Effect of independent expert reports in Australian takeovers

The Corporations Law 2001 mandates the preparation of an expert report in circumstances where the bidder is perceived to have a superior bargaining position. The present study tests whether the findings in Eddey (1993) can be extrapolated to all bids, irrespective of payment method. Inconsistent with Eddey, the results indicate that target premiums are lower where an expert report is required. The results confirm a higher frequency of price revisions where an expert indicates that the offer is ‘not fair’. However, this increased offer is insufficient to raise the price to the level in takeovers without expert reports.     

The impact of target firm financial distress in Australian takeovers

Of the motives that have been advanced to explain corporate acquisitions, the least explored is the acquisition of a target experiencing financial distress. This study addresses this void by examining whether target firm financial distress is related to takeover: attitude, premiums, payment method, competition and outcome. Despite inconsistent findings across our distress measures the tenor of the results suggest that distressed targets receive higher premiums and are less likely to be offered cash consideration. Additionally, takeover completion is lower and takeover competition higher for targets in financial distress. Financial distress does not influence whether a takeover is hostile or friendly.     

Information content, audit reports and going-concern: an Australian study

Research conducted on the information content of going concern ‘modified’ reports in the USA and UK indicates that a modified audit report does not appear to have information content to users if the going concern contingency is disclosed in the notes to the financial statements. In the present study, we provide evidence from Australia. We examine whether modification/qualification by an auditor in Australia (an ‘Emphasis of Matter’ and an ‘Except for’ report, respectively) has information content to a user. The results indicate that for a company in a state of financial distress, the modification, in either form, does not appear to significantly enhance either perceptions of risk or decision-making.     

Termination fees in a 'bright line' jurisdiction

We seek to statistically inform the debate regarding the Australian Takeovers Panel's ‘bright line’ policy towards break fees. Based on 313 takeovers from 2002 to 2006, 85 involving break fees, we find post‐bid competition to be unrelated to break fee usage and inversely related to bid success. We also find that break fee usage has a detrimental effect on shareholder wealth as measured by both the final bid premium and abnormal returns. Therefore, although break fees appear to be neither anticompetitive nor coercive within the Australian context, they do appear to have had a deleterious effect on shareholder wealth.     

Directors' Recommendations on Takeover Bids and the Management of Earnings: Evidence from Australian Takeovers

This article investigates whether Australian companies manage their earnings during takeover bids in a manner consistent with the earnings-management hypothesis. This hypothesis predicts that directors who reject a bid use accrual accounting to increase current earnings, supporting their claim that the bid, relative to earnings, is inadequate. Likewise, directors who accept a bid are predicted to use accrual accounting to decrease current earnings. Overall, the results are not consistent with the earnings-management hypothesis. However, some components of unexpected accruals (our proxy for managed earnings) change in the direction predicted by the earnings-management hypothesis, although these changes are not statistically significant. Using industry adjusted performance measures the conclusion is that unexpected accruals are primarily a manifestation of poor financial performance of target firms in the period leading up to the takeover bid.     

Australian evidence on the determinants and impact of takeover resistance

In the present paper, we examine the determinants and impact of target bid resistance on the wealth of target shareholders and the takeover process in Australia. We find that bid resistance increases target shareholder wealth in the post‐announcement period and that the probability of bid hostility increases with the target's size, decreases with the target's performance and is unrelated to the size of the premium offered by the bidder. We also find that bid hostility decreases the probability of bid success, increases the probability of bid revision and has no effect on the probability of competing bidders entering the market.     

Summary annual reports: length,readability and content

This paper examines summary annual reports (SAR) as an alternative channel for communicating financial information. We use a sample of New Zealand local governments (councils) that are required to report audited SAR. Using various measures, we compare document length and readability of SAR and annual reports (AR). We find that SAR are approximately 10 percent of the AR length and both have a ___very difficult___ readability score. We then use a disclosure index to examine the relation between SAR report length and the level of disclosures. After controlling for other factors that impact the level of disclosure, we conclude that the reduction in SAR is driven by lower levels of content. We then discuss the policy implications of our findings.     

