This study examines changes in a company’s audit committee accounting expertise following an M&A transaction. M&A accounting (ASC 805) is complex, nuanced, and error-prone. An M&A also involves significant operational and financial changes for the acquirer, including changes in internal control over financial reporting. Thus, an acquirer’s demand for accounting expertise is likely heightened at the time of an M&A. This study provides the first insights (to my knowledge) regarding the role of accounting experts in the dynamic M&A setting. In a sample of relatively large (on average) M&As, I document that there are financial reporting benefits (reduced likelihood of restatements, higher likelihood of timely goodwill impairments, and smaller allocations of purchase price to in-process research and development) associated with changes/increases in audit committee accounting expertise. Further, my results suggest that changes/increases in audit committee accounting expertise matter more than changes/increases in other types of audit committee expertise (supervisory, industry, and M&A contextual). I document that changes/increases in audit committee accounting expertise are positively associated with accounting and business complexities. Collectively, the evidence suggests that accounting expertise is valuable in the M&A setting. This provides support for the SEC’s definition (in its 2002 proposal, although not in its final 2003 rule) of audit committee financial experts as those with accounting-specific backgrounds (SEC 2002, 2003). / Business Administration/Accounting

This study examines whether corporate transparency about a restatement influences the Securities and Exchange Commission's (SEC) decision to issue an enforcement action. I consider corporate transparency to be higher when firms initiate an independent investigation into the restatement, display the restatement in a more prominent press release location, and/or report the restatement in a more visible SEC filing (i.e., Form 8-K). My sample of restatement observations spans nine years, 1997-2005, and is taken from the databases compiled by the General Accounting Office. For each restatement observation, I hand-collect information on SEC enforcement actions from the SEC's website and information on corporate transparency from company press releases and SEC filings. In order to determine the influence of corporate transparency, I develop a model predicting which restatement firms will be sanctioned by the SEC that includes measures of restatement severity, restatement characteristics, firm characteristics, and all three measures of corporate transparency. I find that, on average, greater restatement transparency increases the likelihood of an SEC sanction. This result is strongest before the Sarbanes-Oxley Act of 2002 (SOX), where all three proxies for corporate transparency are positive and significant predictors of SEC enforcement actions. After SOX, however, more visible SEC filings decrease the likelihood of an SEC sanction, suggesting that the SEC rewards this type of transparent behavior. In addition, the SEC also rewards corporate transparency by reducing monetary penalties when an enforcement action is issued. These results extend prior research (Bowen et al. 2005; Files et al. 2008; Gordon et al. 2008; Myers et al. 2008) by providing the first evidence on how corporate transparency affects the SEC's decision to issue an enforcement action. The results may be useful to managers of restating firms and academics researching SEC enforcement actions.

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission is required to propose and adopt clawback rules. After a financial statement restatement, a clawback is utilized to recover incentive compensation that was previously paid out to a manager based on the misstatement. My study investigates financial reporting executives' (FREs) decision-making after the external auditors have proposed a restatement that will lead to a clawback. I performed a web-based experiment that was electronically distributed to sixty FRE participants (i.e., CFOs, controllers, and treasurers) and manipulated executive compensation structure (i.e., a higher percentage of total compensation based on incentives or a lower percentage of total compensation based on incentives) and auditor industry specialization (i.e., industry-specialist or non-industry specialist) in a clawback environment. I hypothesized that higher incentives or the presence of a non-specialist auditor would cause FREs to be less likely to agree with an auditor's proposed restatement, more likely to involve the external auditor's national office, and more likely to request termination of the external auditors. Further, I posited that the two factors would interact for each of the three dependent variables. As predicted, my results reveal that FREs are less likely to agree with the restatement due to loss aversion when a higher proportion of their pay is incentive-based; however, auditor specialization does act to mitigate the influence of loss aversion by increasing their likelihood to accept the restatement. Additionally, I find that FREs are highly likely to request the involvement of the national office and very unlikely to request termination of the auditors across all conditions. In consideration of the upcoming clawback rules, this is a timely study that makes important contributions. First, I find an unintended negative consequence of clawback regulation, as my results indicate that clawbacks may exacerbate aggressive financial reporting decisions by FREs during a restatement negotiation. Further, I find that specialist auditors can act as effective monitors of FREs' behaviors in a clawback environment. Last, my results provide evidence for firms regarding the influence of executive compensation structures on FREs' decision-making in a clawback setting. / Ph. D.

