The thesis consists of three essays on corporate finance. In the first essay, we test the hypothesis that the stock market tends to overvalue initial public offerings (IPOs), assuming that IPO issuers can value their own firms more accurately. Using the lower limit of initial file price range as issuers’ reservation price, we estimate the premiums of IPO first day closing price and first month closing price over the reservation price. We find that the price premiums are positively associated with proxies for market over-optimism and uncertainty. IPOs with higher price premiums have worse stock performance in the long run. The results are robust to various economic specifications. The findings are consistent with the argument that the stock markets get over-optimistic about IPOs from time to time. In the second essay we investigate insider selling activities for IPO firms. We find that insiders in 31.3% of IPOs sell shares prior to lock-up expiration (early sales). Consistent with the IPO over-optimism hypothesis, IPO price premium is positively correlated with early sales as well as sales following lock-up expiration (late sales), which suggests that insiders of overvalued IPOs tend to opportunistically liquidate their holdings. In addition, empirical evidences show that insiders may exploit IPO mispricing in the primary market to sell secondary shares and revise up total share offered. In the third essay, we explore why many firms disclose internal control (IC) deterioration under section 404 of Sarbanes-Oxley Act after previously reporting effective IC. We find empirical evidences suggesting that many of the reported IC deteriorations result from detection of previously undetected weaknesses. Restated or not, the reported deterioration in IC is associated with increase in audit fee, increase in management turnover and auditor turnover, decline in Altman Z score decile, and increase in loss. Consistent with an agency hypothesis that managers try to manipulate the IC process when firm performance declines, the reported deterioration in IC is also associated with poor stock returns in the year before disclosure. ICW disclosure is more likely when poor stock return is combined with higher sensitivity of executive compensation to stock price change. / May 2017

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Financial statement fraud control has attracted considerable attention and associated response in recent years due to the incalculable collateral damage that could drain the long term success of companies. This research aims to present recommendations to improve financial statement fraud control in commercial companies. The research also evaluates the current strategies for the prevention and detection of financial statement fraud and the reaction thereto. Accordingly, the research attempts to highlight the best practices and weaknesses from the present practices. Based on the experience of two Malaysian commercial companies, the research provides ameliorations to improve the current weaknesses, in particular, to financial statement fraud control. The research takes a normative point of view in making recommendations for financial statement fraud control. A qualitative research methodology is adopted in conducting the investigation to understand the actual conduct of practices. Hence, the primary data are acquired from the case study companies and interviews with the relevant group of respondents, and secondary data from the law, regulations, legislation and professional guidelines. The research investigates the financial statement fraud regulations to understand the legal framework as well as the legal practice. Furthermore, the professional guidelines are examined to understand what the professional bodies have suggested to manage the risk of fraud, thereby enabling the researcher to understand the consequences of the actual practices and provide improvements for financial statement fraud control. In addition, interviews with regulators, forensic accountants, external auditors and independent bodies are conducted to develop an understanding of the protocols of financial statement fraud in Malaysia. Therefore, the findings of the research are a mix of the present practices, respective roles, and perceptions concerning the issues of financial statement fraud control. The case study findings demonstrate that neither case study company is highly concerned about the issue of financial statement fraud control. This provides an indication that no evidence was gained concerning specific controls embedded in the present internal control system and typifies the actual practice, in particular, the prevention, detection and response strategies to mitigate financial statement fraud. The lack of evidence presents a research limitation to identify any best practices for the mitigation of financial statement fraud in the context of commercial companies in Malaysia. The research results indicate that the case study companies are highly reliant on their respective internal controls for the prevention of financial statement fraud and detection strategies. In addition, they demonstrate that the present internal audit functions focus on operational audit and concern pertaining to corporate risk. This provides an indication that the scope of the internal auditing work is not primarily concerned with the accuracy of the financial statement information, but rather with the risk of losses to the respective companies. This certainly leaves scope for an expectation gap to arise in the present internal audit functions and the association of internal audit and risk towards financial statement fraud. The particular aspects concerning the detection of fraud in financial statements and financial statement fraud control have been perceived differently between the company’s internal and external auditors. The combined results of the perceived control by company management, the present audit functions, and the detection and control responsibilities of the internal and external auditors provide and support the existence of an internal audit expectation gap. The overall case study findings indicate evidence of an internal audit expectation gap, which constitutes a serious flaw in the internal control systems adopted by the companies. Therefore, the contribution of this research might improve the present internal control system and provide a more holistic solution for financial statement fraud control. A review of the findings also indicates that Malaysia implements the lowest penalties and exercises the most lenient enforcement in relation to financial statement fraud cases compared to the UK and the US. The research has made contributions to research methodology; contributions to knowledge about the present practices in the form of practical recommendations to improve practice; contributions to academic theory in relation to the theoretical concept of financial statement fraud control and internal auditing of financial statement and, finally, contributions to the regulators and standard setters. The research also offers anti-fraud programmes, particularly in respect of the prevention, detection and response strategies as part of a company’s efforts to mitigate financial statement fraud. Overall, the research contributes to the study of financial statement fraud control and provides practical recommendations for financial statement auditing theory. The focus on financial statement fraud in commercial companies would enhance the reliability of the issued financial statement.

