The emerging growth company status on IPO: Auditor Effort,Valuation, and underpricing

The Securities Act of 1933 governs the going public process and the accompanying registration statement submissions to the Securities and Exchange Commission (SEC). The Jumpstart Our Business Start-ups (JOBS) Act of 2012 created several accommodations under the SEC securities laws for a new group of companies referred to as “emerging growth companies” (EGCs). We examine the associations between auditor effort, initial public offering (IPO) offer prices, and investors’ perceptions of the registrants’ intrinsic value (underpricing) and EGCs’ registration statements utilizing accommodations to reduce financial statement information disclosure. Our finding that auditor effort is reduced suggests that the potential for increased auditor risk for EGCs future financial statements could be higher because of issues related to financial statements not included in the registration statements. We also find a negative (positive) association between EGC filing and IPO offer prices (underpricing). Our results suggest potential unintended consequences associated with EGCs and that auditor effort might not be sufficient to reduce the possibility of future financial statement failures.     

AN EMPIRICAL EXAMINATION OF THE IMPACT OF LIMITED REVIEW ON EQUITY PRICES

SEC Accounting Series Release No. 177 required independent auditors to make a limited review of summarized quarterly data included in annual reports. This paper examines the reaction of investors to earnings announcements based on financial statements subject to limited review relative to announcements when no auditor involvement was required. The reaction of market participants is measured by an abnormal daily return metric of the common stock surrounding the published earnings announcement in The Wall Street Journal. As hypothesized, no difference in investor reaction is observed for the sample of firms subject to limited review for the 1977 fiscal year, but exempt in the 1976 fiscal year.     

How frequently should listed companies report results?

On August 17, 2018, President Trump announced that he had asked the Securities and Exchange Commission (SEC) to study whether U.S. listed companies should file interim financial statements at half-year intervals instead of on a quarterly basis. This essay examines the question underlying the President's concern: how frequently should public companies file interim statements? A review of accounting standards, regulations, and research reveals that there is (i) no agreed-upon best practice for reporting frequency, (ii) compelling evidence that analyst earnings estimates arising from interim reporting give rise to executive angst, and (iii) some evidence that lengthening reporting intervals will harm investors. The short-term implication of this essay is that readers of this journal should participate in SEC deliberation on this issue. The long-term implication is that we need to encourage accounting scholars from various disciplines to try to answer the President's question.     

An investigation of SEC “Speech GAAP”

This study investigates the financial reporting regulation effects of the Securities and Exchange Commission (SEC) staff comments made during the American Institute of Certified Public Accountants (AICPA) Annual Current SEC & Public Company Oversight Board (PCAOB) Developments Conference in Washington, D.C. (SEC Conference). At this conference, the SEC staff communicates its preferences about areas where it believes companies are misapplying GAAP (Generally Accepted Accounting Principles). We call this communication SEC Speech GAAP. One outcome of the SEC Conference may be that companies re-evaluate their previous financial reporting by restating their financial statements. We find, first, that firms with restatement issues similar to those covered at the SEC Conference experience a decrease in the association between earnings and future cash flows after the restatement. Second, we find little market reaction to the disclosure of restatements related to SEC Conference issues, but the disclosure of non-conference related restatement issues has a significantly negative affect on investors’ valuation decisions. Our findings suggest that SEC Speech GAAP is associated with financial statements that are less informative to investors and investors find the valuation consequences of restatements prompted by SEC Speech GAAP to be less important than the valuation consequences for restatements prompted for other reasons.     

The Information Contained in Reconciliations to Earnings Based on US Accounting Principles By Non-US Companies

To improve comparability of financial statements across countries, the US Securities and Exchange Commission (SEC) requires non-US registrants to either issue financial statements based on US Generally Accepted Accounting Principles (GAAP) or provide in their footnotes a reconciliation of their foreign accounts to their US GAAP counterparts. The New York Stock Exchange has requested the elimination of this requirement on the basis that it serves as a barrier to non-US companies that desire to enter the US market. The SEC maintains that the reconciliations provide important information to investors when assessing the value of a company's stock. This study investigates the information content claim made by the SEC. An event study methodology is utilised that measures the stock price reaction within a short window surrounding the SEC filing date of the firm's 20-F (analogous to the 10-K for US firms). A significantly positive correlation is documented between the stock price reaction and the change in the aggregate reconciliation. This result implies that US GAAP disclosures provide information to the market when the 20-F arrives at the SEC.     

