’ appointment to firms. We follow up on prior literature by measuring the extent of CEOs’ overconfidence based on their option-exercising behaviors [
16,
17,
18,
19,
20]. The rationale is that CEOs are under-diversified, as their human capital is fully invested in their firms and their compensation often includes the firms’ stocks and options. As negative firm performance affects both CEOs’ firm holdings and labor market opportunities, under-diversified CEOs should have incentives to exercise “deep-in-the-money” options to reduce their exposure to firms’ idiosyncratic risks [
21]. However, overconfident CEOs overestimate the potential increases in their firms’ value, and are consequently more likely to delay exercising their options. Therefore, the timing of CEOs’ exercising their options can be used to measure the extent of CEOs’ overconfidence [
16].
Constructing appropriate proxy variables to measure the degree of institutional monitoring is also important for this study. Recent studies show that not all institutional investors have the motivation and resources to monitor management. Chen et al. [
22] and Chung et al. [
23], among others, provide strong evidence that long-term institutions with large firm shareholdings more actively monitor and discipline the firms’ management and governance structures. We follow these studies by measuring the degree of institutional monitoring as the fraction of shares outstanding owned by long-term institutions with large shareholdings.
Specifically, we empirically test the following hypotheses:
Hypothesis 1. Firms with overconfident CEOs spend more on corporate investments, as overconfident CEOs tend to overestimate their own managerial capabilities and are more likely to make overinvestment decisions.
Hypothesis 2. Institutional monitoring mechanisms through ownership mitigate overconfident CEOs’ potential overinvestment.
Hypothesis 3. Institutional monitoring of potential overinvestment by overconfident CEOs is more evident in long-term and/or larger institutional investors, as they have stronger monitoring incentives.
Hypothesis 4. Hypotheses 2 and 3 are not diluted by the internal monitoring mechanisms of the corporate board of directors, as institutional monitoring sufficiently complements the board’s monitoring.
Hypothesis 5. Firms with strong institutional monitoring are less likely to appoint overconfident CEOs to preclude overinvestments’ negative effects.
We find that firms with overconfident CEOs undertake a larger investment quantum. This implies that these CEOs tend to be overoptimistic about investment opportunities, and are more likely to execute such opportunities. This finding is consistent with the literature, which indicates that an overconfident CEO’s overinvestment increases with risk-taking behavior [
24,
25]. More importantly, these findings demonstrate that institutional monitoring mechanisms can potentially mitigate overconfident CEOs’ overinvestments. However, we find that institutional monitoring’s effect is only significant when considerably long-term and/or larger institutional investors hold the firms’ shares. This result is consistent with the recent literature, wherein long-term institutions and/or institutional blockholders have substantial incentives to monitor management, and influence the governance structure, among heterogeneous institutions [
22,
23]. Additionally, we find that institutional monitoring’s effect on overinvestments is significant, even after our empirical analysis controls for the internal monitoring effect by a firm’s board of directors. The last finding reveals that institutional investors’ monitoring not only attenuates overconfident CEOs’ overinvestments, but also negatively influences their appointment. This is particularly remarkable as it suggests that a strong monitoring mechanism may preclude undesirable outcomes caused by overconfident CEOs. Overall, this study provides insights into institutional monitoring’s role in corporate governance by focusing on how institutional monitoring affects corporate suboptimal investment decisions driven by overconfidence, a personal trait of some CEOs.
The remainder of this paper is organized as follows:
Section 2 discusses related literature and
Section 3 presents the sample data and descriptive statistics. The empirical analysis is discussed in
Section 4, followed by
Section 5, which concludes the paper.
2. Related Literature
The literature documents that overconfident CEOs tend to take more risks when making executive decisions. Many studies, as pioneered by Roll [
15], have connected overconfidence, or, broadly hubris, with excessive and sometimes irrational risk-taking. Hayward and Hambrick [
3] and Chatterjee and Hambrick [
24] found that when overconfident CEOs engage in large corporate investments, such as mergers and acquisitions, they tend to offer higher bid premiums for targets. Subsequently, their firms’ post-acquisition performance tends to be worse than that of firms led by CEOs who are not overconfident. Heaton [
26] posits that managerial optimism may lead to distorted investment policies, which lack traditional agency and information asymmetry theories. Optimistic managers may invest in projects with a negative NPV due to the projects’ systematic overvaluation. Simon and Houghton [
27] found that overconfident managers tend to introduce risky products that are actually less likely to succeed. Park et al. [
8] illustrate how ingratiation from other managers and board members can cause CEOs’ overconfidence, and they are less likely to make strategic decisions in response to poor firm performance. McManus [
2] states that hubris causes CEOs to become less aware of moral decisions, thus leading to unethical management. Thus, a substantial body of literature documents the relationship between a CEO’s overconfidence, or hubris, and suboptimal decision-making. However, aside from Petit and Bollaert [
12] and Park et al. [
8], who suggest adjustments in private and corporate culture to suppress CEOs’ overconfidence, most previous studies focus on the results of CEO overconfidence rather than ways to address it. Therefore, our study is unique in its approach, which involves institutional monitoring as a control apparatus.
