A Cognitive Theory of Corporate Disclosures

I analyze how disclosure policies and managerial cognitive abilities interact to influence stock prices, firm values, and the liquidity of financial markets. High cognitive ability assists in value-creation within private corporations, but also may enhance the success odds of strategies which mislead large numbers of financial market agents who have access to firms' disclosure statements. Thus, the equilibrium degree of misrepresentation in disclosures can increase with managerial cognitive capacity (or intellect). Equilibrium efforts at improving true expected values of firms are limited by expected gains from misrepresentation. I argue that agents may face very high costs of acquiring information in firms run by managers who are effective at misrepresenting their firms in disclosure statements. This indicates that contrary to extant theoretical literature, there may be a positive relation between liquidity and the degree of information asymmetry between management and outside investors.     

Segment Disclosure Transparency and Internal Capital Market Efficiency: Evidence from SFAS No. 131

Using the adoption of SFAS 131, I examine the effect of segment disclosure transparency on internal capital market efficiency. SFAS 131 requires firms to define segments as internally viewed by managers, thereby improving the transparency of managerial actions in internal capital allocation. I find that diversified firms that improved segment disclosure transparency by changing segment definitions upon adoption of SFAS 131 experienced an improvement in capital allocation efficiency in internal capital markets after the adoption of SFAS 131. In addition, I find that the improvement in internal capital market efficiency was greater for firms that suffered more severe agency problems before the adoption of SFAS 131 and also for firms whose managers faced stronger incentives to improve efficiency after the adoption of SFAS 131. My results suggest that more transparent segment information can help resolve agency conflicts in the internal capital markets of diversified firms, thus improving investment efficiency.     

“Big Bang” Accounting Reforms in Japan: Financial Analyst Earnings Forecast Accuracy Declines as the Japanese Government Mandates Japanese Corporations to Adopt International Accounting Standards

The mandated adoption of International Accounting Standards (IAS) for Japanese corporations did not result in improved earnings that forecast predictability. These findings contradict the research findings of Ashbaugh and Pincus (2001). Herrmann, Inoue, and Thomas’ (2003) research findings support the need for mandating the adoption of IAS. They found that Japanese managers were “manipulating” reported earnings by managing the sale of fixed assets and marketable securities. Adoption of IAS decreases the availability of this practice and it was and is expected to increase disclosure and transparency. Increased disclosure and transparency are expected to decrease financial analyst forecast errors, which did not decrease for 139 firms examined in this study for the timeframe of 1999–2002. This research finding does not support the idea that adoption of IAS improves financial information used in decision making relative to forecasting earnings. Assuming that increased predictability indicates higher quality reported earnings and enhanced usefulness of financial information, the mandated adoption of IAS did not result in these. Assuming that adoption of IAS in Japan increased the level of transparency and disclosure by Japanese firms, which made it harder for Japanese firms to manage their earnings in order to meet the managerial earnings forecasts that these firms must make. Thus, after the adoption of IAS in Japan, forecast errors for managerial forecasts of earnings increased. This evidence is new to the literature.     

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.     

The Role of the Auditor in Modern Society: An Exploratory Essay

This paper examines competing proprietary and political cost arguments for incentives facing managers of different types of Australian and UK pension fund, to voluntarily disclose pension liability information in annual reports sent to their participants. For Australian defined benefit pension funds, the disclosure reveals the fund's actuarial surplus or deficit, which conveys information to participants about the pension fund's ability to generate future cash flows. Tests are conducted on the voluntary reporting practices of a sample of 119 Australian and 100 UK pension funds, using variables which prior research suggests affects their financial valuation and performance. The empirical results support predictions that managerial discretionary disclosure carries proprietary cost implications for Australian defined benefit pension funds, as proxied by their investment risk and funding ratio, and political cost implications for Australian defined contribution and UK defined benefit pension funds, as proxied by their size.     

Proportional consolidation versus the equity method: A risk measurement perspective on reporting interests in joint ventures

Under Canadian generally accepted accounting principles (GAAP), firms are required to proportionally consolidate joint venture investments, as opposed to the United States where the equity method is used. Using a sample of Canadian firms, this study investigates the relative information content of equity method and proportionally consolidated financial statement amounts for explaining market risk. This is possible for Canadian firms where detailed footnote disclosures permit the calculation of pro forma equity method amounts. The findings are surprising in that whereas proportionally consolidated financial statements are more risk relevant than equity method statements for explaining price volatility, equity method statements are more risk relevant than proportionally consolidated ones for explaining bond ratings. The findings suggest that different market participants use financial statement information differently. The study also finds that failure to disclose disaggregated joint venture accounting amounts, as is the case under US GAAP, masks information that could help market participants assess risk.     