Are recent segment disclosures of Japanese firms useful?: Views of Japanese financial analysts

Since 1990, the Japanese Ministry of Finance (MOF) has required Japanese firms to disclose segment data in annual financial statements. Using a survey instrument, we examine whether Japanese analysts find these segment disclosures to be useful. Our study finds that analysts perceive that segment data aid them in forecasting consolidated sales and net income. However, results also show that analysts are concerned that Japanese firms do not define segments meaningfully and consistently and are arbitrary in the allocation of common costs. Further, the analysts do not believe that the usefulness of segment data improves when it is audited. These results have implications for investors in Japanese stocks and accounting policy bodies, such as the US Securities and Exchange Commission (SEC).     

Public and private sector auditors and accruals quality in English NHS hospital Trusts

To promote auditor independence and audit quality in English NHS Trusts the Audit Commission regulates auditor rotation, fees and the appointment of its own and private sector auditors. NHS sanctioned departures from GAAP, some of which allow the financial breakeven target to be achieved, have been criticised by the Audit Commission as detrimental to financial discipline. In this paper, we investigate the association between abnormal accruals and the achievement of financial breakeven in NHS hospital Trusts over the period 1998–2005. We also investigate the association between abnormal accruals, audit fees and the Trusts audited by public and private sector auditors. We find evidence that abnormal accruals are used to achieve financial breakeven and they differ across different types of auditor. We also identify a negative relationship between abnormal accruals and NHS Trust star ratings. These findings raise questions about the ‘quality’ of NHS audit where compliance with NHS-specific regulations overrides the wider GAAP-based requirement for financial statements to show a true and fair view and they warrant reconsideration of the nature of audit in NHS Trusts.     

EC Green Paper Proposals and Audit Quality

In order to restore confidence in financial statements the European Commission proposes different measures to enhance audit quality. This paper examines potential effects of selected proposals on audit quality in the light of prior research findings. It concludes that an increased emphasis on substantive audit procedures may not be beneficial and that joint audits potentially improve competition and audit quality, but might increase audit fees. An appointment by a third party would strengthen auditor independence. The overall impact of a mandatory rotation of audit firms is unclear due to opposite effects on auditor competence and auditor independence. The provision of non-audit services might affect independence in appearance negatively. However, a total ban would not be necessary. Finally, a limit to the proportion of fees an audit firm can receive from a single client as well as a capping of non-audit fees seem to be desirable.     

The Disciplinary Role of Financial Statements: Evidence from Mergers and Acquisitions of Privately Held Targets

This study examines whether requiring the disclosure of audited financial statements disciplines managers’ mergers and acquisitions (M&As) decisions. When an M&A transaction meets certain disclosure thresholds, the Securities and Exchange Commission (SEC) requires the public acquirer to disclose the target's audited financial statements after the merger is completed. Using hand‐collected data, I find that the disclosure of private targets’ financial statements is associated with better acquisition decisions. Furthermore, I find that this disciplining effect of disclosure is more pronounced when monitoring by outside capital providers is more difficult and costly, and when other disciplining mechanisms are weaker. Finally, these findings are robust to several alternative explanations, such as monitoring from blockholders and voluntary disclosures. In sum, the evidence suggests that the ex post mandatory disclosure of private targets’ accounting information disciplines managers’ acquisition decisions and improves acquisition efficiency.     

SEC communications to the independent auditors: An analysis of enforcement actions

All 415 SEC releases issued between the end of 1972 and the end of 1989 were analyzed to clarify the SEC's philosophy of independent auditing and to document the violations of generally accepted auditing standards (GAAS) reported in the releases. Among the findings are 1) the SEC consistently concluded that the primary purpose of an independent audit is to enhance the efficiency of the capital markets and help protect the investing public by providing reasonable assurance concerning the integrity of the financial statements and related disclosures; 2) the SEC attributed many independent audit failures to questionable independent auditor judgement in adhering to professional standards, most often because of insufficient gathering of audit evidence due to over-reliance on management representations; 3) the large majority of cases in which the SEC associated the auditor with fraudulent financial reporting (usually constructive fraud) involved smaller audit firms; 4) the large majority of cases of management fraud in which the auditors were deceived by clients involved large audit firms. In the final section of this paper, we discuss the influence of enforcement releases on independent audit standard setting and possible implications for the audit profession in the future.     

