Say on Pay Laws and Insider Trading Bourveau, Thomas; Brochet, Francois; Ferri, Fabrizio ...
The Accounting review,
07/2024, Volume:
99, Issue:
4
Journal Article
Peer reviewed
Open access
ABSTRACT We examine whether mandatory adoption of say on pay increases executives’ incentives to engage in insider trading to compensate for the negative impact of say on pay on the value of their ...explicit compensation packages. Our empirical design exploits the staggered adoption of say on pay laws across 14 countries over the 2000–2015 period. We find that mandatory adoption is associated with a material increase in insider trading profits, especially in firms where executive pay is most affected. The increase in insider trading profits is driven mostly by more frequent and larger profitable insider sales, consistent with executives’ desire to reduce their greater exposure to firm-specific risk while increasing their trading profits. Overall, our results highlight the importance of considering potential effects on insider trading incentives when designing compensation reforms and when assessing their effectiveness. Data Availability: All data used in the paper are available from cited public sources. JEL Classifications: G30; G34; G38; J33; K22; M12; M16.
ABSTRACT Using a Supreme Court ruling that rejected the use of “bright-line” rules previously relied upon in evaluating materiality claims, this study examines how heightened materiality uncertainty ...impacts audit pricing. We expect the heightened uncertainty to make it more difficult for auditors and clients to assess materiality and to reach a consensus on materiality assessment, which increases audit effort and engagement risk, leading to higher audit fees. Consistent with this prediction, we find that after the ruling, audit fees increase significantly for treatment firms in the circuits using bright-line rules in the pre-ruling period, relative to control firms not affected by the ruling. This effect is stronger when auditors have lower quality or lower industry expertise, and when investors have more diverse opinions. We also find that for firms audited by low-expertise auditors, auditor turnover due to auditor-client disagreement on materiality-related issues increases significantly for treatment firms relative to control firms. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: K2; M41; M42.
ABSTRACT I study productive activity, measurement, and compensation in a principal agent model that relaxes common restrictions on the action set of the agent, the distribution of performance ...measures, and the shape of the wage schedule. The solution to this relaxed problem unifies insights from extant theory and shares features with well-known empirical phenomena. In particular, the optimal outcome distribution has a kink, optimal measurement is conservative, and optimal wages ensure congruent incentives and resemble accounting-based bonus plans featuring a floor, hurdle bonus, incentive zone, and ceiling, with thresholds that may reference other performance measures. Beyond these specific insights, the paper provides a flexible framework for studying how incentives are shaped through measurement and contracts.
ABSTRACT This study offers solutions to help address practical issues researchers generally overlook when assessing gains from a trading signal. Specifically, the methodologies used in previous ...research generally ignore investor risk aversion when forming portfolios, do not update portfolios as signals arrive, exploit look-ahead biases, do not assess the incremental gains of a new signal, and do not consider market frictions. We examine trading signals based on post-earnings announcement drift (PEAD), the earnings announcement premium (EAP), and earnings announcement rescheduling (RES). Using our proposed approach, we find that portfolios that incorporate the individual signals produce higher Sharpe ratios than equal-weighted portfolios; however, the gains for each signal are concentrated to a few days around the announcement. The EAP and RES signals do not provide incremental portfolio gains over the PEAD signal. After considering market frictions, portfolio performance rapidly attenuates and becomes similar to the SPY ETF as the portfolio size increases. JEL Classifications: G12; G14; G17.
ABSTRACT We examine how the shifting of legal liability between auditors and clients affects financial reporting quality. We exploit the state-level adoption and rejection of a common law doctrine, ...the Audit Interference Rule (AIR), which shifts legal liability between auditors and clients, while not affecting total legal liability. The likelihood of restatements declines following staggered rejections of the AIR that shift risk to clients. Path analysis indicates that audit fees increase following AIR rejections, suggesting that relatively greater liability exposure for clients leads to a greater demand for assurance services that, in turn, reduces the likelihood of restatements. We further find greater improvements in financial reporting quality following the rejections of the AIR among clients with higher litigation risk and larger clients. Broadly, we provide novel evidence that clients’ incentives relating to increased liability exposure appear to dominate auditors’ disincentives relating to decreased liability exposure on financial reporting quality. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: K15; M41; M42.