Why regulate private firm disclosure and auditing?

Private firms face differing financial disclosure and auditing regulations around the world. In the US and Canada, for example, private firms are generally neither required to disclose their financial results nor have their financial statements audited. By contrast, many firms with limited liability in most other countries are required to file at least some financial information publicly and are also required to have their financial statements audited. This paper discusses and analyzes the reasons for differential financial reporting regulation of private firms. We first discuss various definitions of a private firm. Next, we examine theoretical arguments for regulating the financial reporting of these firms, particularly related to public disclosure and auditing. We then provide new survey-based evidence of firms’ and standard setters’ views of regulation. We conclude by identifying future research opportunities.     

International financial reporting standards and experts' perceptions of disclosure quality

From 2005, over 7,000 listed firms in the European Union and many more around the world are required to adopt International Financial Reporting Standards (IFRS). The introduction of a uniform accounting regime is expected to ensure greater comparability and transparency of financial reporting around the world. However, recent research has questioned the quality of financial statements prepared under IFRS standards, particularly in the presence of weak enforcement mechanisms and adverse reporting incentives ( Ball et al. , 2003 ). In this paper, we assess the quality of the financial statements of Austrian, German and Swiss firms which have already adopted internationally recognized standards (IFRS or U.S. GAAP). The study makes use of available disclosure quality scores extracted from detailed analyses of annual reports by reputed accounting scholars ('experts'). This work complements other contemporary research on the quality of IFRS financial statements where the properties of earnings are used as an evaluation metric ( Barth et al. , 2005 ). Our evidence shows that disclosure quality has increased significantly under IFRS in the three European countries we analyse. This result holds not only for firms which have voluntarily adopted IFRS or U.S. GAAP, but also for firms which mandatorily adopted such standards in response to the requirements of specific stock market segments. Although we cannot establish direct causality due to the inherent self-selection issues for most of our sample firms, the evidence shows that the quality of financial reports has increased significantly with the adoption of IFRS.     

Disclosure strategies among S&P 500 firms: Evidence on the disclosure of non-GAAP financial measures and financial statements in earnings press releases

This paper examines the prominence of non-GAAP financial measures in press releases, testing whether managers emphasize these adjusted performance measures relative to GAAP numbers in four different settings where their disclosure helps managers reach strategic earnings benchmarks on a pro forma basis when they would otherwise fall short using GAAP numbers. Moreover, this research investigates the information content of disclosures reconciling non-GAAP to GAAP earnings (and other financial statements). The data is hand collected from quarterly earnings press releases of a sample of S&P 500 firms during the 2001–2003 period. In this particular sample, the disclosure of non-GAAP financial measures is frequent. The results suggest that managers strategically give more prominence to non-GAAP measures than to GAAP figures when the GAAP earnings number falls short of a benchmark but the non-GAAP earnings number does not. This disclosure strategy may influence the perception of the firm's financial results. Furthermore, the results suggest that both the reconciliation and the non-GAAP income statement contain information useful for users.     

When is good news really good news?

The impression management literature suggests that managers often resort to biased disclosures. However, there is little systematic evidence on what types of strategies management uses to achieve this bias. Do managers simply lie? Or, do they use more subtle ways of introducing positive bias into corporate narratives, such as selecting specific information items which result in a more positive impression (‘selectivity’) or by keeping their narratives vague and general (‘vagueness’)? In order to differentiate between the two scenarios, I re-examine the positive forward-looking statements examined by Schleicher and Walker (2010) and compare, across firms with improving and deteriorating financial performance, the managerial choices made in relation to eight forecast attributes.

I make two observations. First, there are significant differences in the characteristics of good- and bad-news firms’ positive statements. In particular, bad-news firms’ positive statements involve more non-specific time horizons, more segmental forecasts, and more references to conditions and aims and objectives, but fewer directional forecasts, fewer numbers, and fewer reinforcing qualifiers. Second, the identified differences in good- and bad-news firms’ positive statements can be exploited for classification purposes: including into a classification model additional regressors that measure a positive forward-looking statement's level of selectivity and vagueness significantly increases the model's ability to separate firms with improving financial performance from firms with deteriorating financial performance. Overall, my results are consistent with (a) impression management operating predominantly through selectivity and vagueness and (b) selectivity and vagueness being an important signal for future financial performance.     

