Auditor Choice and Its Implications for Group‐Affiliated Firms

We examine which of two opposing financial reporting incentives that group‐affiliated firms experience shapes their accounting transparency evident in auditor choice. In one direction, complex group structure and intragroup transactions enable controlling shareholders to pursue diversionary activities that they later hide by distorting reported earnings. In the other direction, as outside investors price‐protect against potential expropriation, controlling shareholders may be eager to improve financial reporting quality in order to alleviate agency costs. To empirically clarify whether group affiliation affects company insiders' incentives to address minority shareholders' concerns over agency costs, we examine auditor selection of group firms relative to stand‐alone firms. In comparison to nongroup firms, our evidence implies that group firms are more likely to appoint Top 10 audit firms in China, especially when their controlling shareholders have stronger incentives to improve external monitoring of the financial reporting process. After isolating group firms, we find that the presence of a Top 10 auditor translates into higher earnings and disclosure quality, higher valuation implications for related‐party transactions, and cheaper equity financing, implying that these firms benefit from engaging a high‐quality auditor. In additional analysis consistent with our predictions, we find that group firms that are Top 10 clients pay higher audit fees and their controlling shareholders are more constrained against meeting earnings benchmarks through intragroup transactions and siphoning corporate resources at the expense of minority investors. Collectively, our evidence supports the narrative that insiders in firms belonging to business groups weigh the costs and benefits stemming from auditor choice.     

Ownership Structure,Business Group Affiliation,Listing Status,and Earnings Management: Evidence from Korea*

Using a large sample of both publicly traded and privately held firms in South Korea (hereafter “Korea”), we investigate whether, and how, the deviation of controlling shareholders' control from ownership, business group affiliation, and listing status differentially affect the extent of earnings management. Our study yields three major findings. First, we find that as the control‐ownership disparity becomes larger, controlling shareholders tend to engage more in opportunistic earnings management to hide their behavior and avoid adverse consequences such as disciplinary action. The result of our full‐model regression reveals that an increase in the control‐ownership wedge by 1 percent leads to an increase in the magnitude of (unsigned) discretionary accruals by 1.3 percent of lagged total assets, ceteris paribus. Second, we find that for our full‐model regression, the magnitude of (unsigned) discretionary accruals is greater for group‐affiliated firms than for nonaffiliated firms by 0.8 percent of lagged total assets. This result suggests that business group affiliation provides controlling shareholders with more incentives and opportunities for earnings management. Finally, we find that for our full‐model regression, the magnitude of (unsigned) discretionary accruals is greater for publicly traded firms than for privately held firms by 1.2 percent of lagged total assets. This result supports the notion that stock markets create incentives for public firms to manage reported earnings to satisfy the expectations of various market participants that are often expressed in earnings numbers.     

从股权分置改革谈中小投资者的自我保护与市场保护

股权分置改革进程表明,中小投资者对股改方案表决参与积极性不高,这在一定程度上折射了中小投资者自我保护意识不强,市场本身又没有形成保护中小投资者的有效机制,监管部门对保护投资者权益的制度安排也远远不够。因此,监管部门必须加强保护中小投资者的制度安排,引导形成有效的中小投资者市场保护机制,中小投资者也要理性地进行自我保护。     

Regulatory Protection and Opportunistic Bankruptcy*

We document controlling shareholder (insider) opportunism in an insolvency regime that uses an accounting rule to determine bankruptcy eligibility. Our study sheds light on managerial incentives induced by weak investor protection laws. Using unique data on bankrupt firms from an emerging market, consistent with our prediction, we show insiders intentionally manage earnings downward to understate firm net worth so as to be able to file for bankruptcy. Downward pre-bankruptcy earnings management is associated with more payments to insiders and weaker performance, post-filing. A battery of tests suggests our results cannot be fully explained as an artifact of financial distress. Rather, they are consistent with insiders exploiting weak investor protection to extract private benefits at the expense of lenders and outside shareholders. Our study serves as a cautionary tale for all insolvency regimes that use a balance sheet test in an environment with weak creditor protection.     

Post‐IFRS Revaluation Adjustments and Executive Compensation

International Financial Reporting Standards (IFRS) allow firms to record adjustments (gains or losses) from the revaluation of investment properties in their income statements. After Hong Kong adopted IFRS in 2005, property companies were required to move their revaluation gains and losses (RGL) from equity to income. We find RGL to be a significant determinant of executive compensation in these firms after 2005, but not before. We further find evidence that the RGL‐compensation association is driven by firms with relative weak corporate governance structure, such as firms in which the controlling shareholders own a relatively small percentage of shares, firms in which the controlling shareholders have control rights that exceed ownership rights, and firms that are no longer run by their founders.     

