Information Asymmetry and Voluntary SFAS 157 Fair Value Disclosures by Bank Holding Companies During the 2007 Financial Crisis

We hand‐collect SFAS 157 voluntary fair value disclosures of 18 bank holding companies. The SEC's Division of Corporate Finance likely targeted these entities in 2008 through their “Dear CFO” letters in which they requested specific, additional disclosure items. We collect disclosures that match the SEC recommendations and create eight common factor disclosure variables to examine the effect of such disclosures on information asymmetry. We find that disclosure variables about the use of broker quotes or prices from pricing services and the use of market indices and illiquidity adjustments are related to lower information asymmetry. However, disclosure variables about valuation techniques and asset‐backed securities are related to greater information asymmetry. We also document that disclosure complexity, and disclosure tone (uncertainty and litigious) is related to greater information asymmetry. These findings are consistent with criticism that corporate disclosures are voluminous; management may obfuscate unfavorable information which in turn increases market participants’ assessment of uncertainty associated with the fair value measures. We caveat that the setting of the financial crisis and a small sample size may limit the ability to generalize these inferences to other time periods or other financial firms.     

Critical accounting policy and estimate disclosures: Company response to the evolving SEC guidance

In late 2001, soon after numerous financial reporting failures including the much publicized demise of Enron, the SEC began a series of initiatives to improve critical accounting policy (CAP) and critical accounting estimate disclosures included within the MD&A section of Form 10-K. The first announcement, in the form of cautionary guidance, was issued in December 2001. This was followed by a Proposed Rule in 2002, and additional disclosure guidance near the end of 2003. Combined, the guidance required companies to provide information that would help investors understand the impact of estimates, accounting policies and external factors on financial results. Through 2007, the SEC continued to provide guidance as to the content of CAP disclosures in the MD&A.In this study, we assess the extent to which companies responded to the initial CAP guidance, and determine the extent to which company disclosures changed with additional SEC guidance by analyzing CAP disclosures included in the 2001 and 2003 10-K filings for 112 of the Mid-Cap 400 companies. Our findings indicate that most, but not all, sampled companies included 2001 CAP disclosures consistent with the cautionary advice. We find that the disclosure content increased from 2001 to 2003, and that the disclosure quality also increased. However, some items remained underdisclosed in 2003, indicating that even after a 2-year period in which the SEC continued to provide additional guidance and reviewed company CAP disclosures, companies were not fully disclosing content identified as important by the SEC, particularly when the guidance was included in the Proposed Rule.     

Repetitive disclosures in the MD&A

This study is the first to empirically analyze repetitive disclosures in the Management Discussion and Analysis (MD&A) section of the 10‐K filing. Repetitive disclosures refer to the extent that content in the MD&A is repeated from the audited financial statement notes. I empirically analyze repetitive disclosures in the MD&A section of the 10‐K filing, and find that firms tend to use more repetitive disclosures when firms have a new CEO, a high level of new disclosures in the notes, issued equity, and have missed the prior year's earnings benchmark. These findings suggest that not all managers use repetitive disclosures to simply obfuscate disclosures. Rather, some managers use repetitive disclosures to emphasize firm‐specific events, consistent with the succession hypothesis. The Securities and Exchange Commission (SEC) states that repetitive disclosures are uninformative and that such disclosures decrease the informativeness of other disclosures in the MD&A. Casting doubt on the SEC's comments, in my primary analyses, I find that repetitive disclosures are informative to investors; this result is stronger for individual investors. Overall, my results suggest that repetitive disclosures are informative, and such disclosures may be effective tools for providing information to investors.     

