The Relation between IPO Underpricing and Litigation Risk Revisited: Changes between 1990 and 2002

This paper reexamines the litigation risk hypothesis of initial public offering (IPO) underpricing in different legal and economic environments. When litigation risk is reduced in the three-year period after the enactment of the Private Securities Litigation Reform Act of 1995, firms' litigation risk plays a less significant role in IPO underpricing strategy. Furthermore, underpricing deters more traditional IPO lawsuits compared to that effect in the pre-1995 period. In the period after that, however, there is another structural change in which firms again use underpricing as insurance against IPO lawsuits. This underpricing may actually have led to greater litigation relating to IPO allocation irregularities.     

Resolution of restatement-induced lawsuits after the Private Securities Litigation Reform Act

Using a sample of 185 restating firms that were sued between 1997 and 2005, we examine the role of accounting irregularity, other restatement characteristics and the Sarbanes Oxley Act in the resolution of litigation after the Private Securities Litigation Reform Act (PSLRA). The empirical results indicate that restatement due to an accounting irregularity and investigation of accounting misstatement by the Securities and Exchange Commission (SEC) are associated with a higher probability of settlement. Furthermore, the more negative the investor reaction to a restatement, the higher the probability that a lawsuit will be settled. Finally, we do not find any evidence that the Sarbanes Oxley Act is associated with the probability of a settled lawsuit. Our findings suggest that restatement-induced lawsuits with strong inference of fraud are settled in the period after the PSLRA. The results also highlight the importance of making a distinction between dismissed and settled restatement-induced lawsuits.     

FURTHER EVIDENCE ON INSIDER TRADING AND THE MERITS OF SECURITIES CLASS ACTIONS

To provide further evidence on the merits of securities class actions, we examine insider transactions immediately before and during the class period, using a larger and newer data set. We show that insiders reduce their stock sales by an abnormal amount immediately before the class period. Alternative measures of insider transactions and analysis of data before the enactment of the Private Securities Litigation Reform Act of 1995 provide consistent results. These new findings indicate that class actions, on average, have merit. Our data also reestablish a previous empirical result that there is no abnormal selling during the class period.     

Litigation risk,financial reporting and auditing: A survey of the literature

This paper surveys the literature on the determinants and consequences of securities class action lawsuits against firms and auditors from a financial reporting quality perspective. The survey is motivated by the important role that law plays in protecting stakeholders' interests against managerial misdeed. Litigation is, thus, an important topic and numerous studies investigate the determinants and consequences of firm and auditor lawsuits. The underlying premise of these studies is built on the notion that large financial and reputational penalties associated with successful securities class actions can discipline management and deter them from future wrongdoing. The survey documents that poor quality financial reporting as evidenced in earnings restatements has been the primary antecedent for class action lawsuits against the firm and auditors. Lawsuits against auditors affect audit fees, audit planning decisions and client portfolio adjustment decisions. Although significant progress has been made in terms of further understanding the causes and consequences of litigation against auditors, major challenges remain in the area of proper measurement of litigation risk.     

Earnings quality and Rule 10b-5 securities class action lawsuits

This study examines the earnings quality of firms sued under accounting-related Rule 10b-5 securities fraud class action lawsuits, following a decline in their stock prices, relative to earnings quality of a return-matched control sample of firms. Our analysis is conducted in pre- and post-Private Securities Litigation Rule Act (PSLRA) periods. We measure accruals (earnings) quality using the Dechow and Dichev (2002) model, and provide evidence of significantly lower quality earnings (earnings overstatement) in both the pre- and post-PSLRA periods, for the test sample firms in the four quarters immediately prior to the sued quarter, followed by a sharp decline in the level of earnings of the sued quarter and subsequent four quarters. These consistent results in the pre- and post-PSLRA suggest that lower earnings quality is merit-related indicia of evidence of fraud and that accounting based securities class action lawsuits target only firms with lower earnings quality. Our findings suggest that further policy reforms making it more difficult for shareholders to file an accounting based securities class action lawsuit would be unwarranted.     

