Breach of Contract and the New Remedy of Account of Profits

This paper outlines the general loss–based damages rule when a breach of contract is established, in light of the competing policy objectives of enhancing contract rights v efficient breach. The economic premises behind the theory of efficient breach are briefly discussed. The paper then summarizes the legal background to the House of Lords decision Attorney–General v Blake and Another [2000] 3 WLR 625 where it was ruled that in exceptional cases the plaintiff who has suffered no loss as a result of the breach may recover the resultant profits that the defendant has gained. The court was reluctant to specify fixed rules as to when the discretion should be exercised. The article concludes that the remedy was specifically devised for Blake's case and will have extremely limited application.     

Bonbons Hansel et Gretel inc.

Bonbons Hansel and Gretel inc. (BHGI) has acquired all shares of Les délices de Fée Dragée (LDFD). That French private company has made its mark in 50 years with a secret recipe of natural licorice candy that consumers absolutely love. BHGI now possesses an advantage over its domestic competitors with this recipe and the client list of LDFD, but the French factory will need to be refurbished in ten years. During due diligence, BHGI learns that a lawsuit was filed against LDFD. It is time to account for the acquisition and to determine the amount of goodwill. Headaches are anticipated when assessing the fair value of assets acquired, especially when considering the various possible assessment methods and assumptions to be used as input data for valuations approaches.     

Debt contracting and the goodwill debate

Extant literature offers mixed evidence on the quality of goodwill after the promulgation of SFAS 141/2 (Li and Sloan, 2017; Lee, 2011; Chen et al., 2008). We reconcile these conflicting findings by examining the role of managerial incentives in determining the efficacy of SFAS 141/2 in improving the quality of goodwill reporting. Using the context of debt contracting, we find that the value-relevance of goodwill is higher for firms that include goodwill in debt covenants in the post-SFAS 141/2 period. We also find that in the post-period, firms that include goodwill in their debt contracts appear to take timelier impairments. In addition, debt contracts in these firms also have tighter covenant thresholds, further corroborating the increased value-relevance of goodwill under the current impairment regime. We also document a relatively higher frequency of covenant violation for firms that use goodwill in their debt contract in the post-SFAS 141/2 period. Taken together, our results inform ongoing discussions regarding the accounting for goodwill and provide new insight into understanding of debt contracting and the role of accounting standards therein.     

Motives underlying the method of payment by UK acquirers: the influence of goodwill

The treatment of goodwill in the UK has been the subject of a recent contentious Financial Reporting Standard, FRS 10. It is shown that goodwill write-off considerations appear to have an influence on the form of payment used in the acquisition, and that this influence is associated with the relative portion of the acquirer's net worth which is available for write-offs and the ratio of goodwill to target asset value. These findings are robust to controlling for factors shown to have influenced the choice of acquisition financing by Martin (1996), and to additional controls for any over-valuation of equity. The result that the accounting treatment of goodwill is associated with the financing decision in an acquisition is one that may have important policy implications for UK accounting.     

Die vorvertragliche Anzeigepflicht: Empfehlungen für ein europäisches Versicherungsvertragsrecht

In all European legal systems, the pre-contractual duty of disclosure is the most fundamental duty of the insured. Therefore, it is also the focal point of the debate about the harmonization of insurance contract law in Europe. As this discussion has recently gained momentum, this contribution provides a comparative overview of the rules regulating the duty of disclosure in different European countries and submits recommendations for its design in a European insurance contract law. More specifically, it is recommended that the insured should be required to disclose any fact material to the risk, that is either known to him or that he can be assumed to know. In case of breach, the insurer should either be entitled to repudiate the contract ab initio, to cancel the contract for the future or to claim damages depending on whether and to what degree the insured is at fault and depending on whether there is a causal connection between the non-disclosed fact and the formation of the contract or the occurrence of the insured event.     

The spillover effect of focal firms’ cybersecurity breaches on rivals and the role of the CIO: Evidence from stock trading volume

This study investigates whether there is any spillover uncertainty regarding a rival firm’s future operations upon a focal firm’s announcement of cybersecurity breaches and whether the existence of a chief information officer (CIO) in rival firms can reduce this spillover uncertainty. Using abnormal trading volume to capture the change in investors’ expectations, we show that compared with the focal firms, rival firms experience an increase in abnormal trading volume following the focal firm’s announcement of a security breach. The findings suggest that the spillover effect generates even more uncertainties toward these nonbreached rival firms regarding the impact of the focal firm’s security breach. However, CIOs in nonbreached rival firms can play a shielding role in mitigating such effects. Our study contributes to the literature on the impact of cybersecurity and has policy implications for encouraging a strategic perspective when managing cybersecurity risks.     

