Securities Class Action Lawsuits Research Articles

Squared Away: Veterans on the Board of Directors

Given the vital importance of the board of directors, firms seek to staff their boards with competent individuals who bring valuable skills and expertise to assist a firm. Especially during crises, firms should be interested in appointing directors who possess superior decision-making skills under pressure, but who also may behave more ethically to prevent future breaches of stakeholder trust. We use a social identity perspective to argue that directors with military experience are highly valuable to firms because of their human capital. Using a sample of 144 U.S. based, publicly-traded firms that experienced a Securities Class Action Lawsuit between 2002 and 2012 we test hypotheses predicting that following crises, firms are more likely to appoint directors with military experience

Litigation risk and institutional monitoring

According to the existing literature, institutional investors have a significant impact on the litigation risk of publicly traded companies. This should be particularly true after the Private Securities Litigation Reform Act (PSLRA) of 1995 that encourages institutional investors to serve as lead plaintiffs in securities class actions. Using a large sample of securities class action lawsuits, we distinguish between different types of institutional investors based on their investment horizon and ownership structure and find that both factors significantly affect a firm's litigation risk. Short-term institutional investors are more likely to monitor firms through ex-post litigation, whereas long-term institutional investors prefer to monitor firms internally. Further, we document a nonlinear relation between the stock ownership of the largest institutional investor and a firm's litigation risk. In particular, as measures of long-term (short-term) ownership increase, the likelihood of litigation declines (increases). In summary, shareholder litigation may be an effective external monitoring device for short-term investors that serves as a substitute for internal corporate governance mechanisms.

Corporate Culture and Financial Reporting Risk: Looking Through the Glassdoor

We study whether financial reporting risk is associated with job satisfaction, company culture, and opinions of senior leadership. We use novel data on employees’ perspectives obtained from the website Glassdoor, covering 14,282 firm-years in the period 2008-2015. We argue that poorly implemented performance objectives leads to pressure and creates a boiler room effect, negatively impacting the corporate climate of the firm and increasing the propensity to manipulate performance metrics. We find that firms with lower levels of job satisfaction (as measured by employees) and lower levels of “culture and values” are more likely to be subjected to SEC fraud enforcement actions and securities class action lawsuits. Consistent with the boiler room effect, we find that a negative corporate climate is also associated with an increased likelihood of narrowly meeting or beating market earnings expectations. Conversely, we find job satisfaction and positive employee opinions of senior leadership to be associated with lower abnormal accruals. We also find that the association between firms’ culture and financial reporting risk is stronger for firms with weaker board independence. Thus, the work environment, as perceived by employees, appears to play a critical role in financial reporting risk.

Proxies and Databases in Financial Misconduct Research

ABSTRACT An extensive literature examines the causes and effects of financial misconduct based on samples drawn from four popular databases that identify restatements, securities class action lawsuits, and Accounting and Auditing Enforcement Releases (AAERs). We show that the results from empirical tests can depend on which database is accessed. To examine the causes of such discrepancies, we compare the information in each database to a detailed sample of 1,243 case histories in which regulators brought enforcement actions for financial misrepresentation. These comparisons allow us to identify, measure, and estimate the economic importance of four features of each database that affect inferences from empirical tests. We show the extent to which each database is subject to these concerns and offer suggestions for researchers using these databases. JEL Classifications: G38; K22; K42; M41.

Law Firm Expertise and Agency Problem in Securities Class Action Lawsuits

Using securities class action lawsuits from 1996 to 2013, we document a measure of law firm expertise that predicts the outcome of future lawsuits conducted by law firms. We use prior Dismissed Ratio as law firm expertise. We find that law firms with a lower prior Dismissed Ratio are more likely to be skilled law firms with less agency problem. Cases conducted by skilled law firms with less agency problem are more likely to be settled, have more negative cumulative abnormal return during the filing date, win larger settlement amounts, result in a larger probability of CEO turnover and are associated with larger short interest one week prior to the filing event. Skilled law firms contribute to better outcomes by exerting more effort in the litigation process, as evident by the longer Case Length from filing date to status date. In addition, the market share of law firms increase after performing as skilled law firms and skilled law firms are less likely to disappear from the market. Overall, predictive power and persistence of law firm expertise suggest law firm fixed effect in securities class action lawsuits. Robustness tests suggest existence of law firm expertise beyond case selection.

