Disclosure Of Internal Control Weaknesses Research Articles

Informativeness of Internal Control Weakness Disclosure on Acquirers’ M&A Decisions

SYNOPSIS We empirically examine the relevance of the disclosure of internal control weaknesses (ICWs) by target firms for acquirers in making their merger-and-acquisition (M&A) decisions. We find that acquirers offer lower premiums for targets that disclose ICWs (ICW targets) before acquisition in comparison with targets that disclose effective internal controls (non-ICW targets). We also find that acquirers offer less cash (versus stock) for ICW targets in comparison with non-ICW targets. Overall, results indicate that ICW disclosure by targets is informative to acquirers. Practically, we contribute to the literature by identifying the relevance of ICW disclosure as a reliable public source of information that can help mitigate the negative impact on acquirers acquiring target firms with poor financial reporting quality. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: G34; D81; M41; M4.

Do Shareholders Care about “Surprise” Internal Control Weakness Disclosures?

SUMMARY Prior research shows that many of the companies that disclose material weaknesses in internal control (MWs) do not disclose such weaknesses in earlier quarterly 10-Q filings for the same year—i.e., the year-end MW disclosures are “surprise” disclosures. We find that shareholders at accelerated filers with surprise MW disclosures are more likely to vote against auditor ratification (by a factor of about 1.4 times) than at companies with “no-surprise” MW disclosures. These findings suggest that shareholders may at least partly blame auditors and hold them responsible for the surprise MW disclosures. Internal control disclosures necessarily involve professional judgment, but the results indicate that for shareholders, earlier disclosure of such problems is preferable to waiting until the year-end (and perhaps hoping that the problems will be resolved).

Disclosure of Internal Control Weaknesses and Auditors’ Litigation Risk

SUMMARY We investigate whether the concern of shareholder litigation motivates auditors to disclose internal control weaknesses. We document that issuing adverse internal control opinions reduces the likelihood of auditors being named with their clients as defendants in shareholder lawsuits. This finding suggests that auditors can reduce their legal liability arising from failed financial statement audits by increasing the quality of internal control audits. Consistent with this expectation, we find that auditors are more likely to issue such opinions in a timely manner for clients with higher ex ante litigation risk. Overall, our evidence suggests that the threat of litigation provides an incentive rather than a disincentive for auditors to issue adverse internal control opinions for clients with higher litigation risk. Data Availability: The data are available from public sources indicated in the paper. JEL Classifications: M42; K41.

The effect of internal control quality on real and accrual-based earnings management: evidence from France

This paper examines the effect of internal control (IC) quality, measured by IC weakness disclosures, on the quality of financial statements’ information, measured by real and accrual-based earnings management. The sample consists of 686 firm-year observations of French non-financial companies listed in the SBF 120 index during the period between 2012 and 2018. Using ordinary least squares (OLS) and generalized method of moments (GMM) regression, our empirical results indicate that IC weakness disclosures are positively and significantly related to real activities manipulation and negatively associated with discretionary accruals. This provides empirical evidence that a good system of IC reduces accrual-based earnings management activities and improves the reliability of financial statements; however, it cannot control real earnings management (REM). The research findings are of practical interest not only to financial analysts, auditors, and investors—guiding them to pay attention to REM activities in case of disclosures of IC weaknesses—but also to regulators, who may consider additional disclosure requirements when reporting material IC weaknesses and designing policies that could help in reducing REM practices.

Are voluntary internal control weakness disclosures in initial public offerings associated with managerial ability and subsequent financial reporting quality?

This study examines whether voluntary disclosure of internal control weaknesses (ICWs) in IPO registration statements is associated with managerial ability and subsequent SOX 404 adverse audit opinions. Using a sample of IPO registrants that voluntarily disclosed ICWs in their registration statements, we examine the relationship between ICW disclosure, managerial ability, and subsequent material weaknesses in internal control. We find that IPO registrants with higher managerial ability are more likely to disclose ICWs voluntarily than other registrants. Further, we find evidence that registrants that include voluntary ICW disclosures are more likely to subsequently receive an adverse SOX 404 audit opinion. Additionally, we find evidence that registrants are associated with negative cumulative abnormal returns when an auditor issues an adverse SOX 404 auditor opinion regardless of whether the ICWs were disclosed in the registration statement.