Managerial ability and bank‐loan pricing

This paper examines the impact of borrowers’ managerial ability on lenders’ bank‐loan pricing and the channels through which managerial ability affects bank‐loan pricing. Using a large sample of US bank loans, we provide evidence that higher managerial ability is associated with lower bank‐loan prices. This effect is stronger in firms with high information risk, suggesting that an important channel for managerial ability to affect bank‐loan pricing is through improved financial disclosure to mitigate information asymmetry. The relationship is also stronger for firms with weak business fundamentals, implying that another channel is through improved business performance. Of these two mechanisms, path analysis suggests that the business‐fundamentals mechanism is the more important channel through which managerial ability affects bank‐loan pricing.     

Voluntary disclosure practices by foreign firms cross-listed in the United States

This is one of the first large-scale studies to examine the voluntary disclosure practices of foreign firms cross-listed in the United States. We proxy for voluntary disclosure using three attributes of firms’ management earnings guidance: (1) the likelihood of issuance; (2) the frequency of earnings guidance; and (3) a guidance quality measure. After first establishing that market participants view these firms’ disclosures as credible and economically important (i.e., the disclosures are negatively related to analyst forecast errors and the implied cost of equity capital), we compare cross-listed firms’ disclosure practices with comparable US firms and explore variations in disclosure practices among cross-listed firms. We find that cross-listed firms issue less frequent and lower quality management earnings guidance than comparable US firms. We further show that the gap between US and cross-listed firms widened after passage of Regulation FD, a regulation which induced greater public disclosure of firm-specific information. Focusing on the sample of cross-listing firms, we show that firms from common-law countries disclose more than firms from code-law countries. Finally, our results indicate that cross-listed firms that do not list on an organized US exchange provide more frequent and higher quality disclosure than those that do list on organized exchanges.     

Influence of disclosure and governance on risk of US financial services firms following Sarbanes-Oxley

This study finds significant changes in capital market measures of risk following the passage of Sarbanes-Oxley for US financial services firms. Shorter-term measures of risk shifts are positive, on average, and consistent with the mandatory nature of the disclosure and governance provisions. Longer-term total and unsystematic risk shifts are negative, on average, and consistent with reductions in investor uncertainty as transparency improved. We find that the changes in shorter-term and longer-term risk measures vary inversely with the strength of disclosure and governance characteristics. The financial market rewarded (punished) firms with stronger (weaker) disclosure and stronger (weaker) governance.     

Why and How UK Firms Hedge

This paper attempts to differentiate among the theories of hedging by using disclosures in the annual reports of 400 UK companies and data collected via a survey. I find, unlike many previous US studies, strong evidence linking the decision to hedge and the expected costs of financial distress. The tests show that this is mainly because my definition of hedging includes all hedgers and not just derivative users. However, when the tests employ the same hedging definition as previous US studies, financial distress cost factors still appear to be more important for this sample than samples of US firms. Therefore, a secondary explanation for the strong financial distress results might be due to differences in the bankruptcy codes in the two countries, which result in higher expected costs of financial distress for UK firms. The paper also examines the determinants of the choice of hedging method distinguishing between non‐derivative and derivatives hedging. My evidence shows that larger firms, firms with more cash, firms with a greater probability of financial distress, firms with exports or imports and firms with more short‐term debt are more likely to hedge with derivatives. Thus, differences in opportunities, in incentives for reducing risk and in the types of financial price exposure play an important role in how firms hedge their risks.     

The effect of trade secrets protection on disclosure of forward-looking financial information

Using the recognition of the Inevitable Disclosure Doctrine (IDD) by US state courts as an exogenous shock to the risk of losing trade secrets, this study examines the effects of trade secrets on disclosure of forward-looking financial information. We find that management earnings forecast frequency and forecast horizon increases after the US state where a firm is headquartered starts to recognize IDD. We also find that the effect of IDD recognition on management forecasts is more pronounced for firms that have larger market shares, higher product market competition, more intensive R&D, shorter distance to their industry rivals, and more employees who possess knowledge of the firms’ trade secrets.     

Bias in the tone of forward‐looking narratives

We extend the prior literature on biased disclosure decisions by examining whether, when and how managers bias the tone of forward‐looking narratives. In order to measure tone we employ techniques of manual content analysis and we aggregate positive, neutral and negative statements into an overall measure of tone.We then analyse the frequency of positive and negative statements for firms with large impending year‐on‐year changes in sales and operating profit margin, and we regress tone cross‐sectionally on four managerial incentive variables that are unrelated to the private signal about future trading, namely loss status, sign of earnings change, business risk, and the existence of an analyst earnings forecast. We find that firms with large impending performance declines bias the tone in the outlook section upwards. Also, we find that loss firms, risky firms and firms with an analyst earnings forecast provide a more positive tone, while firms with an earnings decline provide a more negative tone. Finally, we observe that for a majority of our managerial incentive variables the main vehicle of biasing the tone is to change the number of negative statements, not the number of positive statements. Overall, our findings are difficult to reconcile with predictions from signalling models, but they are consistent with the alternative view of impression management. Our results have policy implications. In particular, they suggest that there is a need to reconsider the current largely unregulated nature of forward‐looking narratives.     