Public companies' cybersecurity risk disclosures

Though cybersecurity risks are significant and could materially affect business operations and the integrity of financial reporting, there is limited empirical research on the cybersecurity risk disclosure trends and practices of public companies. In this study, we conduct a longitudinal study of the content and linguistic characteristics of public companies' cybersecurity risk disclosure practices as well as factors that may drive disclosure trends. The results show that the two most commonly disclosed cybersecurity risks are risks of service/operation disruption and risks of data breach. Item 1A of the 10-K Report is the most commonly used disclosure location, but some companies also use Items 1 and 7 to disclose regulation risks and cyber incidents, respectively. The length of cybersecurity risk disclosures increases linearly during the period of our study. This increase is associated with the issuance of SEC guidance (2011 and 2018), industry, overall cybersecurity risks in the general environment, company size, and prior cybersecurity breach incidents. Disclosures have also become more difficult to read in general. They are more difficult to read as firm size increases and are easier to read as the proportion of intangible assets increases or after an executive change. Firms have increased their usage of litigious words in their disclosures. Bigger firms, on average, tend to use less litigious language, but companies in industries with high business information technology intensity (e.g., consumer services, software and services, and banking) tend to use more litigious language than other companies.     

Large‐Sample Evidence on Firms’ Year‐over‐Year MD&A Modifications

The Securities and Exchange Commission (SEC) has expressed concern about the informativeness of firms’ Management Discussion and Analysis (MD&A) disclosures. A firm's MD&A is potentially uninformative if it does not change appreciably from the previous year after significant economic changes at the firm. We introduce a measure for narrative disclosure—the degree to which the MD&A differs from the previous disclosure—and provide three findings on the usefulness of MD&A disclosure. First, firms with larger economic changes modify the MD&A more than those with smaller economic changes. Second, the magnitude of stock price responses to 10‐K filings is positively associated with the MD&A modification score, but analyst earnings forecast revisions are unassociated with the score, suggesting that investors—but not analysts—use MD&A information. Finally, MD&A modification scores have declined in the past decade even as MD&A disclosures have become longer; the price reaction to MD&A modification scores has also weakened, suggesting a decline in MD&A usefulness.     

The Impact of Disclosures of Internal Control Weaknesses and Remediations on Investors' Perceptions of Earnings Quality

We hypothesize and find that firms making SOX‐mandated disclosures of material weaknesses in internal control over financial reporting (ICOFR) exhibit lower investor‐perceived earnings quality (IPEQ) than nondisclosers. We measure IPEQ using e‐loading, a market‐returns–based representation of earnings quality developed by Ecker, Francis, Kim, Olsson, and Schipper (2006). Firms do not exhibit decreases in IPEQ after initially disclosing material weaknesses. This is consistent with investors having anticipated ICOFR strength based on observable firm characteristics. However, firms exhibit increases in IPEQ after receiving their first clean audit reports that confirm the remediation of previously disclosed weaknesses. This indicates that, although investors do not find initial weakness disclosures to be incrementally informative, SOX motivates firms to remediate weak controls and provides a venue for credible remediation disclosures, thus enhancing investors' perception of financial reporting reliability. These findings are consistent with the existence of regulatory benefits associated with SOX's internal control disclosure and audit requirements.     

The impact of country institutional factors on firm disclosure: Cybersecurity disclosures in Chinese cross-listed firms

This paper explores differences in qualitative disclosures between Chinese firms that cross-list in the US and their US domestic counterparts that reflect firm-level cybersecurity awareness. Consistent with the strong regulatory framework in China externalizing cybersecurity and thus reducing the need to disclose individual company cybersecurity awareness, we find that relative to their US domestic counterparts, Chinese cross-listed firms in the US provide less cybersecurity disclosure. However, market valuation of these cybersecurity disclosures is higher for Chinese cross-listed firms, suggesting that the market more favorably views Chinese firm disclosures that communicate a greater level of internalized cybersecurity awareness. We also explore the effect of institutional setting on market valuation of cybersecurity awareness through an event study surrounding the arrest of Huawei’s CFO. This event highlighted cybersecurity weaknesses at Huawei, potentially more generally challenging the effectiveness of Chinese cybersecurity policies. We find a negative stock market reaction to the event, but only for our Chinese sample. These results provide evidence that the market’s view of company cybersecurity awareness is sensitive to changes in perceptions of companies’ institutional setting.     