How Are Earnings Managed? An Examination of Specific Accruals*

There is relatively little evidence on the specific accruals used to manage earnings. This paper examines this issue by considering the use of specific accruals in three earnings‐management contexts: equity offerings, management buyouts, and firms avoiding earnings decreases. We argue that the costs of managing earnings through different income statement items vary and that the benefits of earnings management through each of these items depend on the context. We thus make differential predictions regarding which specific accrual will be used to manage earnings in each of the three contexts we consider. To measure earnings management for specific accruals, we develop performance‐matched measures to capture the unexpected component of accounts receivable, inventory, accounts payable, accrued liabilities, depreciation expense, and special items. Consistent with our predictions, we find that firms issuing equity appear to prefer managing earnings upward by accelerating revenue recognition. Specifically, we find that accounts receivable for these firms are unexpectedly high. Conversely, for the management buyout context, we predict and find unexpected accounts receivable to be negative. For firms trying to avoid reporting an earnings decrease, we expect firms to be less concerned with earnings persistence and therefore more likely to use more transitory, and less costly, items to achieve their goal. We find that special items are significantly more positive for this group. This paper provides a further step toward understanding how the incentives behind earnings management affect the method used to achieve earnings goals, and it illustrates the usefulness of examining individual accruals in specific contexts.     

隧道行为与盈余管理——基于我国家族上市公司的实证研究

本文利用"隧道行为"理论解释我国家族上市公司的盈余管理活动。通过对2002-2004年间我国家族上市公司样本的实证检验,结果发现,控制性家族控制权偏离现金流量权的程度越大,公司盈余管理幅度越高。这说明控制性家族有动机操纵盈余以隐藏其掏空公司资源的"隧道行为",从而补充了现有对公司盈余管理动机的研究。     

Parents’ Use of Subsidiaries to “Push Down” Earnings Management: Evidence from Italy

We find evidence consistent with Italian nonlisted subsidiaries engaging in accrual and real earnings management, so that their listed parents can meet or beat benchmarks. Thus, the parent firm drives the earnings management of the subsidiaries. We identify parents that are more likely to have managed earnings as the ones that avoid a small loss or meet or beat analyst forecast by a few cents. Cross‐sectional analysis reveals that Big 4 auditors mitigate accrual earnings management at the subsidiary level and that family‐owned firms use earnings management through nonlisted subsidiaries mainly to avoid reporting losses. Finally, we find that parent firms communicate earnings management strategies to their subsidiaries using board proximity. Our evidence shows that business groups manage earnings differently from single firms, pushing earnings management down to subsidiaries. It also supports the monitoring role of Big 4 auditors in a business group setting and contributes to understanding financial reporting decisions in family‐owned firms.     

Do Firms Use Tax Reserves to Meet Analysts’ Forecasts? Evidence from the Pre‐ and Post‐FIN 48 Periods

We examine whether firms decrease tax reserves to meet analysts’ quarterly earnings forecasts in the period prior to FIN 48, and whether that behavior changed following FIN 48. We use analysts’ forecasts of pretax and after‐tax income to impute premanaged earnings, or earnings before any tax manipulation. Pre‐FIN 48, we observe that firms reduce their tax reserves (i.e., increase income) when premanaged earnings are below analysts’ forecasts. Specifically, 78 percent of firm‐quarters that would have missed the analyst forecast if not for the tax reserve decrease, meet that target when the decrease is included. Furthermore, we find a significant positive association between the decrease in tax reserves and the deviation of premanaged earnings from analysts’ forecasts. In contrast, post‐FIN 48, we find no evidence that firms use changes in tax reserves to manage earnings to meet analysts’ forecasts. Thus, our results suggest that FIN 48 has, at least initially, curtailed firms’ use of tax reserves to manage earnings.     

Ownership structure and firm performance: Evidence from the Chinese corporate reform

We employ a new classification of ownership identity to analyze the impact of ownership structure on enterprise performance in China. Using both fixed effects model and Generalized Methods of Moments (GMM), this study finds that marketized state-owned enterprises outperform firms controlled by the government, indicating that partial privatization of state-owned Chinese firms improves corporate governance. Non-controlling large shareholders of marketized state-owned enterprises and private enterprises are found to play active roles in corporate governance. Lastly, there is evidence that ownership concentration of a controlling shareholder decreases the incentives to expropriate minority shareholders.     