How does National Culture impact the Financial Risk of a company? To begin answering this question, it is important to look at culture and risk. By understanding the opponents of both, through analysis of cultural aspects as well as cultural theory, it is shown that the National Culture effects the financial representation of a company. This has a very strong effect on Multinational Companies that must balance the culture of their headquarters with that of their regional locations.

This investigation sought to explore the relationship of Julian Rotter's concept of internal versus external control (I-E) to stages of moral judgment. The I-E dimension is defined as the attribution by the individual of responsibility for behavioral outcomes to either oneself or to outside entities. The internal oriented person believes that the events in which he is involved lie within his control. Conversely, the external oriented person believes that the events that happen to him are controlled by other factors.

Using 629 observations of U.S. publicly listed firms with internal control related frauds from 2000 to 2006; this study investigates the change in auditor litigations in the Post- Sarbanes Oxley, Section 404 period. To the extent the conditions of the internal control in place are inadequate or non-existent, the possibility of the occurrence of internal control related fraud heightens. Thus, the inability of auditors to detect a financial statement misstatement due to internal control fraud in a timely manner exposes auditors to litigation (Barra, 2010; Heninger, 2001; Caplan, 1999). This situation was prevalent in the recent notable corporate failures that resulted in auditors being named as potential defendants. The present research finding indicates during the Post-SOX 404 period, the probability of auditor litigation due to internal control fraud increases. However, no support was shown for further increases in the likelihood of auditor litigation when both types of fraud occur in the Post-SOX 404 period. These results suggest an increase in the enforcement of accountability by the SEC, and should motivate auditors towards reassessing their audit procedures. Furthermore, the results indicate the probability of auditor litigation due to internal control fraud decreases for accelerated filers, and similarly, the probability of auditor litigation decreases for firms with management voluntary disclosures reflecting effective internal control. The overall result of this study indicates the likelihood of auditors being litigated increased in the Post-SOX 404 period, and auditors are more likely to be litigated when both types of fraud occurs simultaneously. This result further supports the argument for meritorious claims and the procedural justice theory.

This thesis uses a new institutional sociology perspective to examine financial risk management practices adopted by Saudi listed companies and identify the factors that influence these practices. In Islamic shariah law, using conventional derivatives is prohibited and so this thesis aims to determine if there is an institutional logic within the organisational field and a community of practice that results from networks of actors. The study also, examines the effect of different types of coercive, mimetic and normative isomorphic pressures on the adoption of risk management practices by Saudi listed companies. For this purpose, two pieces of empirical work are employed, (i) semi- structured interviews; and (ii) statistical tests. The interviews were held with 22 treasury managers of Saudi listed companies in 2011 to explore their perspectives of financial risk management practices. The second empirical work uses binary logistic regression to test the factors that might affect the adoption of financial risk management practices of 132 listed companies using publicly available data in 2011. Most of the previous studies relating to financial risk management practices have been undertaken in developing countries Therefore, there is a need to expand the scope of existing research by investigating such practices in Islamic countries to test the relevance of existing theory there and to enrich the risk financial management literature. This thesis investigate 12 factors: (the influence of political factors, cultural factors, and the competitive environment in Saudi society as well as nine institutional characteristics, comprising: firm size; profitability; leverage; being an Islamic company; auditor type; industrial sector; ownership structure; number of subsidiaries and exports) to identify to what extent they affect the financial risk management practices in the organisational field. The main findings indicate that Saudi listed companies hedge more interest rate risk than other financial risks, using conventional derivatives contracts which are prohibited in Islam. This finding is surprising in a country such as Saudi Arabia that is regulated and dominated by Shariah law. The political, cultural and competitive environments also affect the financial risk management practices in the organisational field. In addition, firm size in Saudi Arabia is related to interest rate risk and foreign exchange rate risk; also more leveraged companies and companies audited by Big-4 firms hedge interest rate risk. In addition, Islamic companies depend on Islamic derivatives that are available to hedge financial risk. Furthermore, the profitability of companies, industrial sector and their ownership structure has little influence on the risk management practices in Saudi listed companies. Finally, having subsidiaries and exports also affects hedging practices. It seems that actors are involved in similar networks and that considerable boundary-spanning takes place across these networks especially by treasury managers. This results in several different communities of practice with different organisational logics.

