Debt Covenant Restriction,Financial Misreporting,and Auditor Monitoring*

Theory suggests that financial report-based debt covenants engender incentives for the manager to relax covenant constraints through accounting choices in order to avoid costly covenant violations. Prior studies directly testing this hypothesis in the context of financial misreporting fail to find consistent evidence. Using a more refined measure of debt covenant restriction, we find that debt covenant restriction is positively associated with the probability of financial statement misstatements. This positive association is driven by performance covenants rather than capital covenants and is more consistent with the manager striving to avoid a “false-positive” violation than to delay the violation. Our results also imply that managers resort to both income-increasing and non–income-increasing misreporting to relieve covenant constraints and rely more on the latter when faced with greater earnings management constraints. Additionally, the auditor charges higher audit fees to firms with more binding covenants even outside the violation state, and audit fees increase with constraints relative to both performance and capital covenants, reflecting greater financial reporting risk and bankruptcy risk, respectively. Within capital covenants, we find some evidence of even higher audit fees for tighter intangible-inclusive versus intangible-exclusive capital covenants. Lastly, our evidence suggests that the positive association between covenant constraints and misreporting is attenuated when the auditor has more experience with debt covenants, has greater bargaining power over the client, or faces greater litigation risk.     

Do Newspaper JOAs Charge Monopoly Advertising Rates?

Conventional wisdom argues that all commercial and economic competition between two daily newspapers stops when they merge their advertising and printing capabilities to form a joint operating agreement (JOA). Clearly the JOA acts a monopolist in the sale of advertising, but there are two forces that may constrain the JOA to sell more advertising than a profit maximizing single paper monopolist would find optimal. First, there is the possibility of what is sometimes termed ``end game competition'. Disposition of assets from a JOA are often not determined until the JOA is near its termination date, and this may induce the weaker paper to maintain quality, both to improve its bargaining position and to keep open the possibility of remaining in the market as a competitor at the end of the JOA. Second, a daily paper arguably has to maintain a certain level of advertising and maintain a certain ``look' and ``feel' if it is to be considered a daily paper. This may constrain the JOA to sell more advertising and maintain a higher joint circulation than might be optimal for a single paper monopolist. We present econometric evidence that shows JOAs to have ad rates that are closer to those of competitive dailies than to those of single paper and 2-edition monopolists.     

Economics at the Antitrust Division: 2017–2018

This article describes some of the work of Antitrust Division economists over the past year, with a focus on modeling. It begins by illustrating the mapping from evidence to prediction using tools for assessing the effects of mergers using Bertrand, Cournot, and auction models. It then turns to two hot topics in competition policy: the implications of claims of increasing margins for merger enforcement and the validity of claims of increasing concentration. Finally, it considers how mergers affect prices in bargaining models.     

Vertical Restructuring (or Not) of the Infrastructure Sectors of Transition Economies

One important determinant of the speed and success of transition will be the efficiency of transformation and development of the infrastructure sectors. A great deal of attention has been paid to issues such as privatization, restructuring, user prices, and terms of access in these sectors, regarding both developed and developing countries. Somewhat less attention has been devoted to issues regarding vertical restructuring, which are notable in the degree to which in different sectors and in different locations they raise similar questions that may have very different answers. This paper suggests a framework for answering such questions and seeks to apply it to the railroad, electricity, and telecommunications sectors in transition economies.     

Cross‐Country Evidence on the Importance of Auditor Choice to Corporate Debt Maturity

We examine the importance of Big Four audits in reducing agency costs evident in corporate debt maturity worldwide. Analyzing a large sample of public firms from 42 countries reveals that the fraction of long‐term debt in firms' capital structures rises with the presence of a Big Four auditor, suggesting that higher‐quality audits substitute for short‐term debt for monitoring purposes. In additional analyses, we find that the role that auditor choice plays in debt maturity is concentrated in firms from countries with strong legal institutions governing property rights and creditor rights. Collectively, our research implies that Big Four audits matter to corporate debt maturity, although the impact is isolated in firms operating in countries with more protective legal regimes.     

How Aggressive Tax Planning Facilitates the Diversion of Corporate Resources: Evidence from Path Analysis

In measuring tunneling with intercorporate loans disclosed by Chinese listed companies, we analyze the underlying channels through which aggressive tax planning facilitates the diversion of corporate resources by firm insiders. Using path analysis, we document that the path from tax aggressiveness to related loans is mediated by both the additional cash flows from tax savings and the increased financial opacity from tax planning, and that additional cash flows plays a much more important role than opacity in helping controlling shareholders to divert corporate resources under the guise of tax aggressiveness. Beyond the two mediated paths, we also detect a residual, direct path from tax aggressiveness to related loans. After an exogenous shock from the government crackdown on diversionary related loans, we find the direct path is fully mediated by the two indirect paths, suggesting that tunneling via related loans only occurs at firms where insiders can mask tunneling under the cover of opacity or can justify related loans on grounds of abnormal cash flows from tax savings. Our evidence supports the notion that greater outside scrutiny increases the hurdle for, but does not entirely eradicate, diversion facilitated by tax aggressiveness. Collectively, our research lends some support to recent theory on the importance of taxes to corporate governance by demonstrating how the agency costs of tax planning allow certain shareholders to benefit from firm activities at the expense of others.     

Manufacturing versus Distribution: Implicit Pricing of Real Property Characteristics by Submarket

This article develops and tests the idea that the industrial real estate market is an aggregate market consisting of at least two submarkets—manufacturing and distribution. While there is no observable difference in implicit pricing of most industrial property characteristics across these two submarkets, some property-characteristic implicit prices do differ. Therefore, manufacturing and distribution submarket property-pricing functions are best estimated in aggregate, while making allowances for variability of coefficients on some property characteristics. For this sample of 331 industrial property sales from the southeastern region of the United States, the two submarkets vary with regard to implicit pricing of building volume, below-average building condition, site area, and dock-high doors.     

The choice between private and public capital markets: The importance of disclosure standards and auditor discipline to countries divesting state-owned enterprises

For a sample of 1866 privatizations from 37 countries, we estimate the impact of disclosure standards and legal institutions that discipline auditors on the method chosen to divest state-owned enterprises. The agency conflict between minority and controlling shareholders can impede a government from privatizing by selling its stake to diffuse investors in the public capital market with a share-issue privatization (SIP) that typically generates important spillover economic benefits, rather than an asset sale to a small group of buyers. However, prior research implies that accounting transparency plays a natural role in preventing controlling shareholders from siphoning corporate resources by helping minority investors identify any diversionary practices. After controlling for firm-level and other country-level characteristics, we find that SIPs become more likely when countries mandate strict disclosure standards, although this result is sensitive to model specification. In comparison, we provide strong, robust evidence that SIPs are more likely in jurisdictions that relax the burden of proof in civil lawsuits and criminal prosecutions against auditors, leading to more credible financial statements. From a policy perspective, our cross-country research suggests that investors value reforms that subject auditors to more severe private and public enforcement over several other legal determinants, including enhancing disclosure standards.