Does the Company Lawyer Have Your Back? A Brief Look at the Need for Personal Private Liability Insurance

There are four traditional uses of private personal liability insurance dating from the 1970s to the present (Hayes 1979; Sommers 2005) which pertain either to individuals or corporations. There is insurance to cover damage to rental cars, umbrella insurance to cover any injury to a guest at one’s home, insurance bought by corporations to cover potential corporate responsibility for actions of company representatives and insurance including misadventures with financial information and morally hazardous behavior as well as corporate required actions which are later deemed to be wrong or inappropriate. Employees need to find out if the employee manual provides for coverage for legal liabilities resulting out of performing job responsibilities. Due to a need to reduce company costs, many companies are reducing or eliminating coverage for employees for many types of actions. Private personal liability insurance gives you the peace of mind to know what you are covered for and for how long. Employee rights versus corporate budgets are at the core of this discussion.     

Board changes and CEO turnover: The unanticipated effects of the Sarbanes–Oxley Act

The board independence requirements enacted in conjunction with the Sarbanes Oxley Act of 2002 (SOX) provided motivation for firms that were already compliant with the regulations to alter their board structure. We consider actual board changes made by compliant firms and how such changes affect the monitoring efficiency of the boards. We find that the majority of compliant firms (approximately 56%) add independent directors following SOX. However, we find a nontrivial number of firms (approximately 26%) actually decrease the number of independent directors to move closer to the stated 50% requirement. For firms that decrease independence, the CEO turnover performance sensitivity significantly decreases following SOX. We also find that large board independence changes seem to be most detrimental to the monitoring function of the board. Our results highlight that SOX may have had unintended consequences.     

Does Accrual Management Impair the Performance of Earnings‐Based Valuation Models?

This study examines how accrual manipulations affect firm valuation in the years surrounding the passage of the Sarbanes‐Oxley Act (SOX). We compare the absolute percentage pricing errors of RIM and DCF valuation models for a group of US firms suspected to have engaged in accrual manipulations to avoid a small loss or a small earnings decline vs. ‘Normal’ firms matched on industry, year and size. We find that RIM can better estimate intrinsic value than DCF for the matched Normal firms in the pre‐SOX period, but not so for accrual manipulators, and that SOX mitigates the harmful effect of accrual manipulations, completely eliminating the difference in RIM's accuracy advantage over DCF between Normal firms and accrual manipulators. As a further analysis, we redefine Suspect firms as real‐activity manipulators and find a significant across‐group difference in accuracy wedge in both sample periods, implying that SOX has prompted firms to favor real‐activity manipulations over accrual manipulations.     

How entrenched managers beat earnings expectations before and after SOX

This study investigates the relationship between managerial entrenchment and how firms meet or beat earnings forecasts. It further examines whether this relationship changes before and after the Sarbanes–Oxley Act (SOX). We find that, in the pre-SOX era, entrenched managers meet or exceed analyst forecasts more often than their unentrenched counterparts when analysts’ initial forecasts are high. This is mainly due to the drop in analysts’ consensus rather than earnings management. These results nearly disappear in the post-SOX era.     

Predicting credit card fraud with Sarbanes‐Oxley assessments and Fama‐French risk factors

This research developed and tested machine learning models to predict significant credit card fraud in corporate systems using Sarbanes‐Oxley (SOX) reports, news reports of breaches and Fama‐French risk factors (FF). Exploratory analysis found that SOX information predicted several types of security breaches, with the strongest performance in predicting credit card fraud. A systematic tuning of hyperparamters for a suite of machine learning models, starting with a random forest, an extremely‐randomized forest, a random grid of gradient boosting machines (GBMs), a random grid of deep neural nets, a fixed grid of general linear models where assembled into two trained stacked ensemble models optimized for F1 performance; an ensemble that contained all the models, and an ensemble containing just the best performing model from each algorithm class. Tuned GBMs performed best under all conditions. Without FF, models yielded an AUC of 99.3% and closeness of the training and validation matrices confirm that the model is robust. The most important predictors were firm specific, as would be expected, since control weaknesses vary at the firm level. Audit firm fees were the most important non‐firm‐specific predictors. Adding FF to the model rendered perfect prediction (100%) in the trained confusion matrix and AUC of 99.8%. The most important predictors of credit card fraud were the FF coefficient for the High book‐to‐market ratio Minus Low factor. The second most influential variable was the year of reporting, and third most important was the Fama‐French 3‐factor model R² – together these described most of the variance in credit card fraud occurrence. In all cases the four major SOX specific opinions rendered by auditors and the signed SOX report had little predictive influence.     