ABSTRACT Public corruption is a concern for democracies around the world. In the U.S., states have responded to this issue by publishing personal financial disclosures (PFDs) for public officials ...online. PFDs are a conflict-of-interest disclosure designed to relieve agency conflicts between private citizens and government officials by documenting overlaps between officials’ financial interests and public responsibilities. This paper explores whether and how online PFD supports anticorruption enforcement. I present a stylized model illustrating how online PFD leads investigators to increase case referral volume and quality. Empirically, I find that online PFD for local officials is associated with increased referral rates and greater likelihoods of prosecution conditional on referral. I conduct 126 field interviews of federal prosecutors, journalists, and ethics commissions to understand the mechanisms behind these results. I conclude that online PFD supports the enforcement of local corruption by reducing disclosure acquisition costs for enforcement agents.
ABSTRACT This study provides evidence that private loan issuance offers opportunities for borrowers to learn new information about their own risks and subsequently disclose such information in their ...risk factor disclosures (RFDs) to satisfy lenders’ demand for transparency about borrowers’ risks. This loan issuance effect on risk disclosures is more pronounced when greater learning opportunities are present and when lenders have a stronger demand for borrowers’ risk information transparency. Further analyses suggest that the enhanced risk disclosures following loan issuance not only benefit lenders by reducing the costs of accessing the secondary credit markets, but also create spillover benefits for equity investors by increasing risk information about the borrower and reducing uncertainty about the borrower’s risk. Taken together, these findings suggest that borrowers’ private interactions with lenders provide new opportunities for managers to generate and reflect fresh information in corporate risk disclosures, ultimately benefiting a wide range of capital market participants. Data Availability: Data are available from the sources identified in the paper. JEL Classifications: G21; G32; M41.
ABSTRACT Governmental Accounting Standards Board Statement No. 34 (GASB 34, 1999) standardized financial reporting and disclosure requirements for U.S. state and local governments. We interpret debt ...issuing patterns surrounding GASB 34 implementation as evidence of strategic behavior by governments in anticipation of GASB 34 consequences. Specifically, governments that expected more favorable post-GASB 34 evaluations by municipal bond investors delayed new uninsured debt issues until after, whereas governments that expected less favorable evaluations accelerated debt issues to before, GASB 34 information became publicly available. Governments expecting favorable consequences were more likely than governments expecting adverse consequences to substitute away from insured debt and toward uninsured debt, and to choose new debt financing rather than alternative financing sources following GASB 34. These findings are consistent with the notion that expectations about GASB 34 consequences were realized, and that standardization created through GASB 34 facilitated separation in the municipal debt market. Data Availability: Data are from publicly available sources identified in the manuscript. JEL Classifications: G18; H74; M48.
ABSTRACT Drawing on confidential Internal Revenue Service (IRS) data, we examine whether privately held corporations are more aggressive tax planners than their publicly held peers. Contrary to ...conventional wisdom, we find no consistent evidence that private firms are more aggressive tax planners. We then examine whether private firms’ tax planning differs from that of public firms more generally. We find that private firms engage in more conforming tax planning (planning that also reduces pretax accounting income). However, tests of nonconforming tax planning reveal that private firms generally engage in the same or less planning relative to their public peers. Overall, our findings cast doubt on the belief that private firms are generally more aggressive tax planners than are public firms, but confirm that they engage in more of some forms of general (i.e., conforming) planning. Data Availability: The IRS provided confidential tax information to Michele S. Mullaney pursuant to an Intragovernmental Personnel Act of 1970 (IPA) agreement through the Statistics of Income (SOI) Joint Statistical Research Program (JSRP). JEL Classifications: H25; H26; K34; M41.
ABSTRACT I use a novel decomposition to estimate information and bias components from the returns implied by analyst price targets and provide evidence that prices simultaneously under-react to ...information and over-react to bias. Price reactions to information are permanent, and prices drift in the direction of their initial reaction for up to 12 months. Price reactions to bias are transitory, and prices reverse their initial reaction after about three months. Price reactions are relatively efficient. Approximately 85 percent of the total price reaction to information occurs during price target announcement months. Market participants are able to mostly (but not fully) debias analyst-expected returns before incorporating them into prices, with the announcement-month reaction to bias being relatively weak at about 15 percent of its reaction to information. A trading strategy analysis implies that mispricing induced by bias is only about one-third of that implied by prior research. JEL Classifications: G12; G14; G40.