Pengaruh Keanggotaan Komite Audit Dan Keahlian Keuangan Komite Audit Terhadap Pengungkapan Kelemahan Pengendalian Internal Dan Implikasinya Terhadap Efektivitas Test Substantif Transaksi

This study aims to determine the influence of the audit committee membership and the audit committee's financial expertise on the disclosure of internal control weaknesses and their implications for the effectiveness of the substantive test transactions at PT Dirgantara Indonesia (Persero). The method used was a survey, descriptive and verification approaches and primary data. Based on the research results, it is known that the audit committee membership has an effect of 21.1% and the financial expertise of the audit committee is 22.8% on the disclosure of control weaknesses. Simultaneously it gives an effect of 43.8%. Disclosure of internal control weaknesses has an effect of 20.6% and the effect of audit committee membership on the effectiveness of the substantive testtransactions of 11.2%. The audit committee's financial expertise exerted 14.6% effect on the effectiveness of the substantive test of the transaction. Audit committee membership and audit committee financial expertise simultaneously affect the effectiveness of the substantive test transactions by 25.8%.

PENGARUH AUDIT INTERNAL TERHADAP PENGUNGKAPAN KELEMAHAN PENGENDALIAN INTERNAL PADA UNIVERSITAS MUHAMMADIYAH PAREPARE

This study aims to determine the effect of internal audits on the disclosure of weaknesses in the internal control system at the University of Muhammadiyah Parepare. The expected benefit from the results of this research is to add a reference to the influence of internal audits on the disclosure of internal control weaknesses within the university and as reference material for similar research conducted in the future. The sample in this study were staff or employees at the Muhammadiyah University of Parepare, namely the Chancellor, Vice-Chancellor, SPI, Bureau, Institutions, and Faculties. This research is descriptive quantitative research. The data sources used are primary data and secondary data. The data collection techniques used were questionnaires and interviews. The data analysis technique used was SPSS 26. From the results of the questionnaires distributed as many as 31 with a total of 19 questions declared valid. The results of this study indicate that internal audit has a significant effect on the disclosure of internal control weaknesses.

The Economic Consequences of Financial Misreporting: Evidence from Employee Perspective

ABSTRACT This study investigates the economic consequences of financial misreporting from the employee perspective. Specifically, we examine two employee reactions: (1) exiting from misreporting firms, and (2) reducing holding of employer stock, in both the misreporting period and the post-restatement period. We find an increase in employee turnover and a decrease in employee holding of employer stock in the post-restatement period (restatement effect) and some evidence that employees start to react in the period of misreporting (misreporting effect). We also find some evidence that the misreporting effect varies with employee tenure in the misreporting period and the restatement effect varies with the severity of misreporting in the post-restatement period. We further show that our results are not driven by labor demand, increased likelihood of executive turnover, declining stock prices, internal control weakness disclosure, and poor firm performance. JEL Classifications: M41; M55; J33; J63.

Does the Format of Internal Control Disclosures Matter? An Experimental Investigation of Nonprofessional Investor Behavior

SUMMARY We investigate whether the format of internal control weakness (ICW) disclosures required by the Sarbanes-Oxley Act of 2002 influences perceptions of nonprofessional investors. Using a 2 × 2 between-participants experiment, we examine two facets of ICW disclosure formats: ICW presentation salience (high versus low) and ICW disaggregation type (disaggregated versus aggregated). We hypothesize and find evidence of an interactive effect between presentation salience and disaggregation type, such that investors perceive ICWs as less negative when they are saliently disclosed and this effect is enhanced when the material weakness is disaggregated into its individual control deficiencies. We also find evidence of moderated mediation such that high salience of ICW disclosures has a positive indirect effect on investing judgments through management trust, but only when the ICW is disaggregated into its individual control deficiencies.

Market Response to Audited Internal Control Weakness Disclosures

ABSTRACT To help guard against weaknesses in internal control over financial reporting (ICFR), the Sarbanes-Oxley Act of 2002 requires certain filers to have their ICFR assertions audited. Beneish et al. (2008) show that market participants fail to react negatively to adverse ICFR audit opinions. This is puzzling because weak ICFR heightens the risk of fraud or materially misstated financial statements. Our study reexamines this issue for the time periods covered by Auditing Standard No. 2 (AS2) and Auditing Standard No. 5 (AS5). We too find no significant negative market reaction to the disclosure of adverse ICFR audits in the AS2 era. However, we show that markets react negatively for first-time disclosures of adverse ICFR audits after the adoption of AS5. Furthermore, in the AS5 regime, markets seem to differentiate between entity-wide versus account-specific ICFR weaknesses. We also show that correcting previous ineffective ICFR results in a positive market reaction. Data Availability: Data are available from sources cited in the text.