The Effect of the Private Securities Litigation Reform Act on Analyst Forecast Properties: The Impact of Firm Size and Growth Opportunities

Abstract:  We provide evidence that the effect of the Private Securities Litigation Reform Act (the Act) of 1995 on analyst forecast properties is conditional on firm size and growth opportunities. We show that analyst coverage, frequency of forecast revisions, forecast errors and dispersion after the Act decreased for large firms and for firms with low growth opportunities but increased for small firms and for firms with high growth opportunities. These results are consistent with the hypothesis that the Act results in additional high quality disclosures in large firms, which face higher litigation risk and tighter scrutiny from investors but not in smaller firms. Our findings of increases in analyst coverage and revision but deterioration in accuracy and precision of analyst forecasts for firms with high growth opportunities after the Act suggest that in spite of increased corporate disclosures, the information environment for analysts deteriorated in those firms.     

Bias of Damage Awards and Free Options in Securities Litigation

Damage measures in securities fraud cases are very imprecise because they are based on security price changes that reflect both the correction of previous misrepresentation and other independent information. Consequently, potential plaintiffs have a valuable “free option” to decide whether or not to file suit, and average damage awards are greater than actual damages, much greater when markets are volatile. The “Private Securities Litigation Reform Act of 1995” was intended to curb abusive litigation and to address the problem of excessive damage awards. Motivated by a misdiagnosis that excess awards are due to temporary price drops, the Act limits damages to the difference between the purchase price and the time-averaged trading price from the release of the corrective information until 90 days later or until the sale of the security, whichever is first. Unfortunately, the Act's modified measure of damages suffers from a more severe free-option problem than did the traditional measure. Also, the Act introduced an additional new option to time the sale of the security; the effects of these options may be mitigated by the impact of the positive drift in stock prices over time, if the time-averaged price is not adjusted for market movements. As a result, the bias can be larger or smaller under the new Act, depending on how severe the free-option problem is. We propose an alternative approach to addressing the issue of excessive damages: courts should adopt a threshold of measured damages below which no damage would be awarded. The threshold would depend on several factors, most notably the volatility of the stock in the period under question. That is, damages will be awarded only if measured damages exceed the threshold, and awards would be capped by the formula presented in the Reform Act. Journal of Economic Literature Classification Numbers: K22, G38.     

The Impact of Securities Litigation Reform on the Disclosure of Forward-Looking Information By High Technology Firms

This study evaluates corporate voluntary disclosure of forward-looking information under the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Using a sample of 523 computer hardware, computer software, and pharmaceutical firms, we find a significant increase in both the frequency of firms issuing earnings and sales forecasts and the mean number of forecasts issued following the Act's passage. To provide more direct evidence that our findings are attributable to the Act reducing firms' legal exposure, we develop a proxy for litigation risk and examine whether the increase in disclosure is more pronounced for firms at greatest risk of a lawsuit. As expected, we find that the change in disclosure is increasing in firms' ex ante risk of litigation. Finally, we report that the safe harbor had no adverse impact on the quality of forward-looking information. Forecast errors, whether directional or non-directional, were not significantly affected by the Act's passage.     

Auditor litigation: Evidence that revenue restatements are determinative

This study extends the Palmrose and Scholz (2004) general litigation and general restatements study by focusing on auditor litigation and revenue restatements. We investigate all potential accounting issues, individually, instead of by their group method, with regard to auditor litigation. The impact of the individual accounting issues implicated in restatements is of concern to auditors and audit standard setters in gauging auditor litigation risk and audit risk. It also is important for financial analysis and securities valuation because investors' losses are greater, and recovery of losses on a percentage basis is lower, when the auditor is a defendant, and especially when the auditor has a more severe, negative litigation experience (Commolli et al., 2012). We examine financial reporting lawsuits filed from 2001 to 2008 and find that revenue restatements—far more than any other kind of restatements—are associated with auditors being named defendants and also auditors experiencing a more severe, negative outcome in the litigation.     

