Firms operating in the United States face important litigation risk, yet little is known on how this risk affects financial decisions. I use a natural experiment to explore the effect of litigation risk on firms' hedging behavior. I find that firms are more likely to use financial derivatives following an exogenous increase in litigation risk. This finding is stronger in the subset of firms with higher distress costs, lower credit ratings, and higher legal concerns. My results imply that litigation risk can at least partially explain the use of financial derivatives.

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Using the setting of earnings conference calls, this paper investigates the temporal focus of management presentation during those calls, i.e., the extent to which managers allocate their discussions to future firm prospects relative to past firm performance. I find a negative association between firms' past performance and the future focus of management presentation. Moreover, the association is less negative for firms with more long-term investors and is more negative for firms with high litigation risk. Additionally, I find that the temporal focus of management presentation is positively associated with that of analyst questions. I also find that managers' future focus is positively associated with the number of analysts following the firm but negatively associated with forecast quality of analyst reports (lower accuracy and higher dispersion). Finally, I find the future discussions in management presentation is positively associated with the time that analysts took to release the next quarter's forecasts. / Ph. D. / In recent years, it has become a common practice for public companies to hold earnings conference calls right after the release of their quarterly earnings results. Earnings conference calls are also publically accessible. Thus, earnings conference calls are believed to contain timely and important information to investors, analysts, and other interested parties. During the calls, managers first highlight the company’s financial performance and discuss its future prospects, and then answer some questions asked by call participants (primarily financial analysts). This paper investigates how managers allocate their effort to discuss the company’s future firm prospects (i.e., future focus) based on its quarterly earning results (past firm performance). I find managers are more likely to discuss future firm prospects when they have a bad quarter; and are more likely to discuss past results when they have a good quarter. In other words, there is a negative association between firms’ past performance and the future focus of management discussion. Moreover, I find the association is less negative for firms with more long-term investors and is more negative for firms with high litigation risk. Additionally, I find that when managers allocate more discussions on the future, analysts tend to ask more questions about the future. I also find that managers’ future focus is positively associated with the number of analysts following the firm but negatively associated with forecast quality of analyst reports. Finally, I find that managers’ future focus is positively associated with the time that analysts took to release the next quarter’s forecasts.

This paper looks at whether firms’ credit ratings are negatively affected by litigation risk after controlling for known factors that affect credit ratings. The conventional wisdom is that litigation risk and credit ratings have an inverse relationship. However, my hypothesis is that the inverse relationship will not be stable if the model of credit ratings has taken other factors into account. The methodology first constructs a model of litigation risk, and then regress the credit ratings on the measurement of litigation risk. Previous empirical research on litigation risk measurement uses industry proxies as indicators for litigation risk. In this paper, I include firm characteristics and the Beneish M-score (a determinant for earnings manipulation) in addition to the industry proxy to construct an alternative model measuring litigation risk. I find that supplementing the Francis, Philbrick and Schipper (1994a, b; hereafter FPS) industry proxy with measures of firm characteristics improves predictive ability. In the model of credit ratings, I find that the change of litigation risk has a negative correlation with the credit ratings. However, the negative coefficient on the change of litigation risk changes to a positive one after controlling for other variables such as firm size, return on asset, and interest coverage ratio. This finding provides support for the hypothesis that the negative correlation between the credit ratings and litigation risk is not stable. This suggests that credit ratings may not incorporate litigation risk specifically although litigation can lead to firms’ financial damage and reputation crisis. However, the negative coefficient on the change of litigation risk remains unchanged when I control for the year fixed effects. I also find a negative correlation between the year 2007 and credit ratings due to financial crisis. The results are not conclusive given the likely simultaneous determination of litigation risk and credit ratings.