Corporate Governance: Factors Influencing Voluntary Disclosure by Publicly Traded Canadian Firms*

We report on the comprehensiveness of voluntary corporate governance disclosures in the annual reports and management information circulars of Toronto Stock Exchange (TSE) firms. We focus on disclosure of the corporate governance practices implemented by our sample of TSE 300 firms vis‐à‐vis the 14 guidelines set out in the TSE's report on corporate governance Where Were the Directors? Our analysis indicates that only a very few firms disclose that they have fully implemented the TSE guidelines, and that the extent of disclosure of corporate governance practices implemented varies widely among the firms. We then test factors associated with the comprehensiveness of such disclosures and the choice of disclosure medium using simultaneous equations multivariate analysis. We also assess the influence of publicized corporate governance failures on disclosure. Overall, our results suggest that the choices of disclosure medium and the extent of disclosure are made concurrently, and are influenced by the strategic considerations of management.     

Cybersecurity awareness and market valuations

This paper introduces a measure of firm-specific cybersecurity awareness that can be used in empirical research exploring cyber-related issues facing corporations. It extends and updates Gordon et al. (2010), who develop an indicator capturing the existence of disclosures related to “information security” and show a positive association between market valuation and their measure. Since publication of their paper, cyber-related events have become more frequent and salient, and disclosure of cybersecurity issues has become more extensive. Increased disclosure is largely due to a 2011 requirement by the Securities and Exchange Commission, which provides guidance for disclosure of cyber-related issues in 10-K filings. Based upon this post-guidance disclosure, we develop a new measure that captures the extent and relevance of cyber disclosures and show that the market positively values cybersecurity awareness. We also show that a more negative tone in cyber disclosures is associated with lower market values. Our results are robust to inclusion of measures of IT governance and controlling for the firm’s overall disclosure characteristics.     

Voluntary Disclosure, Earnings Quality, and Cost of Capital

We investigate the relations among voluntary disclosure, earnings quality, and cost of capital. We find that firms with good earnings quality have more expansive voluntary disclosures (as proxied by a self‐constructed index of coded items found in 677 firms' annual reports and 10‐K filings in fiscal 2001) than firms with poor earnings quality. In unconditional tests, we find that more voluntary disclosure is associated with a lower cost of capital. However, consistent with the complementary association between disclosure and earnings quality, we find that the disclosure effect on cost of capital is substantially reduced or disappears completely (depending on the cost of capital proxy) once we condition on earnings quality. Extensions probing alternative proxies show that our findings are robust to measures of earnings quality and cost of capital, but not to other measures of voluntary disclosure. In particular, we find opposite relations for voluntary disclosure measures based on management forecasts and conference calls, and we find no relations for a press release based measure.     

Disclosure Practices by Family Firms: Evidence from Swedish Publicly Listed Firms

Abstract

I investigate the effect of family ownership on firms’ disclosure practices in their annual reports. In specific, I study Swedish publicly listed firms, which are typically characterized by controlling owners that have a strong influence in the corporate governance decisions of the firm, including corporate disclosures. To measure disclosure, I construct a comprehensive disclosure index covering information on (1) corporate governance, (2) strategic and financial targets and (3) notes to the financial statements. The results reveal that overall, family firms provide less disclosure in annual reports than non-family firms do. The finding is consistent with the premise that through their management positions, family owners can directly monitor managers and avoid costly public disclosures. Overall, the results suggest that ownership structure of firms is important to consider in understanding firms’ disclosure incentives, particularly in settings where controlling owners play a significant role in the governance of the firm.     

Evaluating the Effectiveness of Sustainability Disclosure: Findings from a Recent SASB Study