Proximity to the SEC and Stock Price Crash Risk

We explore the possibility that Securities Exchange Commission (SEC) oversight influences disclosure practices in a manner that reduces the likelihood of individual stock price crashes. Firms located farther from the SEC have greater stock price crash risk and this result is more pronounced for firms with financial statements that are less readable (those with larger 10‐K filings) and more pronounced when SEC budgets are relatively smaller. Similar results are obtained in response to SEC regional office location changes that are more likely to be exogenous. Our results suggest that SEC oversight induces disclosure practices that reduce the likelihood of large negative disclosures.     

An Investigation into the Potential Adoption of International Financial Reporting Standards in the United States: Implications and Implementation

International Financial Reporting Standards (IFRS) have been adopted by most of the G20 countries. Given the broad worldwide acceptance of IFRS and significance of attaining comparability to facilitate free flow of capital, the US standard setter, the Financial Accounting Standards Board (FASB) made a commitment to jointly work with the International Accounting Standards Board (IASB) to explore the possibilities of convergence of US Generally Accepted Accounting Principles (GAAP) with IFRS. In 2007, the US Securities and Exchange Commission (SEC) eliminated the requirement that foreign companies listed on the US stock exchanges reconcile their IFRS‐based financial statements with the US GAAP. In the same year the US SEC issued a concept release to the public requesting comments on a proposal to allow US issuers to prepare financial statements in accordance with IFRS. Following these initiatives by the FASB and SEC, the aim of the present study is to investigate the implications of a potential full adoption of IFRS by the US. The present study details the challenges and benefits of adoption and outlines the steps required for a successful outcome of this process.     

Convergence between US GAAP and IFRS: Acceptance of IFRS by the US Securities and Exchange Commission (SEC)

Abstract

The world's capital markets stand to benefit significantly from widespread acceptance and use of global accounting standards that are high quality, comprehensive and rigorously applied. The US Securities and Exchange Commission (SEC) announced in April 2007 a series of actions it intends to take relating to the acceptance of International Financial Reporting Standards (IFRS). To implement this, the SEC proposed in July 2007 amendments to Form 20-F and conforming changes to SEC Regulation S-X to accept financial statements prepared in accordance with IFRS without reconciliation to US Generally Accepted Accounting Principles (GAAP) when contained in the filings of foreign private issuers with the SEC. This paper analyses the forces driving convergence between US GAAP and IFRS and discusses the most recent activities by the SEC in relation to IFRS and international cooperation, including the SEC vote as of 15 November 2007, to allow foreign private issuers to prepare their financial statements using IFRS as issued by the IASB without reconciling to US GAAP.     

Introducing XBRL through a financial statement analysis project

In this project, we introduce business and accounting students to the application of eXtensible Business Reporting Language (XBRL) through the use of interactive data. Students study the basic concepts and potential benefits of interactive data and XBRL. Students learn to extract the financial reports of two companies in the same industry. Then, using traditional financial analysis techniques (ratio analysis) students can compare the performance of these companies. Thus, the project accomplishes two important objectives: it introduces students to the benefits and features of XBRL-tagged financial reporting and interactive data, and it shows how this medium can be used to facilitate the analysis of financial statements. The project uses free, publicly available interactive data tools to accomplish these objectives.This project is appropriate for any level of financial accounting course in which students use public company financial statements to generate financial ratios and conduct analysis on them. We aim the project at MBA-type introductory accounting courses. In addition, we show how it can easily be expanded to be applied to higher level financial statement analysis courses, both at the undergraduate and graduate levels. The project provides some background into how XBRL-tagged financial reporting is generated, while the main focus is on application of interactive data and not the technology itself. Since XBRL is now mandated by the US Securities and Exchange Commission (SEC) for most reporting entities, it is critical for today’s business students to be familiar with this method of communicating financial information.     

An experimental study of users’ responses to qualified audit reports in China

This paper presents the results of an experimental study on users’ responses to the qualification of audit reports in China. By employing the type of audit report (e.g., unqualified vs. qualified auditor opinion) as a manipulated variable in the experiment, we found mixed responses from the participants towards the perceived impact of a qualified audit report on users’ understanding and use of the financial statements. In general, Chinese users, credit and loan officers in particular, perceived a qualified auditor opinion as having a somewhat negative impact on the credibility of financial statements. However, no significant difference was found in users’ investment or credit decisions with respect to their exposure to the financial statements accompanied by an unqualified or a qualified auditor opinion. The study findings suggest that the U.S.-style qualified audit reports have fairly limited “information content” to users in the present Chinese auditing environment and that there is a need to further improve Chinese auditing standards and practices. In addition, the study provides some insights into recent auditing developments in China.     

