Internal control material weakness disclosure and misstatement duration

Only a small proportion of companies that announce restatements disclose existing internal control material weaknesses (ICMWs) over financial reporting during misstatement periods. Using a sample of 1939 restatements related to misstatements between 2003 and 2015, we find that misstatement duration decreases with the disclosure of ICMWs during misstatement periods. Our results are robust to different samples and different measures of the dependent and test variables. We also find that the number of ICMWs disclosed is negatively related to misstatement duration. The disclosure of both entity-level and process-level ICMWs is associated with misstatements of shorter duration. Moreover, we find that the negative association between ICMW disclosure frequency and misstatement duration is more salient when restatements are intentional. Despite the negative consequences of reporting existing ICMWs found in prior studies, our results suggest that the disclosure of ICMWs can shorten the duration of misstatement periods, leading to more timely improvement in financial reporting. Hence, our evidence provides context and complements prior research suggesting that companies are penalized for disclosing ICMWs.     

上市公司内部控制缺陷披露现状研究——基于2009-2010年深市主板A股的实证分析

本文以2009~2010年深市主板A股上市公司披露的内部控制自我评估报告为依据,分析了内部控制缺陷披露的整体状况、具体类型及存在的问题。研究发现,2010年披露缺陷的公司数量显著低于2009年,内部控制整体水平逐年提高,存在缺陷较多的要素是内部环境、控制活动、信息与沟通。在披露过程中,上市公司主动披露内部控制缺陷的意识不强,缺乏内部控制缺陷的认定和披露标准,且部分公司对内部控制缺陷界定不清楚。     

CFOs’ and public accountants’ perceptions of material weaknesses in internal control areas as required by Section 404 of the Sarbanes-Oxley act

One of the most controversial aspects of the Sarbanes-Oxley Act of 2002 (SOA) is related to Section 404, which requires management to assess the entity’s internal controls, and then its independent auditor to attest and report on management’s assessment. The auditing standard governing this requirement was promulgated by the Public Company Accounting Oversight Board (PCAOB). Its title is Auditing Standard (AS) No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements [Public Company Accounting Oversight Board (PCAOB) (2004). An audit of internal control over financial reporting performed in conjunction with an audit of financial statements. Auditing Standard No. 2, Washington, DC: PCAOB]. AS No. 2 requires, among other things, that management must disclose any “material weaknesses” in internal controls. However, absent any guidance other than definitions from the PCAOB, management and independent auditors are left to their own judgment to define and recognize “material weakness in internal control” or “significant deficiency” while implementing AS No. 2. The research question, then, becomes to what extent, if any, are weaknesses in internal control over financial reporting consistently assessed, recognized and agreed upon by both parties? Or does their professional judgment and point of view cause different perceptions? Most of the Section 404 research has focused on the characteristics of the material weaknesses disclosed (and the capital market or other impacts of reported material weaknesses). This study, in contrast, is behavioral in context, and examines the perceptions of CFOs and CPAs as to whether they believe an internal control material weakness exists under four independent scenarios. The results indicate that the CPAs were significantly more conservative in their assessments in two of the four cases.     

Predicting credit card fraud with Sarbanes‐Oxley assessments and Fama‐French risk factors

This research developed and tested machine learning models to predict significant credit card fraud in corporate systems using Sarbanes‐Oxley (SOX) reports, news reports of breaches and Fama‐French risk factors (FF). Exploratory analysis found that SOX information predicted several types of security breaches, with the strongest performance in predicting credit card fraud. A systematic tuning of hyperparamters for a suite of machine learning models, starting with a random forest, an extremely‐randomized forest, a random grid of gradient boosting machines (GBMs), a random grid of deep neural nets, a fixed grid of general linear models where assembled into two trained stacked ensemble models optimized for F1 performance; an ensemble that contained all the models, and an ensemble containing just the best performing model from each algorithm class. Tuned GBMs performed best under all conditions. Without FF, models yielded an AUC of 99.3% and closeness of the training and validation matrices confirm that the model is robust. The most important predictors were firm specific, as would be expected, since control weaknesses vary at the firm level. Audit firm fees were the most important non‐firm‐specific predictors. Adding FF to the model rendered perfect prediction (100%) in the trained confusion matrix and AUC of 99.8%. The most important predictors of credit card fraud were the FF coefficient for the High book‐to‐market ratio Minus Low factor. The second most influential variable was the year of reporting, and third most important was the Fama‐French 3‐factor model R² – together these described most of the variance in credit card fraud occurrence. In all cases the four major SOX specific opinions rendered by auditors and the signed SOX report had little predictive influence.     

Stock price firm‐specific information on the choice of stock payment in mergers and acquisitions

Previous studies on the choice of stock payment in M&A mainly focus on managerial private information. This study shows that managers also learn new firm‐specific information from financial markets in making this decision. The acquirer's stock price firm‐specific information increases the stock‐payment‐to‐Q sensitivity. The target's stock price firm‐specific information decreases the stock payment probability. Further analyses on deal and firm characteristics as well as shareholder wealth in stock mergers support the managerial learning argument. Overall, this study highlights a new set of information that affects the form of merger payment in mergers and acquisitions.