从“萨-奥法案”视角论我国企业内控系统的构建

美国颁布实施的《萨班斯-奥克斯利法案》（简称“萨－奥法案”）是针对上市公司建立并保持内部控制所作出的规定。内控制度是现代企业稳健发展不可或缺的“稳定器”,是一个系统化的框架,它建立在风险管理的基础上。包括内控环境、风险分析、内控活动、信息与沟通、监督五大要素,五要素之间的配合和联系组成了一个完整的系统。目前,我国大多数企业尚未建立一整套内控管理体系,即使建立的企业也未实现系统化、可视化与信息化管理,尚未建立与国际接轨、适应国际资本市场要求的内部管理体系。鉴于此,基于“萨－奥法案”要求而提出的内部控制建设值     

Financial Reporting Quality,Structural Problems and the Informativeness of Mandated Disclosures on Internal Controls

Even before firms report internal control weaknesses under the Sarbanes–Oxley Act (SOX), they are characterized by structural problems, are prone to internal control weaknesses, and have low financial reporting quality. If the stock market incorporates much of this information during the pre‐disclosure years, investors are less surprised when firms subsequently report internal control weaknesses under SOX. We find that for the pre‐disclosure period, firms reporting internal control weaknesses under SOX, (1) had structural problems, (2) were prone to internal control problems, and (3) had low financial reporting quality. Further, we provide direct evidence that stock prices during pre‐disclosure years incorporate much of the information about structural problems, the likelihood of internal control weaknesses, and low reporting quality. Finally, we find that many of these value‐relevant factors are not related to announcement period returns when firms eventually disclose such problems under SOX and that limited new information about structural problems is generated around this date. Our results provide a compelling explanation for the muted stock price reaction around the mandatory disclosure date.     

Audit committee performance: ownership vs.independence – Did SOX get it wrong?

This study documents a positive relationship between audit committee stock ownership and firm performance in large US firms from 1998 to 2008. This study also finds a positive relationship between changes in ownership and performance. These results persist throughout the sample period, do not weaken after Sarbanes–Oxley and are robust to controlling for endogeneity between ownership and performance. After testing shows that there is no relationship between audit committee independence and firm performance, these findings suggest that audit committee stock ownership is an important corporate governance mechanism and potentially a more relevant variable than audit committee independence from a policy perspective.     

The role of strategic enterprise risk management and organizational flexibility in easing new regulatory compliance

The impact of new regulatory requirements for internal control reporting on an organization's ability to maintain strategic flexibility has been debated in the popular press extensively. This paper tests theory from strategic management to examine the relationship between an organizations' pre-regulatory strength of strategic enterprise risk management (ERM) processes and their ability to react to new regulatory mandates. In the context of companies' adoption of SOX Section 404 internal control reporting requirements, we examine organizations' pre-SOX ERM processes, ERM supporting technologies, and organizational flexibility in order to better understand the antecedents to the difficulty encountered in meeting SOX 404 requirements. Using responses from 113 Chief Audit Executives (CAEs), we find that organizations with stronger strategic ERM processes and flexible organizational structures already in place incurred little difficulty in implementing SOX 404 mandates. On the other hand, organizations using weaker ERM processes, which focused on control compliance, experienced more difficulty. These findings provide key insights into the importance of strategic ERM in effectively complying with new regulatory controls in volatile environments.     

Why do stock repurchases change over time?

Recent studies have shown the time trends of firm stock repurchase behavior. We examine these time changes for stock repurchase through the lens of real activities earnings management. Managers appear more likely to manipulate earnings through stock repurchases since the passage of the Sarbanes–Oxley Act (SOX) in 2002. Furthermore, suspect firms that just missed analyst earnings per share forecasts have higher incentives to manipulate earnings through stock repurchases. The results are not driven by changes in corporate governance associated with the passage of SOX. Overall, our results suggest earnings management can be a significant determinant of the dynamics of stock repurchases.