Board structure and price informativeness

We develop and test the hypothesis that stock price informativeness affects the structure of corporate boards. We find a negative relation between price informativeness and board independence. This finding is robust to the inclusion of many firm-level controls, including firm fixed effects, and to the choice of the measure of price informativeness. Consistent with the hypothesis that price informativeness and board monitoring are substitutes, this relation is particularly strong for firms more exposed to both external and internal governance mechanisms and for firms in which firm-specific knowledge is relatively unimportant. Our results suggest that firms with more informative stock prices have less demanding board structures.     

An experimental study of users’ responses to qualified audit reports in China

This paper presents the results of an experimental study on users’ responses to the qualification of audit reports in China. By employing the type of audit report (e.g., unqualified vs. qualified auditor opinion) as a manipulated variable in the experiment, we found mixed responses from the participants towards the perceived impact of a qualified audit report on users’ understanding and use of the financial statements. In general, Chinese users, credit and loan officers in particular, perceived a qualified auditor opinion as having a somewhat negative impact on the credibility of financial statements. However, no significant difference was found in users’ investment or credit decisions with respect to their exposure to the financial statements accompanied by an unqualified or a qualified auditor opinion. The study findings suggest that the U.S.-style qualified audit reports have fairly limited “information content” to users in the present Chinese auditing environment and that there is a need to further improve Chinese auditing standards and practices. In addition, the study provides some insights into recent auditing developments in China.     

Australian Financial Graphs: An Empirical Study

The use of graphs to disclose financial information in corporate annual reports represents a significant dimension of financial disclosure management. This study replicates and extends previous research into financial graphs by documenting the nature and extent of graph use and departures from representational neutrality among the 1991 corporate annual reports of the top one hundred companies listed on the Australian Stock Exchange. Eighty-nine per cent of companies use graphs; the mean number is 9.4, with diversified companies using the most graphs. The most commonly graphed financial variables are sales, profit, EPS and DPS. Evidence is found that graph use is contingent upon favourable performance. In addition, material measurement distortion is found in 34 per cent of all key financial graphs. Eighty-six per cent of companies have slope parameters which depart more than 10° from the optimum, thus impairing communicative effectiveness. A range of design strategies are employed which are consistent with the adoption of an impression management schema. No persistent systematic differences between forms of distortion and industry group are found. Comparison with prior single-country studies reveals that graphs are used more extensively in Australia than in the U.S.A., the U.K. or Canada, but that there is less evidence of impression management. This latter finding is consistent with the view that there are fewer short-term and capital-market pressures in Australia.     

Code of ethics quality and audit fees

Using a sample of U.S. firms from 2003 to 2018, we examine the effect of an audit client’s code of ethics quality on audit fees. We find that clients with a lower code of ethics quality pay significantly higher audit fees, suggesting that auditors perceive such clients as riskier and charge greater risk premiums. We also find that such clients have higher litigation risk and auditors spend greater effort when auditing such clients. Our study is among the first to demonstrate the role of a client’s code of ethics quality in audit pricing. Overall, our findings are consistent with codes of ethics being useful to auditors in assessing managers’ financial representations and providing value to firms.     

A longitudinal study of Aboriginal images in annual reports: evidence from an arts council

This paper provides a longitudinal analysis of Aboriginal and Torres Strait Islander imagery use in the annual reports (ARs) of the Australia Council for the Arts (ACA). Content analysis based on imagery, textual narrative and para‐text analyses of ARs over 43 years (1973–2015) reveals that the nature and extent of Aboriginal images in ACA's ARs systematically varies with the broader contemporary socio‐political and economic developments. Our findings provide insights on an institutional response to the portrayal and shaping of the identity of a key stakeholder group, i.e. Aboriginal artists, which are associated with gaining and maintaining organisational legitimacy.     