The Informativeness of Internal Control Weakness Disclosure on Acquirers’ M&A Decisions

We examine the relevance of the disclosure of internal control weaknesses (ICWs) by target firms for acquirers in making their merger-and-acquisition (M&A) decisions. Based on a sample of M&A transactions in 2005–2018, we find that acquirers offer lower premiums for targets that disclose ICWs (ICW targets) before the acquisition, compared with targets that disclose no ICWs. This result is contrary to prior studies that rely on accrual quality and other proxies of targets’ information quality. We also find that acquirers offer less cash for ICW targets and that, also contrary to prior studies, ICW disclosure does not increase the probability of renegotiation on deals. The influence of ICW disclosure on premium and payment structure is more pronounced when acquirers and ICW targets are in different industries and when they do not share a common auditor. Overall, the results indicate that ICW disclosure by targets is informative to acquirers. We contribute to the literature by providing a comprehensive analysis on ICW and examining aspects of acquisitions not addressed in previous studies.

Spillover Effects of Internal Control Weakness Disclosures: The Role of Audit Committees and Board Connections

ABSTRACTWe find that firms are less likely to report an internal control material weakness (as mandated by the Sarbanes‐Oxley Act) in a given year if one of their audit committee members is concurrently on the board of a firm that disclosed a material weakness within the prior three years. We find a similar spillover effect for financial restatement disclosures. The spillover from material weakness disclosures is evident only if a shared director has more experience with the disclosing firm or can channel more information about the disclosed material weakness. Our findings suggest that prior director experiences outside the firm influence the work of audit committees inside the firm. One rationale is that a director's prior experience with an adverse disclosure helps diffuse important insights and serves as a catalyst for improvements in a firm's internal control and financial reporting practices. An alternative explanation, which we cannot dismiss, holds that a director's prior experience helps a firm to underreport material weaknesses and financial restatements without any attendant improvements in the underlying practices.

Disclosure of Internal Control Weaknesses and Auditors' Litigation Risk

In contrast to research showing that private litigation discourages audit clients from disclosing internal control weaknesses, we find that auditors’ litigation concerns have a countervailing effect. Our empirical results show that adverse internal control opinions reduces the likelihood of auditors being implicated in lawsuits against their clients, which suggests that disclosing internal control weaknesses can protect auditors from litigation. Consistent with the notion that such litigation protection in turn encourages auditors to issue adverse internal control opinions, we find that both new and incumbent auditors are more likely to issue adverse internal control opinions for clients with higher ex ante litigation risk. Moreover, for restating firms that eventually acknowledge the existence of internal control weaknesses, ex ante litigation risk is positively associated with earlier adverse internal control opinions. Overall, our evidence suggests that litigation threat provides an incentive rather than a disincentive for auditors to issue adverse internal control opinions in a timely fashion. As both new and incumbent auditors have such incentives, auditors’ litigation concerns suppress clients’ opportunistic internal control opinion shopping.

Investor reactions to restatements conditional on disclosure of internal control weaknesses

Purpose The purpose of this paper is to investigate investor reactions to financial restatements conditional on disclosures of internal control weaknesses under Section 404 of the Sarbanes-Oxley Act. Design/methodology/approach The research uses cumulative abnormal stock returns (CARs) as a proxy for investor reactions. Restatements and internal control reports are available on audit analytics. Multivariate regression analyses were used for testing. Findings Using a sample of restating firms whose original misstatements are linked to underlying internal control weaknesses, the research finds that cumulative abnormal returns for firms disclosing internal control weaknesses in a timely manner is negative in a three-day window around the restatement announcements. The finding indicates that restatements with early disclosure of internal control weaknesses provide more persuasive evidence of the ineffectiveness of a firm’s internal control over financial reporting, rather than early disclosure lowering the information asymmetry between a firm and investors. Research limitations/implications This study employs CARs to examine the market reaction to restatements conditional on disclosure of internal control weaknesses. Practical implications Further study on reactions by creditors who have access to private information on firms could extend the implications of the finding. Originality/value The study contributes to the existing research by documenting that early disclosure of material weaknesses in internal control affects investors’ reactions to financial restatements.

Does Mandatory Disclosure of Internal Control Weaknesses Affect Corporate Financing Decisions?

