Cross-market information transfers of ADR firms: An investigation of emerging market economies

Level II and III ADRs permit issuers to be listed on the major U.S. exchanges with the stipulation that they comply with extensive SEC disclosure requirements. Foreign private issuers are compelled to file a set of audited financial statements prepared in accordance with U.S. GAAP, or alternatively, IFRS or Home Country Accounting Principles with attendant reconciliation to U.S. GAAP prior to 2008. Although the Form 20-F reconciliation is discontinued in 2008 for IFRS filers, non-U.S. issuers are required to satisfy other Form 20-F stipulations such as expanded Item 17 and Item 18 disclosures. We conjecture that non-U.S. firms choosing to be listed on the major U.S. exchanges will incur the added costs associated with the supplemental disclosure requirements in order to attract sufficient investor attention as to have the disclosures impounded in the home country equity share price in the manner described by Fishman et al. (1989). Because a prominent attribute of ADR firms is that they benefit from multiple-market trading, we investigate whether the Form 20-F disclosure cross-market information transfers are associated with emerging market economy status. We employ models of the cross-market ADR and equity security share returns and trading volume controlling for the emerging economy status and incremental firm-specific SEC Form 20-F accounting principles disclosures. Preliminary results indicate that (1) U.S. listed ADR firms from emerging economies experience greater cross-market information transfers associated with the SEC Form 20-F filing, and (2) that the increased cross-market information transfers associated with the SEC Form 20-F filing are proportional to the difference in quality of accounting principles employed for home country reporting purposes vis-à-vis the accounting principles employed for SEC Form 20-F reporting purposes. Results are consistent with a feedback process through which the new information disclosed by the SEC Form 20-F reporting requirements in the ADR market attenuates the price discovery process in the home country equity market when the difference in information environment quality is large.     

Individual investors’ attitudes towards listing requirements for foreign entities on U.S. stock exchanges and the promulgation of international accounting standards

The Securities and Exchange Commission (SEC) currently requires foreign issuers of securities listed on U.S. securities exchanges to either employ U.S. generally accepted accounting principles (U.S. GAAP) or include a statement of reconciliation to U.S. GAAP if they use their home country's accounting standards. With some exceptions, they are also required to comply with the provisions of the Sarbanes-Oxley Act of 2002 (SOA). John Thain, CEO of the New York Stock Exchange, states that these requirements hamper U.S. investments, economic growth, and employment opportunities. The Chairman of the International Accounting Standards Board (IASB), Sir David Tweedie, echoed Thain's comments. An important stakeholder who is affected significantly by the U.S. listing requirements is the U.S. individual investor. Accordingly this study examines their attitudes involving the extant rules for foreign listings on U.S. exchanges and other aspects of the issue. The study also examines their perceptions regarding accounting standard promulgation authority and the use of a global set of accounting principles. The results indicate that although U.S. investors are very much in favor of the listing of foreign companies on U.S. exchanges, they also endorse the current rule requiring either employment of U.S. GAAP or reconciliation to it as well as mandatory adherence to the SOA. In the area of accounting standards, although a large majority believed that the U.S. should control the accounting standards for U.S. listings, a smaller majority also believed that there should be a universal set of accounting principles for all stock exchanges.     

Cross-Listing, Bonding Hypothesis and Corporate Governance

Abstract:  This paper examines the relationship between cross-listing and corporate governance for Canadian firms, that were cross-listed on US stock exchanges during the period 1997–2003. We find that cross-listed firms have more independent boards and audit committees after the listing relative to a non-cross-listed matched sample of firms and relative to the pre-listing period. Moreover, cross-listed firms experience changes in their ownership structure after the listing. Finally, we provide evidence that the sensitivity of the relation between cross-listed firm valuation with audit committee independence and ownership structure becomes more important after the listing. The results are robust after adjusting for various firm risk characteristics. Overall, the results are consistent with the literature on the bonding role of cross-listings on US stock exchanges.     

Eliminating the 20-F reconciliation from IFRS to U.S. GAAP: Short-term and long-term liquidity effects

This paper examines the effects of the SEC’s 2008 decision to no longer require foreign private issuers using IFRS and trading on U.S. exchanges to reconcile their financial statements to U.S. GAAP. Extant research has found conflicting results using short event windows, while studies using longer event windows have found limited capital market impact from eliminating the reconciliation. Motivated by the SEC’s interest in understanding how disclosure rules impact market liquidity, we examine changes in effective bid-ask spreads, the price impact of trades, and quoted depth around 20-F filing dates for a sample of foreign private issuers. We find that effective spreads increase more around 20-F filing dates for filers using IFRS than for filers using U.S. GAAP, suggesting the 20-F report is more informative for filers using IFRS. We then find, in a subsample of filers using IFRS, that the increase in effective spreads for IFRS firms around 20-F filing dates is directly related to the magnitude of differences in book values between IFRS and U.S. GAAP. In sum, our results suggest a loss of useful information after the SEC’s rule change.     