Early research into the relationship between corporate sustainability programs and financial performance suggests a positive relationship between strong sustainability performance and a lower cost of capital. As investors increasingly incorporate sustainability information into financial decisionmaking, the importance of high‐quality sustainability disclosure is growing. Just as investors have relied on financial disclosures based on generally accepted accounting principles (GAAP) to assess corporate risk, a market standard is needed to help companies disclose comparable sustainability information. To address this issue, the Sustainability Accounting Standards Board (SASB) conducted a recent analysis of the current state of sustainability disclosure in annual Securities and Exchange Commission (SEC) filings. The study reviewed the disclosures of over 700 U.S.‐and foreign‐domiciled companies, focusing on material sustainability topics as identified by SASB's industry‐specific accounting standards. The authors find large variations among different corporate sectors in the frequency and quality, as well as the focus, of their sustainability disclosures. Then, after examining in detail disclosures within the SASB Resource Transformation and Consumer Staples sectors, the authors suggest a number of possible drivers of this variation, including key sustainability and economic trends, while also presenting evidence of increasing investor interest in sustainability information. Although the authors' analysis was not intended to determine the extent to which the quality of sustainability disclosure affects investor returns, the findings provide a useful baseline for the as yet largely unexplored relationship between sustainability disclosure and corporate financial performance.     

Intangible Assets and Firms' Disclosures: An Empirical Investigation

This study examines how research and development (R&38;D) and advertising expenditures affect firms' disclosures. Generally accepted accounting principles (GAAP) mandate that these expenditures be immediately expensed in financial reports, despite the fact that they often benefit the firm for longer periods. Prior studies find, however, that investors consider intangible assets in their valuation of firms. These studies argue that current GAAP, by not recognizing the value generated by these assets, severely impairs the usefulness of accounting reports. I investigate if firms with higher levels of R&38;D and advertising expenditures place greater reliance on voluntary, and therefore more flexible, disclosures such as voluntary publications and investor relations. Using analysts' ratings of firms' disclosures, I find that firms with higher levels of intangible assets are more likely to receive significantly higher ratings for their investor relations programs or voluntary publications than for their annual reports. These findings suggest that firms with higher levels of intangible assets emphasize supplemental disclosures because mandated accounting disclosures inadequately present their financial performance. These results have important policy implications for regulators and investors since they indicate that voluntary disclosures, which are unregulated and unaudited, are an important means of disclosure for these firms.     

Credibility Attributes and Investor Perceptions of Non‐GAAP Earnings Exclusions

Recent empirical evidence suggests that investors focus more on non‐GAAP (Generally Accepted Accounting Principles) than on traditional GAAP earnings because non‐GAAP earnings are believed to proxy for a firm's ongoing profitability, a measure useful for valuation. Managers determine these non‐GAAP earnings by excluding certain items from their GAAP income. However, because these non‐GAAP earnings are both unaudited and may be disclosed by a firm to manage investors’ perceptions as opposed to inform, investors must infer the credibility of the disclosure through observable firm attributes. In this study we examine whether firms with stronger credibility attributes (corporate governance, higher‐quality auditors, and higher historical information quality) will be perceived as providing more credible non‐GAAP exclusions than those with weaker attributes. Our expectation is that the market reaction to non‐GAAP earnings exclusions of firms with stronger credibility attributes will be greater than for those with weaker attributes. Our results support our expectation.     

Responses to SEC comment letters on cybersecurity disclosures: An exploratory study

Cybersecurity comment letters issued by the Securities and Exchange Commission (SEC) may ask companies to disclose additional or clarifying information about their cybersecurity incidents, risks, and corresponding controls, where appropriate. Although responding to the comment letter in the form of disclosing more information about cybersecurity can better signal a company’s security posture to investors and comply with regulations, it may also expose a company to higher levels of cybersecurity risks because of disclosing proprietary cybersecurity information. Using a sample consisting of 52 cybersecurity comment letters issued between 2011 and 2019 and their no-letter-matched companies, our findings suggest that comment letter companies change their disclosures regarding cybersecurity, as required by the SEC. However, as shown in the short-term cumulative abnormal returns around response letter days, the stock market reacts negatively to the responses. Our results provide policy implications by showing that market participants may not react positively to transparency.     

