The purpose of our study is to assess the role of litigation risk in the stock price setting process in relation to the Securities and Exchange Commission (SEC) Exchange Act Rule 13a-14. We employ 12 June, the proposal of Rule 13a-14, and 27 June, the ruling of certification requirement, as event dates, and investigate litigation cost implications of the SEC proposal and ruling. We focus on firms in industries that are highly exposed to class action lawsuits and find negative abnormal returns surrounding 12 June, and positive abnormal returns surrounding 27 June, for firms relieved from compliance requirements. The results are more profound for firms in high-litigation-risk industries.
AliAKallapurS (2001) Securities price consequences of the Private Securities Litigation Reform Act of 1995 and related events. The Accounting Review76: 431–460.
2.
Ashbaugh-SkaifeHCollinsDWLaFondR (2006) The effects of corporate governance on firms’ credit ratings. Journal of Accounting and Economics42: 203–243.
3.
BannettJ (2002) Higher premiums, reduced coverages; D&O carriers say take it or leave it. National Underwriter/Property & Casualty Risk & Benefits Management106: 15–16.
4.
BernardV (1987) Cross-sectional dependence and problems in inference in market-based accounting research. Journal of Accounting Research25: 1–48.
5.
BerryWDFeldmanS (1985) Multiple Regression in Practice. Beverly Hills, CA: Sage.
6.
BhattacharyaUGroznikPHaslemB (2007) Is CEO certification of earnings numbers value-relevant?Journal of Empirical Finance14: 611–635.
7.
BradfordM (2002) Further increases in D&O premiums likely, study says. Business Insurance36: 3.
8.
ButlerHNRibsteinLE (2006) The Sarbanes–Oxley Debacle: What We’ve Learned; How to Fix it. Washington, DC: AEI.
9.
CahanSFZhangW (2006) After Enron: Auditor conservatism and ex-Andersen clients. The Accounting Review81: 49–82.
10.
Bryan CaveLLP (2002) SEC Publishes Final Rules Implementing the CEO/CFO Certification Requirements.
11.
ChangS (1998) Takeovers of privately held targets, method of payment, and bidder returns. Journal of Finance53: 773–784.
12.
ChangHJChenWLiaoM. (2006) CEO’s/CFO’s swearing by the numbers: Does it impact share price of the firm?The Accounting Review81: 1–27.
13.
ChengCSAHuangHHLiY. (2010) Institutional monitoring through shareholder litigation. Journal of Financial Economics95: 356–383.
14.
ChengQWarfieldTD (2005) Equity incentives and earnings management. The Accounting Review80: 441–476.
15.
CoreJE (1997) On the corporate demand for Directors’ and Officers’ insurance. Journal of Risk & Insurance64: 63–87.
16.
CrossMBRobinsonELSalhusKJ. (2004) Restatements of financial statements: Selected legal and accounting issue. The Securities Reporter, The Newsletter of the Committees on the Federal Regulation of Securities9(1), Spring: 9.
17.
DantzlerJDWardellTIngramS (2003) New securities litigation hazards: The ripple effects of SARBANES-OXLEY. Washington Legal Foundation18: 1–4.
18.
FamaEFisherLJensenM. (1969) The adjustment of stock prices to new information. International Economic Review10: 1–21.
FerrisPSJandikTLawlessRM. (2007) derivative lawsuits as a corporate governance mechanism: Empirical evidence on board changes surrounding filings. Journal of Financial and Quantitative Analysis42: 143–165.
21.
FieldLLowryMShuS (2005) Does disclosure deter or trigger litigation?. Journal of Accounting and Economics39: 487–507.
22.
FrancisJPhilbrickDSchipperK (1994) Shareholder litigation and corporate disclosures. Journal of Accounting Research32: 137–164.
23.
FrankelRMJohnsonMFNelsonKK (2002) The relation between Auditors’ fees for non audit services and earnings management. The Accounting Review77: 71–105.
24.
GandeALewisCM (2009) Shareholder-initiated class action lawsuits: Shareholder wealth effects and industry spillovers. Journal of Financial and Quantitative Analysis44: 823–850.
25.
GeigerMARaghunandanKRamaDV (2006) Auditor decision-making in different litigation environments: The Private Securities Litigation Reform Act, audit reports and audit firm size. Journal of Accounting and Public Policy25: 332–353.
26.
GriffinPALontDH (2005) Taking the oath: Investor response to SEC certification under Sarbanes-Oxley. Journal of Contemporary Accounting and Economics1: 21–48.
27.
HirtleB (2006) Stock market reaction to financial statement certification by bank holding company CEOs. Journal of Money, Credit and Banking38: 1263–1291.
28.
IjiriY (2005) US accounting standards and their environment: A dualistic study of their 75-years of transition. Journal of Accounting and Public Policy24: 255–279.
29.
JohnsonMFKasznikRNelsonKK (2001) The impact of securities litigation reform on the disclosure of forward-looking information by high technology firms. Journal of Accounting Research39: 297–327.
30.
JonesRAWuYW (2010) Executive compensation, earnings management and shareholder litigation. Review of Quantitative Finance and Accounting35: 1–20.
31.
LiY (2009) Shareholder litigation, management forecasts, and productive decisions during the initial public offerings. Journal of Accounting and Public Policy28: 1–15.
32.
MardenREEdwardsRKStoutWD (2003) The CFO certification requirement. CPA Journal73: 36–43.
33.
MenonKWilliamsDD (2001) Long-term trends in audit fees. Auditing: A Journal of Practice and Theory20: 115–136.
34.
ParryMEParryAE (1991) The purchase of insurance by a risk-neutral firm for a risk-averse agent. Journal of Risk & Insurance58: 30–46.
35.
Goodwin ProcterLLP (2003) SEC Publishes Final Rules Implementing the CEO/CFO Certification Requirements.
36.
Securities and Exchange Commission (SEC) (2002a) SEC proposes requiring certification of quarterly and annual reports; Proposes new form 8-K disclosures and filing deadlines. Available at: http://www.sec.gov/news/press/2002-88.htm
37.
Securities and Exchange Commission (SEC) (2002b) File no. 4–460: Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. Available at: http://www.sec.gov/rules/other/4-460.htm
38.
SefcikSEThompsonR (1986) An approach to statistical inference in cross-sectional models with security abnormal returns as dependent variable. Journal of Accounting Research24: 316–334.
39.
SofferLCThiagarajanSRWaltherBR (2000) Earnings preannouncement strategies. Review of Accounting Studies5: 5–26.
40.
Wall Street Journal Interactive Edition (WSJ) (1999) SEC says it may alter proposal for letters by audit committees, 14July, p. 1.
41.
Wall Street Journal Interactive Edition (WSJ) (2002a) The economy: SEC deadline to certify results presents dilemma for executives, 16July, p. A2.
42.
Wall Street Journal Interactive Edition (WSJ) (2002b) Bush to unveil post Enron plan for disclosure, 7March, p. A3.
43.
Wall Street Journal Interactive Edition (WSJ) (2003) Many companies were sued by shareholders in ’02, 18March, p. D3.
44.
WilkinsonBRClementsCE (2006) Corporate governance mechanisms and the early-filing of CEO certification. Journal of Accounting and Public Policy25: 121–139.
45.
WojcikJ (2002) SEC results certification rule may increase D&O exposures. Business Insurance36: 3.