In 1995 Congress passed the Private Securities Litigation Reform Act to address several perceived abuses in securities fraud class actions. In the aftermath of Enron, WorldCom, and other high profile securities litigation, critics suggest that the law made it easier for firms to escape securities fraud liability and thus created a climate conducive to fraud. Proponents maintain that the PSLRA has deterred the filing of nonmeritorious cases. This article explores whether the PSLRA achieved Congress's twin goals of "curb[ing] frivolous, lawyer-driven litigation, while preserving investors' ability to recover meritorious claims." The empirical evidence suggests that, in many respects, the PSLRA did achieve several of Congress' goals. There has been a reduction in the number of securities class actions filed. The PSLRA has improved overall case quality, particularly in the circuit with most stringent interpretation of the heightened pleading standard. In general, Congress seems to have achieved its goal of reducing the race to the court by increasing the filing delay in securities class actions. However, a stricter interpretation of the pleading standard does not affect this. The PSLRA does little to reduce the incidence of litigation for high technology issuers, but the evidence suggests that the litigation risk has substantially decreased for these issuers. Overall, the monitoring of attorney's effort increased, but institutional investors are no better at monitoring than other lead plaintiffs. The findings also suggest that lead plaintiffs forcing plaintiff's attorneys to compete for designation as lead counsel has resulted in lower attorney's fees. The observed effect is greater when the lead plaintiff is an institutional investor.

This research study investigates the relationship between ambiguity, litigation risk, and auditor decision-making. In addition, this study investigates how auditor trust of his or her client may change these relationships. It is important to investigate the relationships of ambiguity, litigation risk, and client trust to auditor decision-making because auditors face these factors on a regular basis. This research uses a 2x2 experiment to investigate auditor reaction to ambiguity and litigation risk. The first factor, ambiguity is operationalized as auditor reaction to potential real transaction earnings management (low ambiguity) and potential accrual transaction earnings management (high ambiguity). The second factor, litigation risk is operationalized through an income increasing (high) or income decreasing (low) earnings management attempt. Auditors were given company background information, selected account information, and comparative financial statements and then asked to state the likelihood of material misstatement in the financial statements as a whole and the sales, selling and marketing expenses, research and development expenses, and general and administrative expenses individual accounts. The ambiguity manipulation was imbedded in the description of the research and development account while the litigation risk factor was imbedded in the comparative financial statements. The findings indicate that the subjects reported a relatively high likelihood of material misstatement of research and development expenses regardless of the earnings management method. The findings further indicate that when a real earnings management transaction was present, auditors rated the likelihood of material misstatement in sales and the financial statements as a whole higher than when an accrual earnings management transaction is present. Additionally, when the subject group is limited to individuals working for Big-4 and National non Big-4 firms the auditors assessed the likelihood of material misstatement in the financial statements as a whole, sales, selling and marketing expenses, and general and administrative expenses significantly higher when a real earnings management transaction is present than when an accrual earnings management transaction is present. The lawsuit risk factor was not found to be significant in any of the primary analyses. The research also explores the relationship between an auditor's trust of the client and the likelihood of material misstatement assessment. Auditors completed the Kerler and Killough trust scale to measure trust of the experimental client. The findings report that as external auditor experience increases, auditor trust of the client decreases. However, this decrease in trust does not significantly affect the likelihood of material misstatement assessment. This research study is the first step in developing an understanding of the relationship between ambiguity, risk, trust, and auditor decision-making. The findings indicate that auditors do use information about potential earnings management in one account when evaluating the likelihood of material misstatements in other accounts. Future research should develop an understanding about whether auditors should take these factors into consideration in the planning stages of the audit. / Ph. D.

Recently, investors have asserted that firms' loss contingency disclosures are not adequate to allow them to assess the likelihood of material losses due to litigation (i.e., litigation risk), and a debate has developed over whether the threshold for disclosure should be lowered to provide investors with more information relating to litigation. Using an experiment, I investigate two unintended consequences of lowering a disclosure threshold, as the FASB has recently proposed. First, I find that adding low probability lawsuits to the disclosure of reasonably possible lawsuits lowers prospective investors' perceptions of litigation risk relating to the disclosure, even though more lawsuits are disclosed. Second, lowering the threshold allows firms to portray the entire disclosure opportunistically, diverting attention from higher probability to lower probability lawsuits. I find evidence that firms can use such an opportunistic presentation under a lower threshold to their advantage. Specifically, prospective investors' and even short investors' perceptions were just as favorable to the firm as long investors' when the disclosure threshold was lower and firms adopted an opportunistic disclosure strategy. Thus, my findings suggest that the FASB's proposal to require disclosure of lower probability loss contingencies may have unintended consequences for investors' perceptions of firms' loss exposure.