Litigation reform,accounting discretion,and the cost of equity

In this paper, we isolate a context – the 1995 Public Securities Litigation Reform Act – where information risk (accruals quality) is likely to change, and investigate whether the increase in accounting discretion associated with litigation reform is viewed by investors as basically opportunistic (i.e., as distorting reported earnings) or as improving the ability of reported earnings to reflect economic value. We measure accounting discretion using both positive (i.e., income-increasing) as well as absolute performance-adjusted abnormal accruals. Our analysis focuses on a constant sample of firms over a 10-year (1992–2001) period, and is structured in two stages. In the first-stage, we utilize an instrumental variable technique that isolates the increase in accounting discretion associated with the 1995 Act. In the second-stage, we relate the predicted increase in accounting discretion associated with litigation reform – obtained from the first-stage regression – to the ex ante equity risk premium for Big N audit clients. Our results suggest that the increase in accounting discretion associated with the 1995 Act was viewed by investors as basically opportunistic. Further, the exogenous nature of the 1995 Act suggests that the observed increase (and pricing) of accounting discretion is related to litigation reform rather than some omitted firm-specific operating characteristic. Overall, our findings suggest that litigation reform affects firm value through managers’ exercise of accounting discretion and cost of equity capital channels.     

Accountability of independent directors: Evidence from firms subject to securities litigation

We examine which independent directors are held accountable when investors sue firms for financial and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their reelection to express displeasure over the directors’ ineffectiveness at monitoring managers. In a sample of securities class action lawsuits from 1996 to 2010, about 11% of independent directors are named as defendants. The likelihood of being named is greater for audit committee members and directors who sell stock during the class period. Named directors receive more negative recommendations from Institutional Shareholder Services, a proxy advisory firm, and significantly more negative votes from shareholders than directors in a benchmark sample. They are also more likely than other independent directors to leave sued firms. Overall, shareholders use litigation along with director elections and director retention to hold some independent directors more accountable than others when firms experience financial fraud.     

The rise and fall of Heilig–Meyers

This two-part instructional case examines an auditor’s reporting decision in a complex, actual situation and the auditor’s liability to shareholders under US federal securities laws. Part One of the case describes the history and operations of furniture retailer Heilig–Meyers. Students use information from Heilig–Meyers’ fiscal 2000 annual report to decide whether the auditors should have expressed substantial doubt about the company’s ability to continue as a going concern. Part Two describes a shareholder lawsuit accusing Heilig–Meyers’ auditors of violating Rule 10(b)(5) of the Securities Exchange Act of 1934. Students evaluate the plaintiffs’ charges and the defenses the auditors used to have most of the complaint dismissed.     

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.     

美国证券法域外管辖的最新发展及其启示

2010年,美国联邦最高法院在Morrison案中颠覆了由第二巡回法院创立的域外适用证券法的传统,转而采用交易标准。此后不久,国会在《华尔街改革和消费者保护法》中又重新引入了效果标准和行为标准,期望以此强化对境内投资者和资本市场的保护。为建立国际金融中心,中国应汲取美国的经验和教训,有限度地推行本国证券法的域外管辖,特别是应模糊证券法的域外管辖问题,将自主权赋予法院。同时,法院应充分考虑和尊重证监会的相关决定。     

Shareholder Wealth Effects of the Private Securities Litigation Reform Act of 1995

This paper investigates the reaction ofstock prices to enactment of the Private Securities LitigationReform Act of 1995 (PSLRA). Based on a sample of 489 high-technologyfirms, we find that the PSLRA was wealth-increasing, on average,and that the market reaction is more positive for firms at greatestrisk of being sued in a securities class action. However, wealso show that the PSLRA was less beneficial for firms likelyto be the subject of a meritorious lawsuit. Collectively, ourevidence implies that shareholders generally benefit from restrictionson private securities litigation, although these benefits aremitigated when other mechanisms for curbing fraudulent activityare inadequate.     

