Convergence between US GAAP and IFRS: Acceptance of IFRS by the US Securities and Exchange Commission (SEC)

Abstract

The world's capital markets stand to benefit significantly from widespread acceptance and use of global accounting standards that are high quality, comprehensive and rigorously applied. The US Securities and Exchange Commission (SEC) announced in April 2007 a series of actions it intends to take relating to the acceptance of International Financial Reporting Standards (IFRS). To implement this, the SEC proposed in July 2007 amendments to Form 20-F and conforming changes to SEC Regulation S-X to accept financial statements prepared in accordance with IFRS without reconciliation to US Generally Accepted Accounting Principles (GAAP) when contained in the filings of foreign private issuers with the SEC. This paper analyses the forces driving convergence between US GAAP and IFRS and discusses the most recent activities by the SEC in relation to IFRS and international cooperation, including the SEC vote as of 15 November 2007, to allow foreign private issuers to prepare their financial statements using IFRS as issued by the IASB without reconciling to US GAAP.     

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.     

Strategies of resistance to internal control regulation

This paper applies the institutional concepts of resource dependence, power, resistance, and dramaturgical exchange to the legislative history of the Foreign Corrupt Practices Act (FCPA) of 1977, internal control proposals and regulations from the late 1970s to the late 1990s, and the internal control requirements under the Sarbanes–Oxley Act (SOX) of 2002. The analysis documents that from 1976 to 2001 powerful organizations and individuals employed active strategies of avoidance, defiance, and manipulation to successfully defeat proposals that would have required all public companies to assess and publicly report on their internal controls over financial reporting. During this same period, the US Securities and Exchange Commission (SEC) vacillated between actively advocating mandatory internal control reporting and passively acquiescing to industry and White House demands for voluntary internal control reporting. The resulting dramaturgical exchange between the SEC and its regulatees made it appear as if the voluntary initiatives were reasonably effective, but subsequent accounting and financial scandals challenged this view and eventually precipitated mandatory internal control assessment and reporting. The paper also considers how the ongoing dramaturgical exchange between regulators and regulatees could significantly weaken the internal control requirements of SOX (2002) [Sarbanes–Oxley Act of 2002 (2002). Public Law 107–204, 116 Stat. 745], and discusses implications for future research and recent critiques of neoinstitutional theory.     

Does implementation guidance affect opportunistic reporting and value relevance of earnings?

In recent years, both the SEC (2003) and the FASB (2004) [Securities and Exchange Commission, 2003. Study Pursuant to Section 108(d) of the Sarbanes-Oxley Act of 2002 on the Adoption by the United States Financial Reporting System of a Principles-Based Accounting System. Securities and Exchange Commission, Washington, DC; the Financial Accounting Standards Board, 2004. On the road to an objectives-oriented accounting system. Financial Accounting Series: The FASB Report (August 31), 1–5.] have indicated a need for accounting standards where principles are balanced by implementation guidance (i.e., a framework for exercising professional judgment). In this study, we take advantage of a jurisdictional split during 1996–2001 whereby the same economic event (i.e., an impairment in oil and gas assets) in the extractive petroleum industry was accounted for by “full cost” firms under a SEC standard (Regulation SX 4-10) which provides extensive implementation guidance, and by “successful efforts” firms under a FASB standard (SFAS No. 121) that provided relatively little guidance for implementing the standard.     

The impact of SEC investigations and accounting and auditing enforcement releases on firms’ cost of equity capital

I study the impact of an SEC investigation (as captured by accounting and auditing enforcement releases) on a firm’s cost of equity capital. AAERs are often used in accounting literature as a proxy for fraudulent financial reporting. Fraudulent financial reporting should lead to an increase in cost of equity capital as a firm’s future cash flows become less certain. Overall, this study provides evidence of changes in cost of equity capital for firms targeted by an SEC AAER on the date the investigation is first made public.     