Accounting disclosure and firms' financial attributes: Evidence from the UK stock market

This paper focuses on the disclosure of accounting information in the financial statements of UK firms. The primary objective of the study is to analyse the financial characteristics of firms that provide extensive disclosures, and assess the financial impact of their motives, such as for example the need to raise equity finance. The study examines the financial attributes of firms that disclose information about key accounting issues including risk exposure, changes in accounting policies, use of international financial reporting standards and hedging practices. Firms are inclined to disclose accounting information in order to assure the market participants that their accounting policies are consistent with the accounting regulation and meet the information needs of their stakeholders. The study shows that in order to raise finance in the capital and debt markets, firms tend to provide extensive accounting disclosures. Firms that provide informative accounting disclosures appear to display higher size, growth and leverage measures. The findings also show that the disclosure of sensitive accounting information has not adversely affected firms' profitability. In fact, firms that provide detailed accounting disclosures tend to exhibit higher profitability. The implementation of international financial reporting standards enhances the quality and the comparability of financial statements; hence it promotes consistency and reliability in financial reporting and facilitates companies in raising capital internationally.     

Changes in corporate cybersecurity risk disclosures after SEC comment letters

Gao et al. (2020) examined the content and linguistic characteristics of public companies' cybersecurity risk disclosure practices as well as factors that may drive disclosure trends. In this paper, we extend Gao et al. (2020) by exploring SEC comment letter practices related to cybersecurity risk disclosures and investigating how SEC comment letters lead to changes in companies’ cybersecurity risk disclosures. Coinciding with newly issued cybersecurity guidelines, SEC comment letters related to cybersecurity disclosure deficiencies spiked in 2011. On average, it takes about 26 days for a registrant to respond to a comment letter and only 10 percent of registrants respond within the recommended 10-day period. Most comment letters (75 percent) are resolved within one round of communication. Multiple rounds of communication are often required when deficiencies surround disclosure of a cyber breach. Though 81 percent of registrants respond to comment letters related to cybersecurity breaches by claiming that there was no need for disclosure as the breaches were not material, the SEC will likely reject that claim and require the registrant to provide the required detail. We find evidence that the SEC uses comment letters to signal that the staff wish to see an explicit statement in the registrant’s cybersecurity risk disclosures on whether or not the firm suffered security breaches during a reporting period. The SEC scrutinizes cybersecurity risk disclosures to verify they are sufficient subsequent to a published security breach. Firms change their disclosure behavior one year after receiving a comment letter. Specifically, the length of cybersecurity risk disclosures increases, specificity increases, and readability and clarity improve one year after a registrant receives a comment letter that points to deficiencies in the firm’s cybersecurity risk disclosures.     

Toward an understanding of year-over-year changes in municipal management discussion and analysis disclosures

SynopsisUsing a unique setting in which the standard setter (the Governmental Accounting Standards Board) provides guidance on the content of Management Discussion and Analysis (MD&A) disclosures, we investigate the determinants of content changes in municipal government MD&A. We do so in terms of economic changes, turnover, and regulatory characteristics. We use a sample of 1142 municipal MD&A disclosures from fiscal year 2011 to 2015 to calculate a difference score based on the degree to which municipal MD&As change from the previous year. Our empirical analysis highlights that MD&A content changes vary directly with changes in the unemployment rate, fund balance from governmental funds, and auditor turnover. Furthermore, we find evidence that MD&A content changes might be more likely in states without formal GAAP mandates, possibly implying that municipal managers increase transparency by complementing reported financial information with additional qualitative commentary in narrative disclosures when states do not centralize fiscal control over municipalities. Overall, our analysis provides insight on the use of qualitative disclosure by municipal managers, and highlights a need for enhanced commentary on certain items (such as debt and capital expenditures) in order to create greater credibility with and accountability to citizens and other financial statement users. This research is especially timely as GASB re-examines the disclosure mandates of GASB 34.     

Corporate Disclosures of the Major Sources of Estimation Uncertainties

We investigate compliance with regulatory requirements by the largest 20 Australian listed firms to disclose key assumptions and major sources of estimation uncertainties. These relate to accounting estimates that require management's judgement in measuring the carrying amount of the entity's assets and liabilities. While we find that firms provide some disclosure, the information is not sufficiently informative to give users meaningful insights. Overall, the level of disclosure falls short of the intentions of the relevant requirements. Our findings suggest that additional guidance may be necessary to improve compliance and thus increase the information value that these disclosures contribute to financial reports.