近二十年來，許多國內外規模大型的上市櫃公司因經濟情況的不穩定受到極大的影響，但為了使帳務好看，所以利用窗飾計巧使得報表美化。導致後續有許多財務報導重編、盈餘虛增等負面消息接連發生。這些訊息使得市場投資者感到不安，且不僅打亂原本資本市場的秩序，也使得社會大眾對整體市場的信任也相對減少，導致投資行為受到改變。過去文獻曾指出班佛法則可用來偵測財務報表數據是否盈餘管理，本研究的目的運用班佛法則針對台灣上市櫃公司之財務比率找出特徵數字，這些特徵數字是否可以偵測財報可能有誤。研究結果發現管理當局偏好於操弄淨利和 EPS 等與盈餘性值相關的會計項目；在損益表中，營業收入相關比率有高估的現象，費用類的有低估的現象；而的確形成紅旗警訊的特徵數字可以用來偵測財報有誤。 / In the last 20 years ago, many public company had larger capital were affected by the economic instability. They wanted to keep the reports in good-looking; thus, they use some skill like window dressing to achieve their purpose. This worst news like many financial reports needed to restate or inflated earnings communicate to public investors, and lead to investors feel anxious. These things result in the original market fall into disorder. General public loss their mind to believe the market and change their investment behavior. In the past, the former research found that they use the Benford’s Law to detect whether the financial reports have earnings management. The purpose of this study was to investigate whether the feature figure obtained from using Benford’s Law to measure the financial ratios from public company in Taiwan can detect the misstatement. The result is the managers prefer manipulate the account which has surplus nature like the net income and earnings-per-share. In the income statement, you will note the ratios are relative to income or earnings will be overestimate; on the other hand, the ratios are relative to cost or loss will be underestimate. And the flag made from the feature figure can detect whether the financial report have the misstatement.

Made available in DSpace on 2016-04-25T18:40:02Z (GMT). No. of bitstreams: 1 Raphael Oliveira Ferreira de Toledo Piza.pdf: 996170 bytes, checksum: 7af1c6692f7ea249f4dbffe369903add (MD5) Previous issue date: 2014-12-15 / Coordenação de Aperfeiçoamento de Pessoal de Nível Superior / The current dissertation aimed to contribute to the study of frauds in Brazil. This work has a distinct perspective, to look into the analysis of opportunities for equity recomposition after identifying fraud. To be more precise, the equity recomposition studied in this work has as foundation the analysis of the fiscal effects which arise due to fraud. There was a direction in the study about accounting frauds. The only accounting irregularities and inconsistencies considered were those that pointed to an increase of revenue beyond the company's financial position. In this interim, two recent cases were considered: The events of the Cruzeiro do Sul S.A. and Panamericano S.A. banks. On these assumptions, the following path was trailed: Initially, the accounting standards and practices were studied regarding the procedures adopted by companies who suffered frauds. In the background, the accounting adjustments that were performed by the corporations after the disclosure of the frauds were analyzed. The intention was to analyze if there were adequate applications of the accounting legislation to the concrete fraud cases of the Panamericano S.A. and Cruzeiro do Sul S.A. banks. Finally, as main objective, the study was intended to answer whether if it is possible, and under which circumstances are the use of tax credits arising from balances of overpaid taxes arising from fraud plausible / A presente dissertação almejou contribuir para o estudo sobre fraudes no Brasil. Este trabalho teve uma ótica distinta, no sentido de se debruçar sobre a análise de oportunidades de recomposição patrimonial após a identificação de fraudes. Mais precisamente, a recomposição patrimonial objeto de estudo deste trabalho teve como fundamento a análise sobre os efeitos fiscais decorrentes das fraudes. Houve um direcionamento no estudo sobre fraudes contábeis. Apenas foram consideradas as irregularidades e inconsistências contábeis que apontassem um aumento de receitas além da real situação patrimonial das empresas. Neste interim, foram considerados dois casos recentes, os eventos ocorridos nos bancos Banco Cruzeiro do Sul S.A. e Banco Panamericano S.A. Sobre tais premissas o seguinte caminho foi percorrido: Inicialmente foram estudadas as normas e práticas contábeis, no que tange os procedimentos a serem adotados pelas empresas que sofreram fraudes. Em segundo plano foram avaliados os ajustes contábeis que foram realizados pelas sociedades após a evidenciação das fraudes. A intenção foi de analisar se houve adequada aplicação da legislação contábil aos casos concretos de fraudes nos bancos Panamericano S.A. e Cruzeiro do Sul S.A Por fim, como objetivo principal, o trabalho teve intenção de responder se é possível e, sob quais circunstâncias são plausíveis o aproveitamento de créditos fiscais decorrentes dos saldos dos tributos pagos a maior originados de fraudes