The Influence of U.S. GAAP on the Harmony of Accounting Measurement Policies of Large Companies in the U.K. and Australia

U.S. GAAP has increasingly become an influence on accounting practices in other countries, even aside from those traditionally considered under direct U.S. influence. The change arises from the large number of U.S. accounting standards, non-U.S. companies listing on U.S. stock exchanges, and the amount of U.S. direct investment abroad. As the impact of U.S. GAAP varies across countries, it may affect international accounting harmony. This idea is tested by examining the level of international harmony for eleven accounting measurement policies in matched pairs of large companies from Australia and the U.K., two countries with historically strong cultural and economic links. It is argued that, in recent decades, accounting practice in Australia, more so than in the U.K., has become increasingly U.S.-oriented. The concepts of harmony of Tay and Parker (1990) and Archer et al . (1996) are employed. International harmony is measured by the between-country C index and chi-square test; national harmony by van der Tas's (1988) H index. While considerable national harmony is found in the U.K. for seven and in Australia for five accounting policies, there is considerable or complete international harmony for only three policies. Evidence is presented of the influence of U.S. GAAP as one factor explaining the poor degree of U.K./Australia international harmony. Australian companies appear to follow U.S. GAAP to a greater extent than do U.K. companies. The state of partial harmony thus existing restricts international comparability of accounting reports and may cause problems for regulators.     

Pricing of Foreign GAAP Earnings in U.S. Capital Market Prior to the SEC Required Reconciliation Disclosure

The Securities and Exchange Commission (SEC) requires foreign registrants to include in their annual reports on Form 20-F reconciliation to U.S. GAAP of net income, earnings per share, and shareholders' equity, if materially different. Previous research indicates that foreign firms usually file their reports with the SEC near or at the deadline, that is six months after the fiscal year-end and about three months after the earnings announcement. The purpose of this study is to examine U.S. investors' ability to interpret foreign GAAP earnings before the SEC regulated disclosure becomes publicly available. Presented empirical evidence indicates that market participants are able to infer U.S. GAAP earnings from the foreign GAAP earnings at the time of initial earnings announcements.     

The costs and benefits of retirement policies at U.S. audit firms

The mandatory retirement age within U.S. Big 4 audit firms ranges from 55 to 62, which has attracted controversy and legal scrutiny. The potential costs of an earlier retirement age include the loss of established networks, experience, and expertise. However, studies in non-U.S. jurisdictions conclude that partners nearing retirement disengage from their work, which manifests in lower audit quality. Using intensive hand-collected data on the age of 3,148 U.S. audit partners, we provide the first evidence of the costs and benefits of mandatory retirement policies at U.S. audit firms. We find that audit quality does not vary, but that fees are significantly higher for U.S. partners approaching retirement. These findings suggest that U.S. mandatory retirement policies are forcing out experienced revenue earners that are producing audit quality equivalent to younger partners. Additional analysis reveal that partner retirements are mechanisms to promote and grow the client portfolios of younger and female audit partners, and therefore increase partner diversity. Our additional analysis of non-U.S. audit partners leading audits of U.S. listed companies shows that partners approaching retirement are associated with lower audit quality across certain measures. This suggests that the audit quality of older U.S. partners is superior to their non-U.S. counterparts.     

SOURCING EQUITY INTERNATIONALLY WITH DEPOSITARY RECEIPT OFFERINGS: TWO EXCEPTIONS THAT PROVE THE RULE

Corporations around the world are now aggressively raising equity capital in the U.S. by crosslisting their shares on major U.S. stock exchanges in the form of depositary receipts (DRs). After describing the process by which companies create DR programs to crosslist their shares in the U.S., this article surveys the existing empirical evidence on the effects of such cross-listings on the companies' cost of capital, global risk exposures, and liquidity.
Among the most notable findings, the article reports that significant positive share price reactions, reductions in risk measures, and increases in liquidity are observed following crossborder listings, though mainly in the case of non-U.S. companies listing for the first time in the U.S. To illustrate these capital-market effects, the article recounts in some detail two recent cases of international capital-raising facilitated by DR offerings: Deutsche Telekom and China's Huaneng Power International.     