UK investors’ perceptions of auditor independence

The auditor’s role in society is that of validating the truth and fairness of financial statements. If owners of organisations doubt the auditor’s independence, financial statements will lack credibility. This questionnaire-based study investigated how investors perceive three potentially independence-impairing auditor–client relationships: the joint provision of audit and non-audit services, an audit firm’s economic dependence upon a client and long-term relationships between auditor and client. The objective was to determine whether, after a series of high-profile corporate collapses, owners retain faith in the integrity of the auditor. The results suggest that economic dependence and the provision of non-audit services are perceived as greater threats to auditor independence than long-term relationships between the auditor and client.     

Educational interventions for teaching the new auditor independence rules

The Sarbanes-Oxley Act of 2002 brought sweeping changes to the accounting profession. One important mandate was for the US Securities and Exchange Commission (SEC) to strengthen the rules of auditor independence. To meet its legal responsibility, the SEC issued Final Rule No. 68 [United States Securities and Exchange Commission (USSEC) (2003). Final Rule 68: Strengthening the commission’s requirements regarding auditor independence. Washington, DC: Government Printing Office [Issue Date: January 28, 2003 (www.sec.gov/rules/final/33-8183.htm and Retrieval Date: January 25, 2004)]], thereby adopting new independence rules for auditors of public companies.     

EXPRESS LANE OR TOLLBOOTH IN THE DESERT? THE SEC'S FRAMEWORK FOR SECURITY ISSUANCE

U.S. companies that need capital may choose between selling securities in the private and public markets. These venues differ in terms of direct issuance costs, the required information disclosed, the liability incurred, and the mechanics of the capital-raising process itself. During the last two decades, the Securities and Exchange Commission (SEC) has deregulated private offerings by broadening their investor base and increasing secondary market liquidity. At the same time, SEC policy has bifurcated the offering process in the public market into two distinct segments based largely on company size and seasoning. Large public issuers have seen a gradual deregulation and acceleration of their capitalraising processes. Important changes for issuers include allowing them to incorporate information into registration statements by reference to Exchange Act reports, to use shelf registration to speed up offers, and to place securities offshore with less regulatory uncertainty. Though small issuers enjoy some of the benefits of these changes, deregulation of their offerings has been somewhat less pronounced. In a Commission report and a subsequent concept release, the SEC indicates it may restructure and unify these three disparate strands of capital raising through an innovative schema of registering companies rather than securities.     

Does Opinion Shopping Impair Auditor Independence and Audit Quality?

This study investigates how companies' threats to dismiss auditors and their engagement in opinion shopping influence auditor independence and audit quality, which in turn affect misstatements in financial statements. It also examines how outsiders' reactions to auditor switching influence opinion shopping. The results indicate that neither the predecessor auditor's nor the successor auditor's independence is compromised by dismissal threats and opinion shopping. Further, the successor auditor's audit quality exceeds the predecessor auditor's audit quality. In addition, auditor switching decreases potential understatements and increases potential overstatements in financial statements, and the capital market's and the successor auditor's reactions to auditor switching reduce the benefits of opinion shopping to companies. Additionally, the study sheds some light on the potential effects of both the Sarbanes‐Oxley's restriction on non‐audit services and mandatory auditor rotation or retention. The paper also derives a rich set of empirical implications.     

中期财务报告自愿审计的动机和市场反应分析——基于中国上市公司的经验数据

作为外部治理机制的审计是公司信息披露质量的重要保证,目前法规对上市公司中期财务报告的审计并无强制性法规要求,许多上市公司选择中期财务报表自愿审计,其行为是一种主动传递信息的过程。本文通过对我国上市公司2007至2010年证券市场自愿中报审计的经验数据分析,对公司自愿中报审计的动机和市场反应进行了实证研究。研究发现:公司中期财务报表自愿审计与公司的成长性和公司规模显著相关,且公司的财务状况和股权性质对公司的自愿审计有一定影响;同时,市场对上市公司中期财务报告自愿审计行为有一定的正面反应,但这种反应效力不足,且持续力较低。