Sustainability assurance provider participation in standard setting

This paper examines the participation of accounting firms in the development of sustainability standards by the Securities and Exchange Commission (SEC) and the Sustainability Accounting Standards Board (SASB). This study shows that the Big Four accounting firms have an active role in both the submission of comment letters on sustainability to the SEC and participation in the industry working groups (IWG) for the SASB. The SASB participation reveals that individuals located within the US and at international affiliates are participating at earlier career stages. In addition, this paper leverages LinkedIn data, identifying the career path of the individuals subsequent to their participation with the IWG, to determine how large accounting firms are retaining the skills and knowledge necessary for this field. Since the Big Four firms are market leaders in sustainability assurance, the finding that Big Four firms can retain individuals with financial assurance backgrounds differently than individuals with other backgrounds speaks to the unique skill set that financial assurance develops. This suggests that the career opportunities for interested financial assurance individuals within the sustainability sphere remain robust within the Big Four environment.     

The adjustment of security returns to the disclosure of replacement cost accounting information

In March 1976, the Securities and Exchange Commission (SEC) promulgated Accounting Series Release No. 190 (ASR 190) requiring the disclosure of certain replacement cost (RC) accounting data by its registrants. The purpose of this study is to assess whether the RC disclosure rule had any effect on common stock returns for firms affected by the new rule. Distinguishing the effect of compliance costs from the effect of information in the RC data, we found no sign of a cost effect and no strong evidence of an information effect. This result appears to imply (a) that the burden of the ASR 190 compliance costs was not large enough to induce downward adjustments of the firms' security returns; and (b) that the RC data did not provide new information useful to investors as asserted by the SEC.     

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.     

Ranking Accounting Ph.D. Programs and Faculties Using Social Science Research Network Downloads

We rank accounting Ph.D. programs and accounting faculties based on downloads individuals' working papers posted to the Social Science Research Network (SSRN) receive. We retain 185 individuals included in Accounting Faculty Directory 2002–2003 (Hasselback, 2002) whose work has been most heavily downloaded as of August 21, 2002. We rank Ph.D. programs (faculties) both adjusting and not adjusting for program (faculty) size. We provide rankings both without regards to when individuals graduated and for individuals graduating during three consecutive sub-periods: pre-1982, 1982–1991 and 1992–2001. We first provide rankings without regards to teaching or research area. After dichotomizing individuals into those whose teaching/research area is financial versus non-financial we provide additional rankings focusing on non-financial research areas.     

Private Equity,the Rise of Unicorns,and the Reincarnation of Control‐based Accounting

This article discusses the rise of intangibles‐intensive companies and private equity (PE) since the late 1970s, and the role of both in bringing about the creation of a streamlined, more flexible set of accounting rules that, since their approval by the IASB and FASB in 2009, have been used by private companies and their investors. The PE industry comprises both venture capital (VC) firms that fund high‐growth enterprises and leveraged buyout (LBO) firms that fund more traditional, cash‐generating operations. Mainly because of the greater risks associated with both VC‐backed firms and LBOs—risks that make them ill‐suited for most public investors—such companies tend to require the more direct and active oversight provided by PE investors. And as the author goes on to argue, the more direct and active ownership of PE investors, as compared to the governance provided by most public‐company boards, suggests that financial accounting and reporting play a fundamentally different role in private than in public companies. Whereas the primary role of public‐company GAAP has increasingly (since the creation of the SEC in 1933) been to provide information for outside investors when valuing companies, the most important function of accounting reports in private companies is internal control—more specifically, ensuring that the interests of the managers of their portfolio companies are aligned with those of all the providers of capital. And recognizing this difference in the role of accounting, both the IASB and FASB responded to the requests of various parties (including private companies) by approving in 2009 the use by private companies of a streamlined and more flexible set of accounting standards. To the extent that the workings of PE markets continue to reduce the numbers of U.S. public companies, the author predicts that the resulting increase in the use of private‐company GAAP will continue to shift the primary role of accounting away from valuation and back toward its traditional roots in internal control and corporate governance.     

IFRS in the United States: If,When and How

This paper provides an overview of the convergence efforts of the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board. It begins with their 2002 Memorandum of Understanding and traces developments up to the December 2011 announcement by the IASB Chair that convergence has come to a close, and it is now time to incorporate IFRS into the US financial reporting system. The paper then assesses approaches being considered by the SEC for incorporating IFRS into the US financial reporting model. The conclusion calls on the SEC to ‘make a decision’ and set a date for US adoption of IFRS. Otherwise, the SEC effectively will have abandoned its goal of a single set of high quality global accounting standards.     