Corporate Governance Consequences of Accounting Scandals: Evidence from Top Management, CFO and Auditor Turnover

This paper examines the consequences of accounting scandals to top management, top financial officers and outside auditors. We examine a sample of 518 U.S. public companies that announced earnings-decreasing restatements during the 1997–2002 period and an industry-size matched sample of control firms. Using logistic regressions that control for other determinants of management turnover, we find strong evidence of greater turnover of chief executive officers (CEOs), top management and chief financial officers (CFOs) of restating firms compared to the control sample. On average, over the three-year period surrounding the year of restatement announcement, CEOs and CFOs face, respectively, a 14% and 10% greater probability of being replaced in restating firms than in control firms, after controlling for other factors. These represent increases of about 42% and 23%, respectively, compared to the usual turnover probabilities for CEOs and CFOs. The magnitudes of these effects are even larger for restatements that are more serious, have worse effects on stock prices, result in negative restated earnings, are initiated by outside parties, are accompanied by Accounting and Auditing Enforcement Releases (AAERs), or trigger securities class action lawsuits. We find little systematic evidence that auditor turnover is higher in restating firms. Our paper provides evidence of effective functioning of internal governance mechanisms following accounting scandals.

Insider trading surrounding securities class action litigation and settlement announcements

PurposeThe purpose of this paper is to investigate the trading patterns of corporate insiders, both managing and non-managing, around the announcement dates of securities class action lawsuits and related legal settlements.Design/methodology/approachThe authors use market model event study methodology to examine the impact of class action litigation and settlement announcements on the stock prices of sued firms. The authors then determine the extent of abnormal insider trading surrounding such announcements by comparing insider trading activity (volume and transaction counts) to prior insider trading in the same firm, and to a matched sample of firms not experiencing such litigation announcements. A multivariate framework is utilized to provide further insight into the determinants of such abnormal insider trading.FindingsThe authors establish that class action litigation and settlement announcements have a significant impact on the stock prices of sued firms, and that foreknowledge of these events appears to be used by insiders to earn abnormal profits. Moreover, results indicate that managing insiders exhibit higher opportunistic abnormal trading activity than non-managing insiders. Multivariate analysis shows that size, prior firm returns, and the implementation of the Sarbanes-Oxley Act are important determinants of such insider trading.Originality/valueThis appears to be the first paper to analyze insider trading surrounding class action settlement announcements, and raises concerns about the ethical conduct of certain insider groups while highlighting the importance of access to private information, even amongst insiders themselves.

Securities Class Actions in the United States and Canada Against Chinese Companies and Their Auditors: An Empirical Investigation

Chinese companies have accessed the public capital markets of the US and Canada more frequently in recent years. This paper provides for the first time empirical evidence documenting the characteristics of private securities class action lawsuits (filed in the US and Canada) against Chinese companies and their auditors.Analysis of lawsuits worldwide shows that Chinese companies are positively associated with auditors being named defendants and experiencing a negative outcome (for example, related government enforcement actions and/or settlement payments to terminate class actions). A group of companies from countries outside the US and Canada was compared to the Chinese companies. For the comparison group, the factors that were associated with auditors being named defendants and experiencing a negative outcome are consistent with those that have been found in prior auditor litigation research. Conversely, the Chinese companies are characterized by a different pattern of litigation. Among the traditional factors, only fraud is associated with auditor litigation. In addition, the use of a small CPA firm auditor with the local audit engagement team office physically located in the US or Canada (as opposed to the local audit engagement team office being physically located in the People’s Republic of China (“PRC”)) is associated with auditor litigation. We find limited evidence that the use of a reverse merger to go public is positively associated with auditor litigation.We analyzed the Chinese lawsuits’ settlements. Aggregate settlement amounts are positively associated with the occurrence of an auditor settlement and with the class period length. Auditor settlement amounts are positively associated with the use of a large CPA firm auditor with the local audit engagement team office physically located in the US or Canada (as opposed to the local audit engagement team office being physically located in the PRC), class period length, and fraud. These findings suggest that the amount of litigation settlements of large CPA firms with the local audit engagement team office physically located in the PRC may have been reduced by their refusal to provide audit documentation requested by the Securities and Exchange Commission.

Identifying Ineffective Monitors from Securities Class Action Lawsuits

Identifying Ineffective Monitors from Securities Class Action Lawsuits

Conservative Reporting and Securities Class Action Lawsuits

SYNOPSIS Positive accounting theory predicts that conservative financial reporting averts GAAP-based litigation. However, very little empirical evidence addresses whether and how accounting conservatism provides these benefits. Using a sample of lawsuits against public companies for alleged violations of U.S. GAAP, we examine the association of accounting conservatism with subsequent initiation of lawsuits and with four litigation outcomes: market reactions to lawsuits, duration of lawsuits, dismissals of lawsuits, and penalties approved by courts. We find that firms with greater degrees of conditional conservatism experience more favorable consequences on all five dimensions of litigation occurrence and outcomes. Several measures of unconditional conservatism are not associated with the litigation variables. Our study provides new empirical evidence supporting Watts's (2003a) litigation explanation for accounting conservatism. JEL Classifications: M41.