Earnings changes associated with relaxing the reconciliation requirement in non-U.S. firms’ SEC filings

We investigate the changes in earnings information content and earnings attributes for non-U.S. firms listed in U.S. equity markets following the 2007 relaxation of the SEC requirement to reconcile IFRS earnings and stockholders’ equity to U.S. GAAP in annual regulatory filings. We analyze a sample of non-U.S. firms listed on U.S. exchanges from 2005 to 2008 that use IFRS, and compare them to non-U.S. firms that continue to use domestic GAAP or U.S. GAAP. Prior literature finds no changes in informativeness following the regulatory change for IFRS-using firms. However, when we partition the IFRS-using firms into two groups based on their history of providing reconciliation information, we find that firms which previously provided more information about the differences between their reporting GAAP and U.S. GAAP had significant increases in the information content of their earnings. In contrast, there is no change in earnings informativeness for firms that provided less informative reconciliations. We regard the reconciliation informativeness as a proxy for firms’ efforts to provide more informative disclosures, which is driven by their disclosure incentives. We also document that the change in the information content of earnings for more informative reconcilers was contemporaneous with a change in earnings attributes for these firms. Consistent with no change in earnings informativeness for less informative reconcilers, there is little change in their earnings attributes. Our results underscore the importance of incorporating disclosure incentives when examining the consequences of a regulatory change.     

The adequacy of fixed asset disclosures under U.S. GAAP

Prior to 1995, the U.S. Securities and Exchange Commission (SEC) required publicly-traded, capital-intensive registrants to prepare detailed supplemental schedules summarizing the activity in fixed asset-related accounts. This study examines these previously-mandated schedules and illustrates how current aggregated reporting requirements potentially conceal insights that could be gained with finer information. This is a significant issue, as current disclosures under International Financial Reporting Standards (IFRS) are similar to the former SEC requirements. The analysis supports the conclusion that stakeholders in capital-intensive U.S. firms are at an informational disadvantage relative to stakeholders in similar firms reporting under IFRS.     

The effect of disclosure committees on non-GAAP reporting quality

I examine whether company-implemented disclosure committees help to improve non-GAAP reporting quality. I find that firms with disclosure committees provide higher quality non-GAAP performance metrics and that the exclusions used to calculate their non-GAAP numbers are less persistent for future operating income and operating cash flows. Moreover, I find that firms with disclosure committees are less likely to receive SEC comment letters about non-GAAP disclosure. For firms that receive comment letters about non-GAAP reporting, disclosure committees can help to improve non-GAAP reporting quality. Comparing the influence of audit committees and disclosure committees, I find that audit committee financial experts have stronger monitoring effects than those on disclosure committees. Meanwhile, legal experts on disclosure committees provide similar monitoring compared to audit committees’ financial experts. Finally, the interaction between audit committee financial experts and disclosure committee legal experts produces the strongest effect on non-GAAP reporting quality. In sum, my analyses suggest that disclosure committees can provide important monitoring of non-GAAP reporting.     

Voluntary formation of audit committees by large municipal governments

The Sarbanes–Oxley Act of 2002 requires that publicly-traded U.S. corporations have an audit committee in their internal control structure. In contrast to publicly-traded commercial firms, municipal governments are not required to form audit committees. Given that regulators believe it is a crucial aspect of internal control, we examine the extent to which city governments feature audit committees in the internal control structure. Based on a survey of financial managers from cities with populations greater than 100,000, we find that approximately 58% of the municipalities have such committees. Results indicate that larger and more financially viable cities are more likely to have audit committees. However, the form of municipal government and the quality of the local government’s financial reporting and audit processes are not significant determinants of the presence of an audit committee.     

Differential levels of disclosure and the earnings-return association: evidence from foreign registrants in the United States

Foreign companies listing on U.S. exchanges are required to report financial information under U.S. GAAP on form 20-F using either Item 17 or Item 18 disclosure rules. These two disclosure rules differ in that Item 17 allows many exemptions from U.S. GAAP, while Item 18 requires disclosure of all financial information in accordance with U.S. GAAP. This study examines the differential earnings-return association between Item 17 and Item 18 filers.We find significantly higher earnings-return associations for Item 18 filers than for Item 17 filers. While the earnings-return association of Item 18 foreign firms is not different from that of matched U.S. firms (which fundamentally use Item 18 rules), the earnings-return association of Item 17 foreign firms is significantly lower than that of matched U.S. firms. Overall, the results are consistent with the idea that higher levels of disclosure may be related to lower discount rates and higher earnings response coefficients (ERCs).     