Goodwill and Mandatory Disclosure Compliance: A Critical Review of the Literature

The aim of this paper is to critically analyse the literature published from 2002 to mid‐2015 on disclosures of goodwill and their respective impairment tests; identify the main contributions of the literature, as well as its limitations; and suggest new approaches for future research. We also present a summary of the main determinants of disclosures on goodwill in the literature as well as the still scarce studies’ conclusions of those disclosures in the market. After a review of the literature, we discuss the need to reinforce enforcement mechanisms, so as to improve the level of compliance of disclosures on goodwill and their impairment tests. The majority of the analysed literature reveals that the information disclosed about goodwill is incomplete and largely heterogeneous, indicating a reduced level of compliance with the disclosures required by accounting standards. The paper may support the development of future empirical studies about goodwill's disclosures, which will bridge the identified gaps in the literature.     

机构投资者能抑制上市公司商誉减值风险吗？——基于中国A股市场的经验证据

巨额商誉减值风险是资本市场系统性风险的重要诱因之一。本文以2011—2018年中国A股上市公司为样本,检验机构投资者持股对上市公司商誉减值风险的影响。研究发现,机构投资者持股能够显著抑制上市公司计提商誉减值的风险。分类来看,相比非独立机构投资者,以证券投资基金、社保基金及QFII为代表的独立性机构投资者持股对商誉减值风险的抑制作用更显著。机制检验发现,机构投资者通过提供并购前咨询服务和改善公司并购后绩效来抑制商誉减值风险。本文研究揭示了机构投资者发挥了有效的监督治理功能,对防范商誉减值风险具有一定的启示意义。     

Exploring the information content of cyber breach reports and the relationship to internal controls

A number of institutions make reports available regarding the types, impacts, or origins of cybersecurity breaches. The information content of cyber breach reports is examined in light of Principle 15 of the 2017 Committee on Sponsoring Organizations Enterprise Risk Management (COSO ERM) information security control framework to understand the degree to which cyber breach reports reflect the established COSO internal control framework. This study utilizes the COSO ERM internal control framework to examine whether current cyber breach reports contain information that may influence a firm’s ability to assess substantial change within its industry due to external forces (COSO ERM Principle 15). As such, this study focuses on data breaches, a special type of cyber incident, which may result in the loss of confidential information. Cyber decision makers rely on this type of information to calibrate information security programs to ensure coverage of relevant threats and the efficient use of available funds. These reports may be used for the purposes of cybersecurity risk assessment and strategic planning. We compare, contrast, and analyzie the reports to identify their utility in such contexts. We also provide an overview of the current cybersecurity reporting environment and suggest revisions to US national cyber policy with the intent of increasing the benefit to reporters and consumers of the data.This study is focused on education as to the current structure of breach reporting based upon our review and synthesis of publicly-available breach reports.In this study, we review nine (9) reports that meet four (4) criteria. We relate these criteria to the framework provided by COSO ERM Principle 15 by analyzing and placing the criteria into a taxonomy developed for this purpose. We analyze the degree to which the reports are complementary, reflect potential improvements of internal controls, and provide recommendations for ways in which these types of reports might be used by practitioners, while highlighting potential limitations. Our findings indicate that the sample reports contain little information that may be incorporated to improve the risk profile of an entity. We provide recommendations to improve the information content and timeliness of breach reports.     

Assessing the Value of Growth Option Synergies from Business Combinations and Testing for Goodwill Impairment: A Real Options Perspective

Goodwill is an intangible asset, and therefore hard to measure and difficult to account for. This article argues that the two‐stage impairment test for acquired goodwill under SFAS 142 has several limitations. Most important, it measures aggregate rather than acquired goodwill, making it very difficult to separate acquisition‐related goodwill from aggregate enterprise goodwill after a business combination. As a consequence, any potential deterioration of acquired goodwill value could be concealed by increases in internally generated goodwill. As an alternative, the authors propose a real options approach to managing a business unit portfolio as a better framework for conducting the goodwill impairment test. A real options approach to testing goodwill for impairment—as opposed to the standard fair value assessment based on DCF analysis—not only accounts for deterioration in the value of goodwill, but also captures upward potential. It enables tracking of the changes in goodwill value from one period to the next, providing a less biased estimate of its real value at each point in time.     

