I examine firm governance characteristics for a sample of companies disclosing material weaknesses under section 404 of SOX to examine what factors impact the likelihood that a company will disclose those material weaknesses prior to their first section 404 report (under section 302 reporting requirements). I find companies that were audited by industry leading auditors, that have higher quality audit committees, that have shorter auditor/client relationships, that recently restated their financial statements or have been the subject of an SEC AAER, or that have experienced poor financial performance are more likely to discover and disclose weaknesses in their controls under section 302. I find moderate evidence of a positive relationship between company's that have a CFO with financial accounting background and disclosure prior to the SOX 404 report and a negative relationship between a company's institutional ownership concentration and the probability that they disclose weaknesses in their controls prior to the SOX 404 report. In sensitivity tests, I find a positive relationship between a company's institutional ownership concentration and the probability that they disclose significant deficiencies in their controls prior to the SOX 404 report suggesting systematic misclassification of control problems as significant deficiencies rather than material weaknesses in high institutional ownership concentration settings.

To gain insight into the Public Company Accounting Oversight Board's (PCAOB) impact on audit quality, this study investigates the association between PCAOB inspection exposure (akin to the threat of a PCAOB inspection) and auditor reporting decisions. Certain foreign governments prohibit PCAOB inspections of their domestic auditors of U.S. SEC registrants citing sovereign control. This unique setting provides an opportunity to observe variation in the reach of the PCAOB inspection program and isolate its' effect on auditor reporting. I find that auditors in jurisdictions allowing PCAOB inspections are more likely to report going concern opinions and material weaknesses relative to auditors in jurisdictions barring PCAOB inspections. I find no difference in these auditor reporting propensities in the pre-PCAOB regulatory. This study provides evidence that PCAOB inspection exposure is associated with auditor reporting incentives, and ultimately audit quality, which is the fundamental purpose of the PCAOB inspection program.

Internal control disclosures mandated by section 404 of the Sarbanes-Oxley Act (SOX) are designed to provide information about a firm’s financial reporting quality and in doing so may offer information on firm-specific tax planning activities. Internal control weaknesses disclosed under SOX are frequently related to a firm’s tax function (Ge and McVay, 2005; Gleason, Pincus and Rego, 2010) and thus raise the question of whether or not these frequent problems affect corporate tax avoidance. In this thesis, I test hypotheses that tax-related disclosures, particularly those that contain company-level internal control weaknesses (ICWs), provide information with respect to long-run tax avoidance. Furthermore, I test hypotheses that the combination of internal control quality and aggressive tax avoidance aid in assessing shareholder returns. To conduct these tests, I collect and construct firm-level SOX disclosure data from 2004 to 2006 across 1,286 publicly-owned corporations. I begin with an empirical analysis of the association between tax avoidance and firm-level ICWs and generally find that the presence of tax ICWs and company-level tax ICWs constrain long-run tax avoidance. For firms with low cash constraints however, company-level tax ICWs appear to lead to an increase in tax avoidance. Nevertheless, subsequent analysis of monthly abnormal returns implies that the stock market reacts negatively to the disclosure of company-level tax ICWs, regardless of whether or not tax aggressiveness is also present. This thesis contributes to the literature by documenting the first evidence that internal control disclosures provide information regarding firm-level tax planning. Although the number of internal control weakness disclosures is decreasing over time, the availability of these SOX disclosures represents a previously unavailable opportunity to examine and further understand internal governance mechanisms within the firm and their influence on tax planning. In addition, this thesis further corroborates prior literature that argues for the importance of the pervasiveness of internal control weaknesses by showing that the pervasive, company-level tax internal control weaknesses are associated with tax avoidance and lower shareholder returns. Finally, my dissertation implies that the presence of tax internal control weaknesses constrains tax avoidance and thus a focus on improving internal controls could help improve the tax planning function. However, my firm-level analysis also implies that effective tax planning is a sustainable process and thus a firm and its stakeholders may require several periods before the full benefits of these improvements are realized.

This study investigates whether disclosures of material weaknesses in a firm’s internal control over financial reporting are associated with lower investor perceived earnings quality. I measure investor perceived earnings quality by a market returns based representation of earnings quality called e-loading developed by Ecker et al. (2006). My empirical tests use sample firms that disclosed at least one material weakness from August 2002 to October 2005. The cross-sectional univariate analysis shows that firms disclosing internal control material weaknesses have lower investor perceived earnings quality than matched firms that disclose no internal control problems. However, further cross-sectional multivariate regression analysis reveals that after controlling for firm characteristics, only disclosures of company-level material weaknesses have an incremental impact on investor perceived earnings quality, while disclosures of the less pervasive account-specific material weaknesses do not have a measurable effect on perceived earnings quality. From intertemporal within-firm analysis, I find no evidence that firms experienced a change in their perceived earnings quality after their first disclosure of internal control material weaknesses as per SOX 302 or 404. In contrast, I find that firms experienced an increase in perceived earnings quality after they received their first unqualified SOX 404 audit report indicating remediation of previously disclosed material weaknesses. This suggests that, although investors did not find the initial SOX disclosures of internal control weaknesses to be incrementally informative, the legislation motivated firms to remediate weak controls; moreover, the SOX-induced improvement in weak internal controls enhanced investors’ perception of the offending firms’ financial reporting quality. / Thesis (Ph.D, Management) -- Queen's University, 2009-12-17 11:41:11.323