Competition among stock exchanges for equity

We consider cross-border competition by stock exchanges for listings from firms that have controlling shareholders who have private benefits. We examine exchanges’ choices of their listing standards and firms’ choices of the exchanges where they cross-list their shares. We show that the share price compensates controlling shareholders for giving up some private benefits and enables firms with growth opportunities to obtain listings on exchanges with different listing standards. In particular, firms with high-growth opportunities tend to obtain listings on stock exchanges with high listing standards. We empirically examine these predictions and find that they are consistent with evidence.     

An Investigation of Audit Committees' Oversight Responsibilities

Audit committee performance has come under close scrutiny in recent years from a variety of policy-makers, interest groups and researchers. In particular, the adequacy of audit committee oversight has been challenged. At the same time, audit committees are under pressure to increase the scope of their oversight work. This study examines audit committee oversight from the internal perspective of active U.S. audit committee members. A two-part survey used Wolnizer's (1995) list of seventeen prescribed audit committee objectives related to accounting and reporting, auditors and auditing, and corporate governance in general as a basis to assess audit committee members' abilities to recognize their assigned objectives and explore their perceptions of the key tasks and issues currently addressed by audit committees. The results indicate that audit committee members appreciate the importance of all audit committee members having sufficient expertise in oversight areas related to accounting, auditing and the law. However, some respondents agreed they lacked sufficient expertise in many or all of these areas. In addition, the findings indicate that audit committee members tend not to recognize their assigned responsibilities, but agree with the proposed expansion of committee responsibilities. Using a multimethod approach, internal control evaluation was consistently listed and ranked as the most important oversight responsibility. These findings provide insight into the priority perceived by audit committee members as to their oversight responsibilities, and the adequacy of U.S. reporting disclosures as signals of audit committee work.     

Enforcement mechanisms for SEC reporting deadlines

SEC filing deadlines accelerated for many firms over the past decade; nevertheless, the percentage of late 10-K filings has decreased by historical standards. From 2000 to 2007, six percent of 10-Ks are late but remain SEC compliant (via a Form 12b-25 filing). An additional 2.5 percent of all 10-K filings are both late and non-compliant. When analyzing all 10-K filings (i.e., both timely and late filings), we find that (1) relatively large stock exchanges, (2) greater analyst coverage, and (3) larger audit firms are each associated with improved timeliness and compliance in 10-K report filings.     

The usefulness to individual and institutional investors of annual earnings announcements and SEC filings by non-U.S. companies

This study examines the information contained in annual earnings announcements and SEC filings by non-U.S. and non-Canadian companies listed on either the New York or American Stock Exchange. We extend previous research in this area by employing intraday trading data, which allows us to assess the relative informativeness of the earnings announcements and SEC filings across different classes of investors. In addition, analyzing trading data is advantageous in that abnormal trading volume on a U.S. exchange can reasonably be attributed to the usefulness of the information to U.S. traders. The results suggest that annual earnings announcements of non-U.S. companies provide information to both institutional and individual investors, as indicated by the abnormal trading activity surrounding this event, but the value of the information is greater and the time required to process the information is less for institutional investors. With respect to the SEC annual filings, abnormal trading activity was not detected surrounding the filing dates for the entire sample period (1983–1992) for either institutional or individual investors. We do, however, document some evidence that the information content of the 20-F has increased in post-1988 filings, which corresponds with a dramatic rise in the market value of non-U.S. equity securities listed in the U.S. market.     

Escape from New York: The market impact of loosening disclosure requirements

We examine the first significant deregulation of U.S. disclosure requirements since the passage of the 1933/1934 Exchange and Securities Acts: the 2007 Securities and Exchange Commission (SEC) Rule 12h-6. Rule 12h-6 has made it easier for foreign firms to deregister with the SEC and thereby terminate their U.S. disclosure obligations. We show that the market reacted negatively to the announcement by the SEC that firms from countries with weak disclosure and governance regimes could more easily opt out of the stringent U.S. reporting and legal environment. We also find that since the rule's passage, an unprecedented number of firms have deregistered, and these firms often had been previous targets of U.S. class action securities lawsuits or SEC enforcement actions. Our findings suggest that shareholders of non-U.S firms place significant value on U.S. securities regulations, especially when the home country investor protections are weak.     

Valuation effects of international stock exchange listings

A comprehensive data set consisting of 346 U.S. firm stock listings on ten different stock exchanges is examined in order to determine the valuation consequences of listing on a foreign stock exchange. For the sample of U.S. firms listing abroad, abnormal returns in U.S. trading were: (1) positive around the date of acceptance on the foreign exchange; (2) negative on the first trading day; and (3) negative in the post-listing period for firms listing on the Tokyo and Basel exchanges. Tests for the equality of stock return variances between event periods and market model estimation periods failed to reveal a definitive impact.