This dissertation examines the relationship between three sets of variables: corporate governance and monitoring, the quality of disclosure in annual reports and securities class action litigation. In the first section, I present a game-theoretic model in which shareholders select from ex ante monitoring or ex post litigation mechanisms available to them in order to mitigate the agency problem. Firm characteristics determine the choice of which of these two mechanisms is appropriate for a particular company. I then test predictions from this model and find that firms with poor monitoring are much more likely than those with good monitoring to be sued even after controlling for the common determinants of a lawsuit. The second section of the dissertation relates the quality of disclosure in annual reports to litigation. I use a dataset containing annual reports filed electronically with the SEC in the period 1996-2005. Using two content analysis software programs that analyze the categories of words used in these annual reports, I find that firms that use more numbers, past and future words, and other informative words are much less likely to be sued, even after controlling for the common determinants of lawsuits. In order to avoid subjectively choosing categories, I use principal components analysis to identify the major components of annual report disclosure. When these components are used as regressors to identify causative factors of lawsuits, one component named 'informativeness' has significant power to explain subsequent lawsuits. In head-to-head comparisons of the 'informativeness' principal component with Standard & Poor's Transparency and Disclosure score, my informativeness measure is more effective than the S&P score in predicting the likelihood of a lawsuit. Finally, in cross-sectional tests, I find support for the theory that firms with good boards and managers who are not entrenched have better disclosure practices. Further, monitoring by institutional investors, independent boards and analysts appears to induce better corporate disclosure. / text

公司發生訴訟將影響其價值與財務狀況，亦影響未來償債能力。本研究係探討公司的事前訴訟風險(ex-ante litigation risk)是否影響銀行對其之貸款條件，進而探討宗教信仰是否降低銀行對於訴訟風險的敏感度。本研究發現，當公司面臨較高的事前訴訟風險時，銀行將要求較高的貸款利率，同時主貸銀行持有較高貸款比例且參與貸款的銀行數量較少。此外，由於宗教信仰能抑止管理階層的不道德行為及提昇財報品質，故本研究以公司總部所在地之信仰宗教人數比例作為衡量宗教的代理變數。實證結果發現，公司若位於宗教程度較高的地區，能降低事前訴訟風險對於銀行貸款條件的影響，進而獲得較低的貸款利率、較大的貸款金額，並增加參與貸款的銀行數量。 / Lawsuits may deteriorate defendant firms’ financial position and lower their firms’ value. Moreover, it reduces the recovery rate in the event of default. This study examines whether banks price their borrowers’ ex-ante litigation risk in syndicated loan market and further investigates whether the relation between ex-ante litigation risk is conditioned on religiosity. The results suggest that banks tend to price in firms with higher ex-ante litigation risk by charging higher spread, and form more concentrated syndicate. In addition, strong religious social norm is seen as a mechanism to constrain managerial opportunism and improve financial reporting quality. Using the proportion of adherents where firms’ headquarters locate as a proxy for religious adherence, I find that the association between ex-ante litigation risk and syndicated loan features is alleviated. Firms with higher ex-ante litigation risk are associated with lower loan spreads, larger loan amounts and greater number of total lenders if borrowers are headquartered in areas with strong religious social norms.

本研究針對國內2008至2012年非金融業之上市上櫃公司，探討董監事及重要職員責任保險之需求因素，並研究這些需求因素之彼此關連性，形成董監事責任保險之需求因素路徑分析，最後根據實證結果建立路徑圖。 研究結果顯示，股東總數、公司規模、董監事持股比例、外部持股比例和獨立董監事比例，對董監事責任保險金額呈顯著正相關；董事長兼任總經理與董監事責任保險金額呈顯著負相關。經理人持股比例、資產報酬率和負債比率因樣本分配較分散，迴歸分析受極端值影響，導致在統計結果中不顯著。此外，董監報酬若對董監事責任保險金額採單一迴歸時，具有顯著相關。但在路徑分析中，會因受其他變數影響，導致不具相關性。 / Based on a sample of firms, except for financial companies, listed in Taiwan Securities Exchange and Gre Tai Securities Market over the period of 2008-2012, this study examines the determinants of directors’ and officers’ liability insurance and the cause-effect relations among these determinants which are presented by path diagram. The empirical result indicates that the number of shareholders, size, directors’ and supervisors’ ownership, outsider ownership, and percentage of independent directors and supervisors in the board of directors are positively related to the amount of directors’ and officers’ liability insurance. The chief executive officer as the chairman of the board is negatively associated with the amount of directors’ and officers’ liability insurance. The manager ownership, return on asset, debt ratio and the directors’ and supervisors’ reward are not related to the amount of directors’ and officers’ liability insurance.