Donald C. Cook: CPA,SEC Chairman,corporate legend,and presidential advisor

Donald C. Cook served as a member of the U. S. Securities and Exchange Commission (SEC) from 1949 to 1953 and as Chairman during the last two years. His unique position as the only Certified Public Accountant (CPA) who served as Commission Chairman has been largely unnoticed and elicits the need for a profile about the individual, his background, career, and what, if any, legacy might be related to it. Cook was also unique in that his prior staff experience at the SEC was primarily in the public utilities division. This profile describes and identifies several episodes in Cook's career at the SEC and after. These include other public service positions in government and his executive career at American Electric Power (AEP) as president and board chairman. These years were often filled with controversy and challenges in dealings with the SEC and with issues relating to consolidation among utilities as the country's demand for electrical energy grew substantially. His government service roles beyond the SEC acquainted him with many political leaders. He was an advisor to President Lyndon Johnson, who shared the opinion of others that Cook was “the smartest man in the country” [Johnson, Telephone conversation No. 7070, March 16, 1965].     

Conservatism,SEC investigation,and fraud

We present evidence on the relationship between firms that have engaged in fraudulent financial reporting and accounting conservatism. We empirically investigate the extent to which US firms identified by the SEC in their Enforcement Releases demonstrate higher levels of conditional conservatism in order to mitigate information asymmetry and agency problems. Specifically, by assessing the timing of changes in the litigation risk environment for fraud firms, we document how differences in heightened legal liability guide changes in conservative accounting behavior. Compared to a matched non-fraud control sample, we document that fraud firms have significantly lower levels of accounting conservatism in the pre-fraud period. Consistent with changes in potential legal liability, we find an increase in accounting conservatism for fraud firms during the SEC investigation period. Subsequently, during the public discovery of fraud, any increases in accounting conservatism are marginal and appear to converge back to lower levels compared to the SEC investigation period. Overall, our findings suggest more temporary changes in conservative reporting in the short-term for fraud firms. We also document that increased levels of accounting conservatism for fraud firms are not due solely to the passage of the SOX Act. Our findings aid in explaining fraud firms’ incentives and opportunities for accounting conservatism and lend support for why standard setters, regulators and auditors should continue to monitor and re-evaluate conservatism’s short-term effects that are conditioned on changes in a firm’s risk environment.     

Shades of Gray: An empirical examination of Gray's model of culture and income measurement practices using 20-F data

Gray (1988) developed a theory linking accounting values and systems to Hofstede’s (1980) cultural dimensions. To date, no studies have used actual reported data to test the Gray model. This study addresses this shortcoming by using data from the SEC Form 20-F to test proposed relationships between Gray's (1988) accounting value of conservatism (in income measurement practices) and Hofstede's (1980) cultural values. It also tests three other non-cultural environmental variables (tax rates, relative size of capital markets, and influence of the European Union) proposed by Gray (1988) and Salter and Niswander (1995) as modifiers to cultural effects. The results of this study suggest that, as theorized by Gray (1988), the cultural variable individualism is significantly and positively related to differences in income measurement practices between countries. This study also finds that a country's membership in the EU and corporate tax rate is related to income measurement practice differences. However, unlike previous studies, this study does not find that the source of equity is related to income measurement practices.     

Where were the auditors? Using AAERs in introductory or advanced auditing courses

I provide instructions for use of a Securities and Exchange Commission (SEC) Accounting and Auditing Enforcement Release (AAER) assignment by instructors in Introductory or Advanced Audit Courses. The assignment gives students an opportunity to use the knowledge they have gained from their auditing and other accounting courses. Students analyze what was done by individuals in a company to cause the SEC to issue an AAER and what the external auditors could have done to prevent the AAER from happening. A secondary feature of the assignment is that students are able to practice their presentation skills by presenting their analysis to their class members and instructor. The assignment can also lead to class discussion on ethics and what ethical dilemmas practicing auditors are faced with.     