How plain English use affects the length of annual reports: Evidence from the annual reports of foreign firms listed on the US stock exchange

This study examines the impacts of plain English on the length of annual reports for the sample of 20-F forms which are annually filed by foreign firms listed on NYSE and NASDAQ. We found out that foreign firms have better complied with plain English in their disclosures over time with shorter sentences, less jargon, and readable writing styles; however, there was a significant increase in the length of 20-F from 2004 to 2013. We also recognize the impacts of plain English on the length of annual reports are mixed. The issuers may completely improve the readability of annual reports without significantly increasing the length of annual reports if they sophisticatedly combine all four elements of plain English in their disclosures. Additionally, the usage of passive voice and jargon in firms’ disclosures negatively influences the liquidity of stocks. There are significant differences in behaviors of issuing annual reports among countries. After the financial crisis in 2009, annual reports become longer and less readable.     

Upfront versus rating contingent fees: Implications for rating quality

This paper theoretically investigates whether compensating a credit rating agency (CRA) with an upfront fee, rather than a rating contingent fee, can improve rating quality. I show that an upfront fee delivers the same rating quality as the rating contingent fee if the CRA sets its rating policy before the issuer solicits a rating, whereas it can potentially improve quality if the rating policy is set only after a rating is solicited. These results suggest that the “Franken Amendment” that has been removed from the Dodd-Frank Act might be crucial for the proposed upfront fee regime to improve rating quality.     

The 'Independence' of Expert Opinions in Corporate Takeovers: Agreeing With Directors' Recommendations

Abstract:   The impact of non‐audit services on auditor independence has been the recent focus of regulators worldwide. Using expert reports provided in Australian takeovers, this study investigates a context where the audit independence issue is reversed. As approximately a quarter of expert reports are prepared by the target firm's auditor, concerns have been expressed over the independence of the opinion provided. This paper finds that, relative to other experts, there is no difference in the rate at which experts with other business dealings with the target, including the target's auditor, provide an opinion that agrees with that of directors. However, the capital market reaction around the release of the report indicates that reports produced by auditors are viewed as non‐independent.     

Infrastructure assets disclosure in Australian public sector annual reports

Recent Australian public sector reforms have raised concerns about the disclosure of infrastructure asset information as a basis for improved accountability. This paper examines whether specific infrastructure asset information identified in relevant literature is disclosed in practice. A cross-sectional, content analysis of 1999 annual report disclosures made by 73 Australian public sector entities operating in economic infrastructure industries revealed a low level of, and considerable diversity in, disclosures, particularly relating to the physical condition of infrastructure assets, their maintenance and performance measurement. Such disclosure was found to be driven by government reporting guidelines rather than the use of corporate form.     

Private equity bids in Australia: an exploratory study

In this study, we provide an insight into how private equity players choose their targets and the bid arrangements they prefer. We test our expectations of the unique features of private equity targets using a sample of 23 listed private equity target firms during 2001–2007. We find, relative to a benchmark sample of 81 corporate targets matched by year and industry, the private equity target firms to be larger, more profitable, use their assets more efficiently, more highly levered and have greater cash flow. Multivariate testing indicates that private equity targets have relatively greater financial slack, greater financial stability, greater free cash flow and lower measurable growth prospects. All conclusions are found to be robust to a control sample of 502 takeover bids during 2001–2007.     

Female tainted directors,financial reporting quality and audit fees

This paper examines the association between the presence of female tainted directors on corporate boards and audit committees and (1) financial reporting quality and (2) audit fees. Female tainted directors are defined as female directors who have been directors of the firms that have previously been involved in financial failures and integrity indiscretions. Using real earnings management and audit fees as proxies for effective governance and board reputation, we find that firms with female tainted directors have higher real earnings management and higher audit fees. However, since prior literature has demonstrated that audit fees are higher for firms with female directors because female directors demand better auditing, we corroborate a supply-side effect of auditors charging higher audit fees when female tainted directors exist. We demonstrate this by showing that while there is an association between audit fee and real earnings management, this association is higher for firms with female tainted directors. Arguably, the governance and reputational benefits of female directors on boards are negated if such directors have tarnished professional reputations.