The impact of audit firms’ characteristics on audit fees following information security breaches

Given the importance of auditors’ assessing business risks and evaluating internal controls, we investigate whether an audit firm’s industry expertise, tenure, and size can help its auditors better understand external and internal threats faced by the client with less effort. Using reported information security breach incidents from 2004 to 2013, we find that, consistent with prior studies, audit fees are higher after the occurrence of an information security breach. However, such an association is negatively moderated when the audit firm has industry-specific expertise, longer experience with the client, and is one of the Big 4 firms. Our results suggest that because of their better knowledge about a specific industry, increased familiarity with the client’s operations, and more resources to understand a client’s vulnerabilities and/or information security policies and procedures, these auditors are more capable of assessing the potentially changing information security risks implied by the occurrence of information security breach incidents. Our results are robust to a variety of sensitivity checks.     

Managerial ability and goodwill impairment

This study examines the relationship between managerial ability and goodwill impairment. I predict a negative relationship because prior studies suggest that more-able managers better prevent or reduce goodwill impairment, relative to less-able managers. Regression analysis reveals a significant and negative relationship between managerial ability and goodwill impairment measured as the likelihood of goodwill impairment and the magnitude of goodwill impairment losses. Overall, evidence suggests that managers with greater ability play an important role in preventing or reducing goodwill impairment.     

Labor unions and post-acquisition integration capability: Evidence from goodwill impairment

We examine whether operating inflexibility posed by labor unions affects goodwill impairment. We predict such inflexibility hinders resource reallocation after acquisition, thereby preventing the acquiring firm from realizing synergies included in goodwill. Consistent with this prediction, we find that the strength of labor unions is positively associated with the likelihood and magnitude of goodwill impairment losses. Our results are robust to a battery of tests that address the potential endogeneity. Furthermore, we find that managers who possess superior ability mitigate the negative consequences of labor unions on goodwill impairment. Overall, our findings suggest that operating inflexibility posed by labor unions is an important determinant of goodwill impairment that indicates a failure to realize the expected synergy from the acquisition.     

Peer effect in the initial recognition of goodwill

This study investigates the peer effect in the initial recognition of goodwill. We find that firms imitate their peers in the initial recognition of goodwill. The higher the tendency for imitation, the higher the proportion of goodwill recognized. Imitation behavior in the initial recognition of goodwill cannot be explained by information acquisition or rivalry motivations. Instead, we find evidence that managers’ opportunistic motivations explain the peer effect in the initial recognition of goodwill and the overestimation of goodwill arising from imitation tendencies. Executive overconfidence weakens the peer effect but exacerbates the overestimation of goodwill caused by imitation tendencies. Finally, the higher the imitation tendency, the greater the probability and amount of goodwill impairment in the future. This further confirms that the peer effect leads to overestimation of goodwill. The findings of this study enrich the literature on goodwill and provide insightful empirical evidence for regulating goodwill accounting. The results show that the conservatism principle should be reinforced in the initial recognition of goodwill.     

Compliance with goodwill-related mandatory disclosure requirements and the cost of equity capital

Theory suggests that increased levels of corporate disclosure lead to a decrease in cost of equity via the reduction of estimation risk. We examine compliance levels with International Financial Reporting Standard 3 Business Combinations and International Accounting Standard 36 Impairments of Assets mandated goodwill-related disclosure and their association with firms’ implied cost of equity capital (ICC). Using a sample of European firms for the period 2008–2011, we find a median compliance level of about 83% and significant differences in compliance levels across firms and time. Non-compliance relates mostly to proprietary information and information that reveals managers’ judgement and expectations. Overall, we find a statistically significant negative relationship between the ICC and compliance with mandated goodwill-related disclosure. Further, we split the sample between firms meeting (or not) market expectations about the recognition of a goodwill impairment loss in a given year to study whether variation in compliance levels mainly plays a confirmatory or a mediatory role. We find the latter: higher compliance levels matter only for the sub-sample of firms that do not meet market expectations regarding goodwill impairment. Finally, our results hold only in countries where enforcement is strong.     