Do Shareholders Assess Managers' Use of Accruals to Manage Earnings as a Negative Signal of Trustworthiness Even When Its Outcome Serves Shareholders' Interests?*

We examine how shareholders' trust in managers is affected by (i) the outcome of earnings management (inconsistent vs. consistent with shareholders' interests) and (ii) the method of earnings management (accruals vs. real methods). Using a controlled experiment, we predict and find that trust is impaired when the outcome of earnings management suggests that managers have put their interests above shareholders' interests and/or when the method of earnings management suggests that managers misreported the firm's economic performance. We argue that shareholders assess managers putting their interests above shareholders' interests as a signal of untrustworthiness because it involves a transfer of the firm's resources away from shareholders to managers. We argue that shareholders also assess managers' use of accruals to manage earnings as a signal of untrustworthiness because, in this instance, managers misreport the firm's economic performance. Finally, we show that trust mediates the combined effects of the outcome of earnings management and the method of earnings management on investment decisions. Our study incrementally contributes to the literature by highlighting the adverse implications of managers' use of accruals to manage earnings even when its outcome serves shareholders' interests.     

Equilibrium Earnings Management,Incentive Contracts,and Accounting Standards*

In this paper, we model earnings management as a consequence of the interaction among self‐interested economic agents ‐ namely, the managers, the shareholders, and the regulators. In our model, a manager controls a stochastic production technology and makes periodic accounting reports about his or her performance; an owner chooses a compensation contract to induce desirable managerial inputs and reporting choices by the manager; and a regulatory body selects and enforces accounting standards to achieve certain social objectives. We show that various economic trade‐offs give rise to endogenous earnings management. Specifically, the owner may reduce agency costs by designing a compensation contract that tolerates some earnings management because such a contract allocates the compensation risk more efficiently. The earnings‐management activity produces accounting reports that deviate from those prescribed by accounting standards. Given such reports, the valuation of the firm may be nonlinear and s‐shaped, thereby recognizing the manager's reporting incentives. We also explore policy implications, noting that (1) the regulator may find enforcing a zero‐tolerance policy ‐ no earnings management allowed ‐ economically undesirable; and (2) when selecting the optimal accounting standard, valuation concerns may conflict with stewardship concerns. We conclude that earnings management is better understood in a strategic context that involves various economic trade‐offs.     

Dividend Stickiness,Debt Covenants,and Earnings Management

Consistent with the notion that dividends are very sticky, Daniel, Denis, and Naveen ( 2008 ) report evidence that firms manage earnings upward when pre‐managed earnings are expected to fall short of dividend payments. However, we find that this evidence is not robust when controlling for firms' tendency to manage earnings upward to avoid reporting earnings declines; only firms with high leverage exhibit a statistically weak tendency to manage earnings to close deficits of pre‐managed earnings relative to dividends. We further report that the decision to cut dividends depends on whether reported earnings fall short of past dividends, but not on earnings management that eliminates a shortfall in pre‐managed earnings relative to dividend payments. Overall, our evidence suggests that firms that face dividend constraints are more likely to cut dividends than to manage earnings to avoid dividend cuts.     

Discretionary Accounting Accruals,Managers' Incentives,and Audit Fees*

This paper examines the linkages between discretionary accruals (DAs), managerial share ownership, management compensation, and audit fees. It draws on the theory that managers of firms with high management ownership are likely to use DAs to communicate value‐relevant information, while managers of firms with high accounting‐based compensation are likely to use DAs opportunistically to manage earnings to improve their compensation. OLS regression results of 648 Australian firms show that (1) there is a positive association between DAs and audit fees; (2) managerial ownership negatively affects the positive relationship between DAs and audit fees; and (3) this negative impact is further found to be weaker for firms with high accounting‐based management compensation.     

CEO与CFO股权激励的治理效应之比较:基于盈余管理的实证研究

在西方发达国家,CFO与CEO拥有相同的法律地位,负有监督CEO的责任,在公司治理结构中拥有重要的地位。本文从盈余管理角度研究我国CFO股权激励的公司治理效应,并比较CFO与CEO股权激励的公司治理效应,发现:尚未实施股权激励计划的公司,其CFO股权和期权占总薪酬比率与盈余管理呈负相关关系,而实施股权激励计划的公司,其CFO股权和期权占总薪酬比率与盈余管理的负相关关系显著变弱;尚未实施股权激励计划的公司,其CFO股权和期权占总薪酬比率对盈余管理抑制的程度显著小于CEO。这表明,正式实施股权激励会诱发盈余管理行为,其它类型的CFO持股则会抑制盈余管理行为,并且CFO股权激励的积极治理效应显著小于CEO。     