We examine the impact of internal control weaknesses (ICWs) on firms’ financing choices and how firms alter their financing behavior after the mandated disclosure of ICWs. We find that, before disclosure, ICW firms tend to seek external financing more than non-ICW firms do and are more likely to use equity financing as opposed to debt. After the disclosure, however, ICW and non-ICW firms exhibit similar financing preferences. In exploring the motivations for equity financing, we find that ICW firms are more prone than non-ICW firms to use the equity proceeds to fund investments and that this penchant disappears post-disclosure. The overall evidence indicates that ICW disclosure alters the information environment and managerial incentives, which has significant impact on firms’ financing decisions.

Internal control weakness, investment and firm valuation

We propose reduced investment as a potential explanation for why firms with internal control weakness (ICW) exhibit lower valuation relative to non-ICW firms. We show that ICW firms significantly reduce investment around ICW disclosure and also have poor stock performance. Additional evidence shows that many of the investment reductions have been announced during the year before ICW disclosure. A possible explanation for investment reductions is the higher costs of financial friction associated with ICW. Consistent with this explanation, we show that ICW firms with credit ratings do not reduce their investment as much and have much better stock performance than ICW firms without credit ratings.

Economic Determinants and Consequences of the Proactive Disclosure of Internal Control Weaknesses and Remediation Progress in IPOs

SUMMARYThis study investigates (1) why some IPO firms proactively disclose internal control weaknesses (ICWs) and remediation progress in their prospectuses before going public, despite being exempt from the requirements of Sections 302 and 404 of the Sarbanes-Oxley Act at the time of IPO, and (2) the association of such disclosures with IPO underpricing (i.e., the first-day return). We find that IPO firms that proactively disclose ICWs and remediation progress have higher litigation risk, are audited by industry specialist auditors, and are more likely to have audit committees prior to the IPO, compared with firms that do not disclose such information, after controlling for the ex ante probability of having ICWs. IPO underpricing is lower for firms that disclose ICWs and remediation progress, consistent with the conjecture that the disclosure of ICWs and remediation progress signals extensive premarket due diligence, thus reducing the information asymmetry between informed and uninformed investors.JEL Classifications: G24; K22; M13; M41; M42; M49.

Economic Determinants and Consequences of the Proactive Disclosure of Internal Control Weaknesses and Remediation Progress in IPO

This study investigates (a) why some IPO firms proactively disclose internal control weaknesses (ICWs) and remediation progress in their prospectuses before going public, despite being exempt from the requirements of Sections 302 and 404 of the Sarbanes-Oxley Act at the time of IPO, and (b) the association of such disclosures with IPO underpricing (i.e., the first-day return). We find that IPO firms that proactively disclose ICWs and remediation progress have higher litigation risk, are audited by industry specialist auditors, and are more likely to have audit committees prior to the IPO, compared with firms that do not disclose such information, after controlling for the ex-ante probability of having ICWs. IPO underpricing is lower for firms that disclose ICWs and remediation progress, consistent with the conjecture that the disclosure of ICWs and remediation progress signals extensive premarket due diligence, thus reducing the information asymmetry between informed and uninformed investors.

Voluntary Disclosure of Internal Control Weakness and Earnings Quality: Evidence From China

Using a sample of 1059 listed firms that voluntarily provide internal control reports in the period 2010–2011, this paper investigates the relationship between voluntary disclosure of internal control weaknesses (ICWs) and earnings quality in China. Our results show that earnings quality, measured by absolute discretionary accruals, is significantly associated with voluntary disclosure of ICWs. Furthermore, our results demonstrate that both accounting-related and non-accounting-related ICWs affect earnings quality. This study contributes to the internal control literature by extending the evidence for ICW disclosure to an emerging economy and examining the impact of disclosure of different types of ICWs on earnings quality. This study demonstrates that the control of non-accounting-related ICWs is critical for enterprise risk management.

Determinants of voluntary disclosure of internal control weaknesses in Tunisia

The main objective of this research is to examine the determinants which can push the auditors to reveal the weaknesses of the internal control system in companies listed on the Stock Exchange Securities of Tunisia. We are particularly interested in determinants related to corporate governance, ownership structure and some company characteristics. The conceptual framework referred to this work is the agency theory. We concluded from the results of the logistic regression model that the probability of disclosure of internal control weaknesses was not significantly associated with corporate governance and ownership structure. However, some other company characteristics, e.g. the size are strongly related with probability of firms disclosing internal control weaknesses.