Institutional investors’ monitoring roles in corporate governance mechanisms have become increasingly important in the United States’ financial markets, as corporations’ institutional ownership has substantially increased in past decades (according to the Conference Board, institutional ownership in the United States’ largest 1000 corporations increased from 46% in 1987 to 73% by the end of 2009). Typically, institutional investors are large shareholders in a firm, and tend to have strong incentives to monitor the firm’s management. An extensive body of literature documents institutional investors’ monitoring of various corporate decisions and corporate governance structures, and the literature further suggests that institutional investors directly influence management activities. Smith [
28], Carleton et al. [
29], Del Guercio and Hawkins [
30], and Gillan and Starks [
31] reveal that institutional investors actively discipline corporate decisions and policies by negotiating with management and presenting shareholder proposals at corporate annual meetings. Specifically, institutional investors affect various corporate decisions, including those concerning mergers and acquisitions [
32], payout policies [
33], executive compensation [
34], earnings management [
35], risk-taking behaviors [
36], and hedging policies [
37]. Institutional investors also indirectly influence firms through their ability to sell their shares, which potentially initiates downward price pressures and provides negative information signals to other investors. Additionally, while institutional investors may not directly monitor firms, boards may consider their preferences, which may then indirectly affect corporate policies. A corporate board may prefer particular types of institutional shareholders due to beliefs regarding their effects on shares’ value and/or corporate governance [
38,
39,
40].
In contrast, the literature also provides evidence of ineffective and inactive institutional monitoring. For example, Smith [
28] and Del Guercio and Hawkins [
30] note that active institutional monitoring may not influence a firm’s performance. Additionally, Coffee [
41] and Bhide [
42] suggest that the costs of active monitoring could surpass the benefits. Given that increased market liquidity allows institutional investors to trade shares at low costs, it is often easier to sell shares when dissatisfied with a firm’s management. Parrino et al. [
43] observe greater declines in institutional ownership in the year preceding forced CEO turnovers than in voluntary CEO turnovers. Their finding suggests that institutional investors may simply sell their shares when dissatisfied with management, or when monitoring costs exceed their benefits.
While institutional monitoring studies focus heavily on the influence of firm-level characteristics and governance structures, we focus on institutional monitoring’s role in managerial overinvestment decisions, and specifically those stemming from the cognitive bias of overconfidence. Cognitive psychology suggests that most people naturally display optimistic expectations for the future. Griffin and Tversky [
44] state that experts are more likely to develop a sense of overconfidence compared to non-experts. Managers are particularly prone to exhibit optimism in their decision-making for numerous reasons. First, individuals are more optimistic when they believe that they control outcomes [
45]. Managers are particularly more optimistic when they have significant control over their firms’ performance [
46]. Second, highly committed individuals are more optimistic about outcomes [
45], and managers are committed to the firm because their personal wealth, reputation, and employability are highly dependent on the firm’s performance [
47]. Third, people tend to overstate their skills relative to others’ when their reference point is abstract [
48,
49].
5. Conclusions
A substantial body of literature suggests that corporate decisions made by overconfident CEOs result in negative outcomes for the firm. Specifically, CEOs’ personal characteristics highly relate to firms’ overinvestment activities. This study provides evidence that external monitoring by institutional investors can mitigate CEOs’ overconfident behaviors. We particularly examine institutional monitoring’s influence on overinvestments by overconfident CEOs, as well as the likelihood of an overconfident CEO’s appointment. Our empirical findings indicate that firms under overconfident CEOs are indeed prone to overinvestment, as their CEOs tend to be both overconfident regarding investment opportunities and more likely to execute decisions based on such overconfidence. The findings, more importantly, illustrate that the institutional monitoring mechanism attenuates overconfident CEOs’ overinvestment. However, we find that the institutional monitoring effect is only significant when long-term and/or large institutional investors hold the firms’ shares. We also find that monitoring by institutional investors not only actively attenuates a CEO’s overconfident investments, but also negatively influences the appointment of an overconfident CEO. This finding is notable, as it suggests that the institutional monitoring mechanism precludes associated undesirable outcomes from the decisions of overconfident CEOs. Overall, these findings provide insight into institutional monitoring’s role in corporate governance, as they specifically focus on institutional monitoring’s effects on corporate investment decisions, as driven by a CEO’s personal overconfidence.
This study contributes to the discourse on ethical leadership, particularly as it offers a concrete measure as to how to prevent overconfident CEOs from making suboptimal decisions through institutional amendments. This paper complements Petit and Bollaert [
12], who propose developing the virtue of reverence as a personal prevention mechanism for CEO hubris, and also Park et al. [
8] and Bodolica and Spraggon [
6], who call for alterations in corporate culture to monitor and manage CEO confidence. Our findings complement their recommendations for personal and cultural changes within the system, and suggest that developing a comprehensive monitoring environment through external institutions could effectively prevent an overconfident leader’s value-destroying behaviors.
Currently, few studies offer institutional or personal solutions as to how CEOs’ overconfidence can be prevented or alleviated. We intend to continue research on the subject, especially on how external institutional changes can affect the corporate governance system. Specifically, it would be useful to survey firms that have established the ownership structure suggested in our study and investigate the long-term consequences of their actions, such as CEOs’ decision-making processes and firm performance.