商业信用、高管薪酬与公司价值

利用A股上市公司2001—2010年的数据研究发现,商业信用能提高高管薪酬,但是不能提高公司价值。商业信用和高管薪酬在对公司价值起负作用时存在替代关系,这种替代关系在不同产权性质的企业并无明显差异。研究表明:当高管薪酬主要还是以业绩为基础,高管就有足够的动机利用商业信用制造"不真实的增长",从而达到获得高额报酬的目的,但是高管这一行为损害了股东的利益;商业信用和高管薪酬在降低公司价值的作用中存在替代关系,上市公司要在商业信用制度性安排和高管薪酬激励机制之间权衡。     

Blockholder Exit Threats and Financial Reporting Quality

Recent theoretical and empirical studies suggest that blockholders (shareholders with ownership ≥ 5 percent) exert governance through the threat of exit. Blockholders have strong incentives to gather private information and sell their shares when managers are perceived to underperform. To prevent blockholders from selling their shares and the firm from suffering a stock price decline, managers align their actions with the interests of shareholders. As a result of the greater manager‐shareholder alignment, managers' actions are more likely to be in shareholders' best interest, and consequently there is less need for managers to manipulate earnings. Consistent with these predictions from economic theory, we find evidence that as exit threat increases, firms have higher financial reporting quality. Theory also predicts that the impact of blockholders' exit threat on financial reporting quality (FRQ) should increase as the manager's wealth is tied more closely to the stock price, and this is what we find. Our study contributes to the research on the impact of shareholders on FRQ and to an emerging literature on the impact of blockholders in financial markets. Blockholders play an important role in managers' reporting outcomes through their actions as informed investors.     

业绩承诺的价值与定增并购价格偏离——基于B-S期权定价模型

近年来,业绩承诺被广泛运用于定增并购中,其作用主要在于保护投资者和激励标的公司。现有研究中,基于业绩承诺的存在与否、及其部分参数的设定所产生的经济影响在理论层面及实证层面得到初步验证,但是这部分研究的出发点不够全面,衡量业绩承诺产生经济影响的真实路径,依然需要进一步探索。文章选取2011年至2019年7月A股上市公司签订了业绩承诺的定增并购事件为样本,基于B-S期权定价模型,测算以期权形式存在的业绩承诺价值,并探讨该价值高低对定增并购价格偏离的影响及其路径。研究结果表明:业绩承诺价值越大,并购溢价越高,该影响在股份支付的情况下更明显;业绩承诺价值越大,定增折价越低,该影响在非股份支付情况下更明显。文章从新颖而全面的视角衡量了业绩承诺的价值,独特地解释了定增并购价格偏离形成的机理,为定增并购多方设置更合理的交易价格提供了新的思路,也为监管机构完善定增并购交易制度提供了理论支持。     

《会计监管风险提示第8号——商誉减值》的政策效果研究——基于业绩补偿承诺的视角

新一轮并购潮以来,由"高溢价、高承诺"的不合理业绩补偿承诺导致的商誉减值"爆雷"事件不断发生,引起了监管部门的关注。证监会于2018年11月发布《会计监管风险提示第8号——商誉减值》(以下简称"8号文"),旨在规范商誉减值会计确认、计提时点及监管细节,并明令禁止故意以业绩承诺期为由不计提或跨期计提商誉减值的行为。文章通过双重差分法研究发现:"8号文"有助于降低签订了业绩补偿承诺上市公司的商誉减值水平,加强媒体对签订业绩补偿承诺公司的关注与监督,但存在2018年突击计提商誉减值的现象。此外,"8号文"能够降低上市公司对不合理业绩补偿承诺的使用倾向,降低并购溢价并提高长期并购绩效。最后,签订了业绩补偿承诺的并购企业在"8号文"之后没有显著提升盈余管理水平和股价崩盘风险。文章总体表明,"8号文"有助于上市公司在并购过程中合理使用业绩补偿承诺,降低商誉减值水平。但从长远来看,仍然需要从完善业绩补偿承诺设计机制、健全法律法规约束等角度遏制商誉减值的潜在风险。     

Corporate governance and incentive contracts: Historical evidence from a legal reform

This paper proposes to exploit a reform in legal rules of corporate governance to identify contractual incentives from the correlation of executive pay and firm performance. In particular, we refer to a major shift in the legal and institutional environment, the reform of the German joint-stock companies act in 1884. We analyze a sample of executive pay for 46 firms for the years 1870–1911. In 1884, a legal reform substantially enhanced corporate control, strengthened the monitoring incentives of shareholders, and reduced the discretionary power of executives in Germany. The pay–performance sensitivity decreased significantly after this reform. While executives received a bonus of about 3–5% in profits before 1884, after the reform this parameter decreased to a profit share of about 2%. At least the profit share that is eliminated by the reform most likely was incentive pay before. This incentive mechanism was replaced by other elements of corporate governance.