The role of the chief legal officer in corporate governance

The CLO shapes and enforces corporate governance, but is faced with a dual-role paradox that requires her to act as both monitor of corporate governance and executive of the firm. We study the role of the CLO under environments that are most likely to impact governance and pressure the firm to either emphasize or marginalize the CLO's role as monitor or facilitator. Using the financial shock of a securities class action lawsuit on large corporations, we measure changes in CLO value through the metrics of total and relative compensation of the CLO and other C-suite members. After controlling for relevant variables such as growth and total assets, we find that when firms have more insiders on their board of directors, the CLO's compensation declines when the preceding year's Tobin's Q is high. CLO compensation increases under conditions of high opacity, but that compensation partially erodes in high Tobin's Q environments. We also find that a lawsuit increases CFO and CEO turnover but not the CLO's. Our results have implications for corporate governance, the dual and potentially conflicting role of CLO as gatekeeper and monitor, executive compensation, and agency costs.

Buying bad behavior: Tournament incentives and securities class action lawsuits

Research summary: Tournament theory suggests that a large gap in pay between CEOs and top managers can provide incentives to perform, but we argue that it can also elicit negative effort and even motivate the kind of behavior that leads to lawsuits. We posit that this negative effort is greater when firms have high levels of unrelated diversification because there is less operational interdependency, so tournament effects are stronger. We also contend that the influence of tournament incentives on behavior leading to lawsuits is weaker when environmental uncertainty is high. We discuss the consequences of these findings for research on fraud and tournament theory as well as the practical repercussions for firms, investors, and policymakers.Managerial summary: Each year, the press has a field day when companies announce the outsized compensation packages laid out for CEOs. Economists use “tournament theory” to describe how high CEO pay motivates everyone else to work hard to get into the top job. The problem with this approach is that, yes, top managers work harder when the gap between their and the CEO's pay increases, but as that gap widens, it also incentivizes top managers to cheat or cut corners. As a result, we find that the gap between CEO and top manager compensation predicts the likelihood that shareholders will file a securities class action lawsuit against the company. This gap in pay is an especially good predictor of lawsuits for highly unrelated diversified companies and companies facing a low level of external uncertainty. Copyright © 2015 John Wiley & Sons, Ltd.

Litigation risk, financial reporting and auditing: A survey of the literature

This paper surveys the literature on the determinants and consequences of securities class action lawsuits against firms and auditors from a financial reporting quality perspective. The survey is motivated by the important role that law plays in protecting stakeholders' interests against managerial misdeed. Litigation is, thus, an important topic and numerous studies investigate the determinants and consequences of firm and auditor lawsuits. The underlying premise of these studies is built on the notion that large financial and reputational penalties associated with successful securities class actions can discipline management and deter them from future wrongdoing. The survey documents that poor quality financial reporting as evidenced in earnings restatements has been the primary antecedent for class action lawsuits against the firm and auditors. Lawsuits against auditors affect audit fees, audit planning decisions and client portfolio adjustment decisions. Although significant progress has been made in terms of further understanding the causes and consequences of litigation against auditors, major challenges remain in the area of proper measurement of litigation risk.

The Value of the Chief Legal Officer to the Firm

The CLO shapes and enforces corporate governance, but is faced with a dual-role paradox that requires her to act as both monitor of corporate governance and executive of the firm. We study the role of the CLO under environments that are most likely to impact governance and pressure the firm to either emphasize or marginalize the CLO’s role as monitor or facilitator. Using the financial shock of a securities class action lawsuit on large corporations, we measure changes in CLO value through the metrics of total and relative compensation of the CLO and other C-suite members. After controlling for relevant variables such as growth and total assets, we find that when firms have more insiders on their board of directors, the CLO’s compensation declines when the preceding year’s Tobin’s Q is high. CLO compensation increases under conditions of high opacity, but that compensation partially erodes in high Tobin’s Q environments. We also find that a lawsuit increases CFO and CEO turnover but not the CLO’s. Our results have implications for corporate governance, the dual and potentially conflicting role of CLO as gatekeeper and monitor, executive compensation, and agency costs

Accountability of independent directors: Evidence from firms subject to securities litigation

We examine which independent directors are held accountable when investors sue firms for financial and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their reelection to express displeasure over the directors’ ineffectiveness at monitoring managers. In a sample of securities class action lawsuits from 1996 to 2010, about 11% of independent directors are named as defendants. The likelihood of being named is greater for audit committee members and directors who sell stock during the class period. Named directors receive more negative recommendations from Institutional Shareholder Services, a proxy advisory firm, and significantly more negative votes from shareholders than directors in a benchmark sample. They are also more likely than other independent directors to leave sued firms. Overall, shareholders use litigation along with director elections and director retention to hold some independent directors more accountable than others when firms experience financial fraud.

