Corporate social responsibility and litigation risk: Evidence from securities class action lawsuits

This study examines whether corporate social responsibility (CSR) is associated with the likelihood and outcomes of securities class action lawsuits. We find a lower likelihood of securities litigation for firms with higher CSR. This effect is larger for companies with lower levels of financial distress, companies with larger proportions of institutional investors, and for internal CSR. Additionally, CSR has a mitigating effect on negative market assessments around the filing dates of securities litigation. The results suggest that higher CSR firms are less likely to engage in financial misconduct, and investors are less likely to penalise them for such occurrences.     

Information bundling and securities litigation

We exploit the exogenous shock of a 2005?U.S. Supreme Court decision on securities class action loss causation requirements to examine two ways that firms bundle information with restatements: “positive bundling” of good news and “noise bundling” of additional bad news. We find that positive bundling offsets price declines and results in less litigation. In contrast, noise bundling magnifies price declines, but nevertheless deters litigation by confounding which bad news caused a decline. Non-bundled restatements are 5.94 times more likely to result in litigation. Bundled restatements have 8.17 times higher dismissal rates and $21.17 to $23.45 million lower settlement amounts.     

Measuring securities litigation risk

Extant research commonly uses indicator variables for industry membership to proxy for securities litigation risk. We provide evidence on the construct validity of this measure by reporting on the predictive ability of alternative models of litigation risk. While the industry measure alone does a relatively poor job of predicting litigation, supplementing this variable with measures of firm characteristics (such as size, growth, and stock volatility) considerably improves predictive ability. Additional variables such as those that proxy for corporate governance quality and managerial opportunism do not add much to predictive ability and so do not meet the cost–benefit test for inclusion.     

The effect of securities class action lawsuits on mergers and acquisitions

This paper investigates whether shareholder class action litigation affects the takeover candidacy, premium, and completion rate of mergers and acquisitions involving defendant target firms. We use a comprehensive dataset of publicly traded U.S. firms that became the targets of takeover bids between 1998 and 2016 and find that firms subject to shareholder class action lawsuits within the previous two years are more likely to be targeted for acquisition while commanding a significantly higher premium. Firms that face such litigation after a takeover announcement experience a significant decrease in takeover completion.     

The effect of securities litigation on external financing

Using a comprehensive sample of securities litigation, we examine the effect of financial fraud on the subsequent use of external financing. We find that firms with a recent history of securities litigation, particularly more severe litigation, are less likely to seek external debt and equity financing. This negative relationship between prior litigation and external financing is stronger for firms with high information asymmetry. Furthermore, firms significantly reduce their investments in capital expenditures and research and development during the three years following a litigation filing. Thus, the reduction in the availability of external financing due to allegations of financial fraud can have a tangible impact upon the investment opportunities of the firm.     

Disclosure and the outcome of securities litigation

Review of Accounting Studies - We examine the impact of disclosure by defendant firms on the outcome of securities fraud class actions. We hypothesize that firms issuing a higher quantity of...     

Commentary: Internationalization of the world's securities markets: Economic causes and regulatory consequences

Commentary: Internationalization of the world's securities markets: Economic causes and regulatory consequences     

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.     

Stock market signals and consequences of securities class actions lawsuits: a microstructure perspective

Review of Quantitative Finance and Accounting - We perform a microstructure analysis of trading activities pre- and post-class period end-dates of securities class action lawsuits. We posit that...     

The aftermath of public attention on accounting improprieties: Effects on securities class action settlements

This research examines the effect on securities case settlements from the public focus on accounting fraud immediately following Enron and other large accounting debacles. In addition, to the extent that an ‘Enron-effect’ occurred, behavioral theory suggests that such an effect would likely dissipate over time. Therefore, I also investigate whether in very recent years an impact from the prior attention on accounting fraud diminishes with the passage of time. Results indicate that following the increased media and public attention upon accounting fraud, characteristics of securities cases that were the focus of this increased attention are associated with incrementally higher settlement amounts - specifically large cases involving financial restatements and cases involving intentional misstatements, i.e., accounting irregularities.Findings regarding whether an ‘Enron-effect’ has dissipated with the passage of time are mixed. Overall, results contrast with prior research, which did not find support for an ‘Enron-effect’ on securities case settlements, and suggest that future events that capture public attention may cause defendants in certain securities cases to pay higher amounts, not necessarily because of their own culpability.     

The information content of litigation participation securities: the case of CalFed Bancorp

CalFed Bancorp is one of 126 S&Ls suing the U.S. government for breach of contract related to supervisory goodwill, a form of goodwill created by the acquisition of insolvent thrifts during the early 1980s. Before a determination of damages in its lawsuit, CalFed announced and issued a litigation participation security giving shareholders a proportional claim on recovered damages, if any. This announcement generated a positive excess return in part because it made CalFed a more likely acquisition target. Trading in the security also reveals important, yet previously unavailable, information about CalFed's lawsuit: its price reveals a market-based estimate of damages while its beta reveals information regarding expected returns and trial duration. In a broader context, this paper identifies acquisition facilitation as a benefit of issuing targeted stock and highlights a series of lawsuits that will set important precedents regarding the determination of liability and the estimation of damages in breach of contract cases.     