Internal control disclosures mandated by section 404 of the Sarbanes-Oxley Act (SOX) are designed to provide information about a firm’s financial reporting quality and in doing so may offer information on firm-specific tax planning activities. Internal control weaknesses disclosed under SOX are frequently related to a firm’s tax function (Ge and McVay, 2005; Gleason, Pincus and Rego, 2010) and thus raise the question of whether or not these frequent problems affect corporate tax avoidance. In this thesis, I test hypotheses that tax-related disclosures, particularly those that contain company-level internal control weaknesses (ICWs), provide information with respect to long-run tax avoidance. Furthermore, I test hypotheses that the combination of internal control quality and aggressive tax avoidance aid in assessing shareholder returns. To conduct these tests, I collect and construct firm-level SOX disclosure data from 2004 to 2006 across 1,286 publicly-owned corporations. I begin with an empirical analysis of the association between tax avoidance and firm-level ICWs and generally find that the presence of tax ICWs and company-level tax ICWs constrain long-run tax avoidance. For firms with low cash constraints however, company-level tax ICWs appear to lead to an increase in tax avoidance. Nevertheless, subsequent analysis of monthly abnormal returns implies that the stock market reacts negatively to the disclosure of company-level tax ICWs, regardless of whether or not tax aggressiveness is also present. This thesis contributes to the literature by documenting the first evidence that internal control disclosures provide information regarding firm-level tax planning. Although the number of internal control weakness disclosures is decreasing over time, the availability of these SOX disclosures represents a previously unavailable opportunity to examine and further understand internal governance mechanisms within the firm and their influence on tax planning. In addition, this thesis further corroborates prior literature that argues for the importance of the pervasiveness of internal control weaknesses by showing that the pervasive, company-level tax internal control weaknesses are associated with tax avoidance and lower shareholder returns. Finally, my dissertation implies that the presence of tax internal control weaknesses constrains tax avoidance and thus a focus on improving internal controls could help improve the tax planning function. However, my firm-level analysis also implies that effective tax planning is a sustainable process and thus a firm and its stakeholders may require several periods before the full benefits of these improvements are realized.

This study investigates whether the current lack of structure of internal control weakness disclosures (a narrative about the reliability of the financial reporting system) leads nonprofessional investors to make differential investment decisions. Using the non-accelerated filer (smaller public company) setting, where nonprofessional investors are likely to consume unaudited internal control reports in their investing judgments and decisions, I examine two facets of internal control disclosure formats: presentation salience and disaggregation of material weaknesses. A 2 x 2 between-participants behavioral experiment was conducted with internal control presentation salience (bulleted vs. in-text) and disaggregation level (a single material weakness vs. a combination of multiple control deficiencies that is a material weakness). I find that nonprofessional investors reward companies that disclose internal control weaknesses more saliently. The results also indicate that disaggregation interacts with salience in that it increases the effect of salience on investing judgments such that salient (stealth) disclosure of a combination of control deficiencies is viewed more positively (negatively) than salient (stealth) disclosure of a material weakness. These findings are contrary to Rennekamp (2012) who finds that processing fluency in bad news leads to more negative investment judgements. Additional analyses indicated that the results related to management trust and credibility are consistent with prior literature. The findings contribute to academia and practice by shedding light on the importance that needs to be placed on the presentation format of internal control disclosures.

The Sarbanes-Oxley Act mandates public companies to establish internal control systems and assess their effectiveness. Quarterly reports by all companies and annual reports by companies with less than $75 million public float (non-accelerated filers) do not require auditor’s attestation while annual reports by companies with $75 million or more public float (accelerated filers) do require such auditor attestations. Quarterly reports should provide early warning of any impending material weakness (MW) to be disclosed in subsequent annual filings. This dissertation explores three types of “surprise” MW disclosures—positive, negative and no surprise—and consequences of such surprise disclosures. In part one, I document the frequency of surprise MW disclosures and internal control factors that are associated with each surprise type by filer status. Results show that 78 (77) percent of accelerated (non-accelerated) MW disclosures are negative surprise MW disclosures during 2004-2016. Entity level MWs are more associated with no-surprise rather than negative or positive surprise MW disclosures. In part two, I examine some consequences of surprise MW disclosures. The results show that companies with MW disclosures are more likely to dismiss their auditors and CFOs, and experience more shareholder voting against auditor ratification, compared to companies that issue clean reports. Auditor dismissal and CFO turnover are equally likely at negative and no-surprise MW disclosure companies. However, negative surprise accelerated filer companies’ shareholders are more likely to vote against auditor ratification than no-surprise accelerated filer companies. The third essay investigates the association between MW disclosures and audit fees. The results indicate that there is a significant positive association between audit fees and MW disclosures. Further, the results show that audit fees are higher at no-surprise companies than at negative surprise companies. The fourth essay focuses on audit report lag. The results indicate that MWs are associated with increased audit report lags, for both accelerated and non-accelerated filers. Further, surprise MW firms are more likely to experience increased audit report lag than no-surprise MW firms. Overall the results suggest that adverse internal control reports have consequences, and that the consequences vary between surprise and no-surprise MW firms. The results provide relevant empirical evidence to the ongoing debate on the necessity and efficacy of SOX Section 404 requirements.