Underwriters and the Broken Chinese Wall: Institutional Holdings and Post-IPO Securities Litigation

We examine whether underwriters have an information advantage over other institutional investors in new public companies. We focus our attention on a sample of publicly traded firms that have become the target of an IPO-related securities class action lawsuit filed under Section 11 of the 1933 Securities Act between January 1991 and December 2006 and a matched sample of similar non-sued firms. We compare aggregate institutional holdings changes in sued and non-sued firms as well as holding revisions by different types of institutions that are classified based on their involvement in the IPO process. Our empirical evidence suggests that lead underwriters retain an information advantage in the firms they take public and that they capitalize on this information by closing out or reducing their holdings in sued firms prior to the eventual litigation date. At the same time, an examination of analyst opinions suggests that analysts affiliated with lead underwriters are somewhat reluctant to reduce their earnings forecasts or downgrade sued firms prior to the litigation date.

The Pricing Effects of Securities Class Action Lawsuits and Litigation Insurance

The price reactions to corrective disclosures often serve as a benchmark for settlements in securities class action lawsuits. When the firm bears litigation costs, this benchmark creates a feedback effect that exacerbates the price reaction to news that contradicts managers’ earlier reports. Litigation insurance provides value in this setting by reducing the need for investors to price the effects of anticipated litigation. Insurance also affects how changes in the litigation environment impact the firm, with some changes having opposite effects on the frequency of lawsuits against uninsured and insured firms. The pricing behavior of rational investors eliminates the valuation impact of the portion of settlements paid to the investors, similar to dividends. The valuation impact of litigation arises from transaction costs, such as attorney fees, which the firm can mitigate by constraining misreporting and by purchasing insurance. (JEL G14, G30, K22, M41).

Strategic Conservative Earnings Management of Technology Firms: Evidence from the IPO Market

In this paper, we investigate the conservative earnings management strategies of technology firms in the IPO market. We hypothesize that technology IPOs, due to their fewer tangible assets, more information asymmetry, and higher uncertainties of future cash flows, tend to have higher litigation risk. At equilibrium, technology firms are more motivated to strategically employ conservative earnings management during the IPO process, to mitigate their higher litigation risk. Using a sample of U.S. IPOs, we find that technology IPOs, on average, involve significantly more conservative earnings management, especially during the bubble periods. Our results also show that the conservative earnings management strategies of technology firms tends to have a greater impact on their underpricing than for non‐tech firms, and thus effectively reduce their risk of being a target in the securities class action lawsuits.

The Pricing Effects of Securities Class Action Lawsuits and Litigation Insurance

The price reactions to corrective disclosures often serve as a benchmark for settlements in securities class action lawsuits. When the firm bears litigation costs, this benchmark creates a feedback effect that exacerbates the price reaction to news that contradicts managers' earlier reports. Litigation insurance provides value in this setting by reducing the need for investors to price the effects of anticipated litigation. Insurance also affects how changes in the litigation environment impact the firm, with some changes having opposite effects on the frequency of lawsuits against uninsured and insured firms. The pricing behavior of rational investors eliminates the valuation impact of the portion of settlements paid to investors, similar to dividends. The valuation impact of litigation arises from transaction costs, such as attorney fees, that the firm can mitigate by constraining misreporting and by purchasing insurance.

Securities Litigation Risk for Foreign Companies Listed in the U.S.

We study securities litigation risk faced by foreign firms listed on U.S. exchanges. We find that U.S. listed foreign companies experience securities class action lawsuits at about half the rate as do U.S. firms with similar levels of ex ante litigation risk. The lower rate appears to be partly attributable to higher transaction costs in uncovering and pursuing litigation against foreign firms. However, once a lawsuit triggering event like an accounting restatement, missing management guidance, or a sharp stock price decline occurs, there is no difference in the litigation rates between a foreign and comparable U.S. firm. This evidence suggests that effective enforcement of securities laws is constrained by transaction costs, and the availability of high quality information that reveals potential misconduct is an important determinant of litigation risk for foreign firms listed in the U.S.