This thesis describes research that was conducted into the potential of modeling the activities of the Data Processing Department as an aid to the computer auditor. A methodology is composed to aid in the evaluation of the Internal Controls, particularly the General Controls relative to computer processing. Consisting of three major components, the methodology enables the auditor to model the presumed activities of the Data Processing Department against the actual activities, as recorded on the Operating System Log. The first component of the methodology is the construction and loading of a model of the presumed activities of the Data Processing Department from its verbal, scheduled, and reported activities. The second component is the generation of a description of the actual activities of the Data Processing Department from the information recorded on the Operating System Log. This is effected by reducing the Operating System Log to the format described by the Standard Audit File concept. Finally, the third component in the methodology is the modeling process itself. This is in fact a new analysis technique proposed for use by the EDP auditor. The modeling process is composed of software that compares the model developed and loaded in the first component, with the description of actual activity as collated by the second component. Results from this comparison are then reviewed by the auditor, who determines if they adequately depict the situation, or whether the models description as specified in the first component requires to be altered, and the modeling process re-initiated. In conducting the research, information and data from a production installation was used. Use of the ‘real-world’ input proved both the feasibility of developing a model of the reported activities of the Data Processing Department, and the adequacy of the operating system log as a source of information to report the departments actual activities. Additionally, it enabled the involvement and comment of practicing auditors. The research involved analysis of the effect of EDP on the audit process, structure of the EDP audit process, data reduction, data structures, model formalization, and model processing software. Additionally, the Standard Audit File concept was verified through its use by practising auditors, and expanded by the development of an indexed data structure, which enabled its analysis to be conducted interactively. Results from the trial implementation of the research software and methodology at a production installation confirmed the research hypothesis that the activities of the Data Processing Department could be modelled, and that there are substantial benefits from the EDP auditor in analysing this process. The research in fact provides a new source of information, and develops a new analysis technique for the EDP auditor. It demonstrates the utilization of computer technology to monitor itself for the audit function, and reasserts auditor independence by providing access to technical detail describing the processing activities of the computer.

<p></p><p>This study has been made with the purpose of gaining an understanding of how a Swedish company may think and act concerning their internal control. An American body, COSO, have for some time published documents containing guidelines for how companies should go about this process, however, when conducting this study we were not aware of the extent to which companies in Europe and mainly Sweden used them. In order to learn about this, and also to gain an understanding of when these guidelines are appropriate, we conducted a case study with a large-sized, multinational Swedish company. We also conducted an interview with an expert in internal control monitoring, Anna-Clara af Ekenstam of Pricewaterhouse Coopers, in order to get the perspective of the evaluators in this process and to gain some insight as to whether our case is typical in Sweden or not.</p><p> </p><p>We found that our company disregards certain aspects of internal control condoned by COSO, while performing better on other dimensions. The main reasons for disregarding COSOs recommendations are a perceived lack of necessity for some of the control mechanisms, cost-effectiveness and cultural differences.</p>

 This study has been made with the purpose of gaining an understanding of how a Swedish company may think and act concerning their internal control. An American body, COSO, have for some time published documents containing guidelines for how companies should go about this process, however, when conducting this study we were not aware of the extent to which companies in Europe and mainly Sweden used them. In order to learn about this, and also to gain an understanding of when these guidelines are appropriate, we conducted a case study with a large-sized, multinational Swedish company. We also conducted an interview with an expert in internal control monitoring, Anna-Clara af Ekenstam of Pricewaterhouse Coopers, in order to get the perspective of the evaluators in this process and to gain some insight as to whether our case is typical in Sweden or not.   We found that our company disregards certain aspects of internal control condoned by COSO, while performing better on other dimensions. The main reasons for disregarding COSOs recommendations are a perceived lack of necessity for some of the control mechanisms, cost-effectiveness and cultural differences.