Governance or reputation? Flexible tax enforcement and excess goodwill: Evidence from the taxpaying credit rating system in China

This study investigates the effect of flexible tax enforcement on firms’ excess goodwill using unique manually collected data on taxpaying credit rating in China from 2014 to 2021. We document that A-rated taxpayer firms have less excess goodwill; A-rated firms reduce excess goodwill by 0.005 vis-a-vis non-A-rated firms, which accounts for 100% of the mean value of excess goodwill. This finding holds after multiple robustness tests and an endogeneity analysis. Moreover, this negative effect is more pronounced in firms with low information transparency, that are non-state-owned and that are located in regions with low tax enforcement intensity. The channel test results suggest that taxpaying credit rating system as flexible tax enforcement reduces firms’ excess goodwill through a reputation-based effect and not a governance-based effect. This study reveals that the taxpaying credit rating system in China as flexible tax enforcement can bring halo effect to A rating firms, thereby limiting irrational M&As and breaking goodwill bubble.     

Market Perception of Goodwill: Some Empirical Evidence

Accounting and reporting for goodwill has been on the agenda of the Financial Accounting Standards Board, the International Accounting Standards Committee, the UK's Accounting Standards Board, and the US Congress. Goodwill has also been the subject of Securities Exchange Commission rulings directed at specific companies. The attention directed towards goodwill would suggest that it is a material asset for a large number of firms. This article analyses the market perception of goodwill as an asset in the determination of the firm's valuation. Also explored is whether the market values goodwill to the same degree as it values other assets. The results of this study found that the market perceives goodwill as an asset and incorporates the information in the valuation of a firm. The findings of this study could be of importance to those involved in and affected by standard-setting deliberations involving goodwill.     

基于心理契约破裂的企业与员工非对称性互惠共生建模与仿真研究

运用企业与员工非对称性互惠共生Logistic 基本模型与引入心理契约破裂参数的扩展模型进行企业与员工共生关系研究，并通过 Matlab 数值仿真验证模型研究结果。结果表明：能量的非独立性生成、非对称性分配是企业与员工非对称性互惠共生关系的典型表现；工作发展型心理契约破裂在企业与员工共生关系协调阶段对非对称性互惠共生有较大的阻滞；会导致企业与员工非对称性互惠共生关系真正的破裂。     

The relative and incremental value relevance of goodwill before and after SFAS No. 142

We explore the value relevance of goodwill against two benchmarks: other accounting information and long-lived tangible assets. Prior research suggests that fair value estimates for goodwill must be inferred from other available information because of the nature of goodwill, including its intangibility. Such inferences are highly discretionary and may limit the usefulness of reported goodwill estimates. Because Statement of Financial Accounting Standards (SFAS) No. 142 relies exclusively on fair value estimates to subsequently measure goodwill, reported values considering management’s increased discretion may be less reliable and less value relevant when presented in conjunction with other accounting information. However, the subsequent accounting measurement for goodwill is not dissimilar from the subsequent measurement for long-lived tangible assets, which are also subject to impairment. In general, impairment measurement is subjective; management may have greater insight, even in the presence of management incentives and other accounting information, that may help confirm or disconfirm investors’ own goodwill estimates. Using other accounting information and long-lived tangible assets as benchmarks for the value relevance of goodwill, we find that reported goodwill provides greater value relevance relative to other accounting information after SFAS 142 and that the difference between the value relevance of goodwill and other long-lived tangible assets is also significantly greater following SFAS 142.     

CEO Compensation and Fair Value Accounting: Evidence from Purchase Price Allocation

This study investigates the impact of CEO compensation structure on post‐acquisition purchase price allocation, an accounting procedure that involves fair value estimation of various assets and liabilities. We find that CEOs whose compensation packages rely more on earnings‐based bonuses are more likely to overallocate the purchase price to goodwill, the largest asset recorded post‐acquisition. Because goodwill is not amortized, the overallocation likely increases post‐acquisition earnings and bonuses. We also find that, when the acquirer's CEO bonus plan includes performance measures that are not affected, or are less affected, by the overstatement of goodwill, such as cash flows, sales, or earnings growth, the overallocation to goodwill motivated by bonus plans diminishes.