萨班斯法案对于我国公司治理方面的启示——从内部控制和外部治理两个方面来看

2001能源巨头安然公司的破产,2002年世通公司的会计丑闻等一系列上市公司及证券市场的丑闻促成了2002年萨班斯·奥克斯利法案(以下简称SOX)的颁布.该法案从内部控制与外部治理两方面对上市公司的会计,审计等一系列财务及法律问题作了全面的严格的规定.本文着重分析了我国上市公司在内部控制与外部治理方面存在的问题,并结合SOX法案的相关规定,给出了一些启示和改进建议.     

以“同心”思想为统领，加强贵州高职高专党外人士政治引导

“同心”思想是党外人士政治引导的核心价值追求，以“同心”思想为主线，作好贵州高职高专党外人士政治引导，加快贵州经济社会发展。     

上市公司监管法规的机制设计——以萨班斯-奥克斯利法案为例

如果上市公司监管法规中缺少"机制设计"元素,那么"违规"行为就会发生。而简约的数学描述及推理在证明限制性规则与制衡性规则"先天不足"的同时,也证明了机制设计性规则的科学性。通过产权清晰机制和镜像机制等"冰床机制"设计,同时辅以"反制机制"设计,机制设计性规则体系是可以建立的,它的建立是理想的、有效的上市公司监管规则设计的必然选择,也是今后诸多经济规则设计的明智取向。     

Backdating executive stock options—An ex ante valuation

When backdating executive stock options (ESOs), the exercise price is set in favor of the recipient executive. Relative to a non-backdated benchmark, we find an (ex ante) upper bound for the cost of backdating to shrink from 10% to about 3.7%, as a consequence of the regime change represented by the Sarbanes-Oxley act (SOX).We frame the backdating behavior as a (compound) exotic option, considering both simple and extended models of the underlying ESO—in the latter case we draw on the analytical ESO models of Sircar and Xiong (2007). Post-SOX, we use a Longstaff-Schwartz inspired least squares Monte Carlo approach.     

“Surprise” material weakness disclosures: Effects on audit fees and audit report lags

Prior research shows that many of the companies that disclose material weaknesses in internal control (MWs) do not disclose such weaknesses in earlier quarterly 10-Q filings for the same year—i.e., the year-end MW disclosures are “surprise” disclosures. I first show, using data from 2009 to 2019, that such surprise MWs continue to be the majority of MW disclosures as late as 2019. I find that accelerated filer companies with surprise MWs pay lower fees compared to companies with no-surprise MWs; however, this finding does not hold for non-accelerated filers. I also find that there are no significant differences in the audit report lag of surprise and no-surprise MW disclosers. Thus, the lower audit fee paid by surprise MW disclosure companies may offer a possible explanation for the widespread prevalence of surprise MW disclosures. The results also highlight the importance of the external auditor in public disclosures of MWs. The findings have public policy relevance given the ongoing efforts to expand the set of companies that would be exempt from the auditor attestation of internal controls.     

Effects of SOX 404(b) implementation on audit fees by SEC filer size category

This study provides novel information about the consequences of the Sarbanes-Oxley Act (SOX) by documenting differential audit fee shocks accompanying implementation of SOX 404(b) internal control tests and reports for clients in three size categories: large accelerated filers (LAFs), small accelerated filers (SAFs), and non-accelerated filers (NAFs). First, we find that although both LAFs and SAFs experience audit fee shocks attributable to 404(b), SAFs on average experience relatively greater fee shocks than LAFs (107.8% versus 84.6%; Table 6). Second, even though NAFs are not subject to 404(b) procedures, we document a 42.7% fee shock for NAFs. Our interpretation is that 404(b) generated an immediate increase in demand for audit services with no corresponding sudden increase in supply of experienced audit personnel, enabling audit firms to charge higher prices for all filers including NAFs. We find that audit fee shocks attributable to 404(b) are positively associated with audit offices’ bargaining power relative to clients, and that the effect of offices’ bargaining power is strongest for SAFs and weakest for NAFs. Although higher audit fees (with client characteristics held constant) are often considered an indicator of better audit quality, we find virtually no evidence that the massive fee increases in 2004 are accompanied by improvements in same-year or next-year audit quality, measured as decreases in discretionary accruals and a lower likelihood of subsequent restatements of audited financial reports.     

Heterogeneity in the Effect of Managerial Equity Incentives on Firm Value

We document significant heterogeneity in the relation between chief executive officer (CEO) equity incentives and firm value using quantile regression. We show that CEO delta is more effective in the presence of ample investment opportunities, while CEO vega is more beneficial for firms lacking investment opportunities. Further, Tobin's Q increases in CEO delta for more risk‐tolerant firms but increases in CEO vega for more risk‐averse firms. We also observe that higher monitoring intensity after the Sarbanes‐Oxley Act reduces CEO delta's role in compensation. Risk aversion alters the optimal incentive‐value relation, and the nature of this relation also depends on the level of Tobin's Q.     

The Sarbanes‐Oxley Act of 2002 and Market Liquidity

Investors rely heavily on the trustworthiness and accuracy of corporate information to provide liquidity to the capital markets. We find that the rash of financial scandals caused a severe deterioration in market liquidity in the form of wider spreads, lower depths, and a higher adverse selection component of spreads vis‐à‐vis their benchmark levels. Regulatory responses including the Sarbanes‐Oxley Act of 2002 (SOX) had inconsequential short‐term liquidity effects but highly significant and positive long‐term liquidity effects. These liquidity improvements are positively associated with the improved quality of financial reports, several firm‐specific variables (e.g., size), and market factors (e.g., price, volatility, volume).     

美国内部控制评价制度及其对我国的启示

美国的证券市场成熟,制度健全,其内部控制评价经历了从自愿性到强制性披露的过程,相关法规和制度丰富、完善,各项制度协调一致,相互配合。我国内部控制评价制度存在着披露形式化、简单化,以及制度并未得到有效执行等问题。完善我国内部控制评价制度的建议为:尽快出台并实施内部控制评价标准;由证监会出台统一的内部控制指引;完善核实评价制度,加大监管力度。     

CEO/CFO turnover and subsequent remediation of information technology material weaknesses

Adding to prior research on internal control material weaknesses (ICMW), our study investigates whether information technology material weaknesses (ITMWs) are associated with CEO/CFO turnover, and whether their turnover will promote subsequent remediation. We find that disclosures of ITMW are positively associated with CEO/CFO turnover; however, only CEO turnover promotes subsequent remediation. Our findings on ITMW are different from the prior findings on ICMW – aligned with prior research on ICMW, ITMWs are associated with CEO/CFO turnover; however, unlike prior research on ICMW suggests, dismissals of CFOs do not promote subsequent remediation of ITMW. Thus, future research should consider ICMW and ITMW separately in the examination of their consequences and remediation.