网上证券交易与投资者投资行为

网上证券交易自20世纪80年代在美国出现后,发展迅速,已在全球主要的证券市场占据了重要地位。美国1999年底网上交易账户超过1200万,网上交易额占零售交易总额的近50%。我国2002年底网上交易账户超过500万,占证券市场账户总数的14.78%,2002全年网上交易总额达到5230亿元,占总成交额的8.99%。网上交易正逐步取代传统的交易方式成为证券市场的主要交易方式。一、网上证券交易模式与传统交易模式的比较投资者的投资决策以掌握的各种信息为依据,而互联网的发展使金融信息的传递方式发生了深刻的变化,进一步拓展了投资者获取信息的渠道。传统交易…     

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 causes and consequences of venture capital stage financing

This paper examines the causes and consequences of venture capital (VC) stage financing. Using information about the physical location of an entrepreneurial firm and the geographic distance between the VC investor and the firm, I show that VC investors located farther away from an entrepreneurial firm tend to finance the firm using a larger number of financing rounds, shorter durations between successive rounds, and investing a smaller amount in each round. However, VC investors' propensity to stage is independent of whether the firm is located in a close-knit community. I also find that VC staging positively affects the entrepreneurial firm's propensity to go public, operating performance in the initial public offering (IPO) year, and post-IPO survival rate, but only if the firm is located far away from the VC investor. However, the effect of VC staging on entrepreneurial firm's performance is independent of whether it is located in a close-knit community. The findings are robust to a variety of alternative proximity measures, instrumental variables, and econometric approaches for dealing with endogeneity problems.     

The causes and consequences of big bank PAC contributions

This article has two purposes. One is to develop and test hypotheses regarding the factors that influence campaign contributions from the political action committees (PACs) of large commercial banks to members of the House and Senate banking committees. A second purpose is to estimate the effect of these contributions on subsequent legislator behavior. Aside from being the first to study the causes and effects of big bank PAC contributions, this article is novel in its employment of bill sponsorship as a measure of legislator behavior.     

The consequences of limiting shareholder litigation: Evidence from exclusive forum provisions

In response to an explosion of shareholder litigation, many firms have adopted exclusive forum provisions which limit lawsuits to courts in a firm's state of incorporation. This paper examines the consequences of a required venue for shareholder litigation. Delaware-incorporated companies experience significant increases in firm value around exogenous events that confirmed the use of a specified forum. Reduced legal costs and the designation of the domicile court as the sole forum to hear shareholder claims contribute to the increase in firm value. Overall, these findings suggest that a required venue for shareholder litigation benefits firms by eliminating multi-jurisdictional lawsuits and reducing the threat of claims with little merit.     

Internal and external discipline following securities class actions

Companies are sometimes accused of misleading the market. The SEC can punish this with enforcement actions. Alternatively, shareholders can seek redress through a shareholder class action (SCA). Thus, using a sample of 416 securities class actions, this paper shows that SCAs are a catalyst to promote disciplinary takeovers, CEO turnover and pay-cuts, and harm CEOs’ future job-prospects.     

The cost of disclosure regulation: evidence from D&O insurance and nonmeritorious securities litigation

This study examines whether the required disclosure of directors’ and officers’ (D&O) insurance premiums leads to nonmeritorious securities litigation. Our research setting uses a proprietary D&O insurance database that includes New York and non-New York firms, combined with the fact that New York firms must disclose D&O insurance premiums. We thus can exploit a natural experiment based on inter-state variation in disclosure regulation. Disclosed premiums may influence case selection in two ways. First, higher premiums signal higher limits, which plaintiffs’ lawyers likely believe enable higher settlements. Second, higher premiums indicate higher risk assessments from insurers and thus a higher likelihood that stock price drops signal misconduct rather than bad luck. We find that D&O insurance premiums for New York firms are associated with a higher dismissal rate. Offsetting this higher dismissal rate, plaintiffs’ lawyers can achieve higher settlements in the relatively few successful cases.     

Economic consequences of financial reporting changes: diluted EPS and contingent convertible securities

This paper examines the economic consequences of changes in the financial reporting requirements for contingent convertible securities (COCOs). Using a sample of 199 COCO issuers from 2000 to 2004, we find that issuers are more likely to restructure or redeem existing COCOs to obtain more favorable accounting treatment when the financial reporting impact on diluted earnings per share (EPS) is greater and when EPS is used as a performance metric in CEO bonus contracts. These results provide new evidence that managers are willing to incur costs to retain perceived financial reporting and compensation benefits. We also present evidence of significantly negative stock returns around event dates associated with the financial reporting changes, consistent with investor anticipation of the agency costs associated with the rule change.

Financial dollarization in Russia: causes and consequences

We review some aspects of financial dollarization in Russia, applying the main relevant theories to analyse the dynamics of several dollarization indicators. An econometric model of the short-run dynamics of deposit and loan dollarization is estimated for the last decade. We find that ruble appreciation was the main driver of the de-dollarization that occurred then and of the later episode of renewed dollarization. We estimate the overall (and sectoral) currency mismatches of the Russian economy. Evidence is presented for the significant currency risk vulnerability of the non-banking private sector.