Uninvited U.S. Investors? Economic Consequences of Involuntary Cross‐Listings

We study the economic consequences of a recent Securities and Exchange Commission securities regulation change that grants foreign firms trading on the U.S. over‐the‐counter (OTC) market an automatic exemption from the reporting requirements of the 1934 Securities Act. We document that the number of voluntary (sponsored) OTC cross‐listings did not increase following the regulation change, suggesting that it did not achieve its intended purpose of increasing voluntary OTC cross‐listings through a reduction in compliance costs. We do find that the design of the regulation allowed financial intermediaries to create an unprecedented number of involuntary (unsponsored) OTC ADRs: 1,700 unsponsored ADR programs for 920 firms were created for companies that had previously chosen not to cross‐list in the United States. Our difference‐in‐differences analysis based on a matched sample approach documents that foreign firms forced into the U.S. capital markets experience a significant decrease in firm value, and we further show that the decrease in firm value is related to an increase in U.S. litigation risk. We also find that depositary banks’ propensity to involuntarily cross‐list firms is positively related to banks’ expected fee revenue, and that banks chose firms that incur high costs when involuntarily cross‐listed. Our results provide evidence that securities regulation can be exploited for private gain and result in costly unintended consequences.     

美国JOBS法案、资本市场变革与小企业成长

2012年4月5日,美国总统奥巴马签署JOBS法案,使之正式成为法律。该法案旨在通过适当放松管制,完善美国小型公司与资本市场的对接,鼓励和支持小型公司发展。本文详细介绍了JOBS法案的基本内容,全面分析法案出台后可能造成的影响,并就该法案对发展我国资本市场的启示和借鉴作用进行了深入的分析和思考。     

AUDITOR PREFERENCES FOR LIABILITY LIMITATION

Debate over statutorily limiting auditor civil liability has implicitly assumed auditors are homogeneous in their preferences for capping liability. This study examines the preferences of auditors for limiting auditor liability and investigates reasons for the preferences. The study uses an Australian setting in which there has been a persistent debate for a decade or more over regulatory intervention in this area. The study provides a background to the debate over this issue and addresses the effects of two factors suggested by the extant literature, namely auditor size and the business risk of an auditor's client portfolio. These factors are argued to affect the expected costs of litigation facing auditors and therefore their preferences on capping liability. Using the submissions by audit firms on an Australian Companies and Securities Law Review Committee Discussion Paper on limiting auditor liability, the study finds larger audit firms that have greater capacities to lobby and greater expected costs of litigation from unlimited liability than smaller firms, dominate the respondents on the Paper and tend to be more supportive of liability limitation than smaller audit firms. Within the array of possible methods of capping liability canvassed by the Discussion Paper, the study documents evidence of diversity in preferences among audit firms. Larger audit firm size is associated with a preference for a group of methods that provides such firms with opportunities to benefit from the capping at the expense of the smaller audit firms. The method most preferred by the larger audit firms is the multiple of fee with a prescribed minimum. Perhaps not surprisingly, this is also the preferred method of the professional accounting bodies in Australia. As to the effect of the riskiness of the client portfolio on preferences for methods of limiting liability, the study finds that higher business risk in an auditor's portfolio is associated with a preference for methods that give greater control over their liability exposure. The study has implications for the impact of regulation of capping liability on competition in the audit services market.     

美国证券市场操纵认定标准研究

操纵在美国证券立法中没有明确的定义,执法和司法中以及学术界虽然都试图对操纵进行界定,但由于证券市场的复杂性,操纵行为的认定始终存在着很大困难.美国规范市场操纵行为的法律框架包括1933年证券法第17条,1934年证券交易法第9条、第10条以及证监会的相关规则.由于这些规定非常原则,对美国操纵行为认定标准的研究必须根据法院在不同时期所做出的判决进行.总体来说,经过一百多年的司法实践,美国的认定标准基本清晰,可供我国在修订证券法和执法、司法实践中参考.     

Does portfolio margining make borrowing more attractive?

This paper investigates the effects of a change in the margin rules of the U.S. financial securities markets. These rules determine how much investors can borrow to leverage their investments. Since the 1929 stock market crash, margin loans have been tightly regulated by the Securities and Exchange Act Regulation T. Between 2005 and 2008, the Securities and Exchange Commission modified these margin rules because they were perceived as not adequately reflecting investment risk. The amended rules have made it more attractive for investors to borrow by opening new margin accounts and diversifying their investment positions. This paper tests the hypothesis that the change in the margin rules has increased margin debt across the U.S. securities markets. It provides statistical evidence that this structural change can be dated to the amendments in the rules.