Managerial Ownership and Accounting Disclosures: An Empirical Study

This study examines empirically the effect of managerial ownership on firms' disclosures. Agency theory predicts that investors' information requirements increase with the agency costs of the firm. Managerial ownership mitigates agency costs and therefore should reduce investors' information needs. This study tests the hypothesis that firms with lower levels of managerial ownership provide more extensive disclosures by examining analysts' ratings of firms' disclosures. In contrast to the proxies used in prior studies that test this relationship, such as the earnings-return correlation and management earnings forecasts, these ratings provide a more direct measure of firms' overall disclosure practices.I find that the relationship between managerial holdings and disclosures depends on the type of disclosure. Consistent with the hypothesis of this study, firms with lower levels of managerial ownership are more likely to receive higher ratings for the disclosures provided in their annual and quarterly reports, even after controlling for size, performance, volatility of returns, the frequency of securities offerings and proprietary costs. The more informal and flexible aspects of disclosures, however, as measured by the investor relations rating, are not influenced by the level of managerial ownership. These results are consistent with prior research that predicts that firms lower their costs of capital by signaling a commitment to maintain a more open disclosure policy. Because annual and quarterly reports are less flexible, and therefore less likely to change, they may represent a more credible commitment to provide more informative disclosures.     

The impact of the stapled security structure on the quality of financial disclosure: Evidence from Australian Real Estate Investment Trusts and Listed Infrastructure Funds

This paper is the first study to explore whether the stapled structure influences firms’ activities in earnings management (EM). Trusts and firms under stapled securities are exposed to various managerial opportunities and activities that can provide the flexibility of using EM approaches. Therefore, the stapled structure is expected to induce increased EM behavior and signal a lower level of financial disclosure quality than the unstapled structure. This empirical research analyzes a panel dataset that contains information of Australian REITs (A-REITs) and Listed Infrastructure Funds (LIFs) from the year of 2000–2017. Evidence shows that stapled A-REITs and LIFs use a greater magnitude of EM approaches than unstapled entities. The results imply that the stapled security structure may signal lower-quality of financial disclosure for firms than the unstapled security structure. This study provides additional insight into the understanding of how the security structure may impact firms’ financial disclosure behavior.     

Corporate Lobbying Behaviour on Accounting for Stock-Based Compensation: Venue and Format Choices

This article investigates U.S. corporate lobbying of the Financial Accounting Standards Board (FASB) in the U.S. on the exposure draft to Financial Accounting Standard No. 123 (FAS 123), Accounting for Stock-Based Compensation . Essentially, firms lobbied the FASB in one of three ways: (a) against disclosure/recognition of any additional information beyond that already required in U.S. proxy statements, (b) for summary footnote disclosure of all employee stock-based compensation (SBC), or (c) for either pro forma or formal income statement recognition of all employee SBC.
This study finds that the higher the level of the SBC of the top five executives, the less likely firms are to favour disclosing that information. This finding supports the hypothesis that economic self-interests motivated lobbying behaviour on FAS 123. Furthermore, the study finds that U.S. corporations lobby against disclosure of executive SBC in the annual reports even when the annual reports would disclose no additional information beyond that currently disclosed in proxy statements. This is evidence that managers perceive that the venue of disclosure (proxy versus annual report) matters. It is posited that managers lobbied against disclosure of SBC to avoid possible changes to compensation contracts which in turn could adversely affect stock prices. In sum, the results support the notion that managerial self-interest affects lobbying behaviour on the venue as well as the format of disclosure.     

XBRL adoption and expected crash risk

The U.S. Securities and Exchange Commission (SEC) mandated the adoption of eXtensible Business Reporting Language (XBRL) in 2009, with the aim of facilitating data exchange and reducing information processing costs. To shed light on the economic consequences of this important disclosure regulation, this study investigates whether and how XBRL mandate impacts investor expectations of future crash risk. Using the steepness of the option implied volatility smirk as a proxy for ex ante expectation of crash risk, we find that expected crash risk decreases after adoption of XBRL. Moreover, we document that the effect is more pronounced for firms with higher financial opacity, more volatile earnings, and greater analyst forecast dispersion. Further, our analysis generates evidence that the use of customized extension XBRL elements attenuates the effect of XBRL reporting on reducing expected crash risk. Our empirical results are robust to a variety of sensitivity checks. Overall, the findings indicate that XBRL reduces information processing costs and strengthens information transparency of capital markets, which in turn, reduces investor expectations of future crash risk.