The State of Charity Accounting – Developments, Improvements and Continuing Problems

This paper is based on a survey of charity accounts undertaken for the Office for National Statistics during the period 1995–1996, and reviews current charity accounting practices of some of these charities in 1994/5 prior to the inception of the new accounting regime from 1996. We look at the accounting practices identified by Bird and provide a comparison between the original Bird analysis in 1981 and current practices in 1994/5. We also consider smaller surveys undertaken in 1989 and 1990. The paper concludes that whilst there has been some progress – particularly among larger charities – since the Bird study there are still major accounting anomalies and examples of poor practice. The paper calls upon auditing firms to be less tolerant of inadequate sets of accounts and points to their pivotal role in improving charity accounting pratices.     

Profit Measurement and UK Accounting Standards: A Case of Increasing Disharmony in Relation to US GAAP and IASs

UK accounting practice differs from International Accounting Standards (IASs) particularly with regard to amortisation of goodwill, provision for deferred taxation and the accounting treatment of pension costs. Under the core standards programme of the IASC the IASs have emerged closer to US practice. This paper evaluates the profit of those UK companies reporting to the Securities and Exchange Commission (SEC) in 1988 and 1994, spanning a period which saw the establishment of the ASB and the implementation of the IASC's comparability project. An increasing gap was found between the reported profit under UK accounting principles and that restated under US GAAP. The difference lay most frequently in accounting for goodwill, provision for deferred tax, and the accounting treatment of pension costs, with accounting for goodwill showing a particularly significant impact in 1994. Notwithstanding the introduction of FRS 10, an overall impression of increasing disharmony could continue to cause reconciliations to be required of UK companies seeking full listing on a US stock exchange, with consequent disadvantage relative to companies in other European countries seeking international capital in the US.     

The beginnings of accounting for capital consumption: disclosure practices in the British railway industry, 1830–55

Accounting for capital consumption has been one of the most vexed issues in the history of financial reporting. The early railway companies, whose ability to exploit the commercial opportunities available to them required unprecedented levels of capital expenditure, provided the first real arena for the development of possible solutions to the problem. Although accounting practices in the industry were subject to little regulation, some writers have asserted the existence of regularities in depreciation and replacement accounting practices (possibly driven by economic self-interest), although the evidential basis for these assertions has been slight. This paper provides the first assessment of the capital consumption accounting practices of companies in the railway industry, and of their regularities and patterns of change during the period 1830–55. to be derived from a substantial empirical base.     

Does trading volume detect information content in earnings reconciliations of foreign firms?

Currently, foreign firms trading securities on U.S. markets provide periodically a quantitative reconciliation of selected financial data consistent with U.S. GAAP (hereafter referred to as reconciled information) in Form 20-F. The SEC is examining whether users believe that this reconciliation process provides additional information above that provided by the foreign GAAP earning announcement and whether this incremental information enhances usefulness for market participants. We examine whether the reconciliation affects a primary indicator of information usefulness: the trading volume of capital markets participants.We use a regression model to examine the relation between a measure of abnormal trading volume and four firm-specific variables in the firm's information environment: similarities of accounting systems, analyst following, difference between reconciled earnings and foreign GAAP earnings, and dispersion of analysts’ expectations. We find a significant relation between abnormal volume and the reconciled earnings number and between abnormal volume and the dispersion of analysts forecasts. Our findings suggest that market participants may use the 20-F reconciliation in trading decisions.     

Economic Benefits of Adopting IFRS or US‐GAAP – Have the Expected Cost of Equity Capital Really Decreased?

Abstract:   The question of whether the adoption of International Financial Reporting Standards (IFRS) results in measurable economic benefits is of special interest, particularly in light of the European Union's adoption of IFRS for listed companies. In this paper, I investigate the common conjecture that internationally recognised financial reporting standards (IAS/IFRS or US‐GAAP) reduce the cost of capital for adopting firms. Building on Leuz and Verrecchia (2000) , I use a set of German firms that have adopted such standards and investigate the potential economic benefits of this reporting strategy by analysing their cost of equity capital through the use and customisation of available implied estimation methods. Evidence from the 1993–2002 period fails to document lower expected cost of equity capital for firms applying IAS/IFRS or US‐GAAP. During the transition period I analyse, the expected cost of equity capital in fact appear to have rather increased under non‐local accounting standards.