審計公費係影響審計品質之一大因素，且中國事務所家數眾多，更易產生低價攬客的惡性競爭行為，再者，中國上市公司重編狀況近來層出不窮，因此本文以2004-2008年中國大陸A股上市公司為研究對象，欲研究重編事件對中國企業審計公費之影響。財務報表重編事件可以分為三個時間點：財務報表錯誤年度、財務報表執行重編年度以及重編後的次一年度。就財務報表發生錯誤年度而言，本研究發現該事件會伴隨較高的審計公費，但是無論是執行重編年度或次一年度，均未發現顯著提高公費的證據。除此之外，本研究也未能獲得審計委員會之設立與審計公費有統計關聯性的證據。具體而言，除了傳統審計公費的解釋變數之外，本文未能發現財務報表重編及審計委員會與審計公費有關之證據。 / Audit fees is one of the major factors affecting quality, and there are many audit firms in China, so it is easier to produce vicious competition . Furthermore, the number of Chinese listed company which has restated financial report is increasing in recent years. So, with a sample of A-share listed corporations in China from 2004 to 2008 , this dissertation develops a conceptual model for studying the relationship between financial restatement and audit fees. Financial restatement can be divided into three time points: the year when an error occurred in the financial report , the year when the financial report is restated ,and the year after the financial report is restated .In terms of the year when an error occurred in the financial report , this dissertation find the event associated with higher audit fees ,but in other two time point , this dissertation doesn’ t find the evidence of significantly increased audit fees. Moreover ,there is no statistical significant relationship between setting up an audit committee and audit fees. Specifically, in addition to the traditional explanatory variables, this dissertation can’t find the evidence that financial restatement and setting up an audit committee are related to audit fees.

本研究以財務長與審計委員會相對任期作為財務長與審計委員會相對影響力之指標，探討財務長與審計委員會相對影響力對財務報表重編之影響。利用2007至2014年間中國滬深A股為樣本，本研究發現，財務長之任期較審計委員會長時，財務報表越有可能重編，顯示財務長相對於審計委員會影響力較大時，會降低財務報表品質。本研究亦發現，前述情況並不因為客戶重要性較高而更加明顯，顯示財務長與審計委員會相對影響力與財務報表重編之關係，不會受到客戶重要性的影響。 / This thesis uses the relative tenures of CFO and audit committee as an indicator of the relative power between CFO and audit committee, and examines the relation between the relative power of CFO versus audit committee and the probability of financial restatement. Based on a sample of A-share stocks listed in Shanghai and Shenzhen during 2007-2014, the empirical result shows that when CFO has relative higher tenure than audit committee, the incidence of financial restatement increases. This result suggests that CFO who has more power than audit committee tends to compromise the quality of financial statement, at least in terms of financial restatement. The empirical result also shows that the effect of the relative power of CFO and audit committee does not vary among clients’ importance.

財務報表重編雖不若財務報表詐欺舞弊，但對於財務報表使用者而言，仍代表財務報表資訊品質不佳。因此公司應建立有效的監督治理機制，以防止財務報表重編情形發生，提高財務報表資訊品質。 本研究針對35家財務報表重編公司及35家財務報表未重編公司之董事會、監察人之獨立性、專業性進行研究，獲得以下結論： 一、發生財務報表重編的公司董事會中外部董事比率低於未發生財務報表 重編公司董事會外部董事比率 二、發生財務報表重編的公司董事會中獨立董事比率低於未發生財務報表 重編公司董事會獨立董事比率。 三、發生財務報表重編的公司董事會中法人董事席次比率高於未發生財務 報表重編公司法人董事席次比率。 四、發生財務報表重編的公司法人監察人席次比率高於未發生財務報表重 編公司法人監察人席次比率。 五、發生財務報表重編的公司董事會中關聯性法人董事比率高於未發生財 務報表重編公司關聯性法人董事比率。 / The restatement of financial statements does not equal to a financial statement fraud. However, it can reflect inferior quality of information disclosed in financial statements. Consequently, companies should establish an effective mechanism for supervision and governance in order to prevent the occurrence of financial statements restatements and to improve the quality of information disclosed in financial statement. The Organization for Economic Co-operation and Development（OECD） proposed five principles of corporate governance including strengthening the responsibility of the board of directors. It also required that the board of directors should function effectively. Independent and professional outside directors should be engaged to protect the interest of all shareholders. The study was conducted to investigate the independence and professionalism of the board of directors and supervisors. The sample included 35 companies which restated their financial statements at the time. Another 35 companies of comparative sizes were selected as the comparison group. The following results were conducted. 1.Firms that restated financial statements had significantly lower percentages of outside directors on the board than those which did not restate their financial statements. 2.Firms that restated financial statements had significantly lower percentages of independent directors on the board than those which did not restate their financial statements. 3.Firms that restated financial statements had significantly higher percentages of institutional directors on the board than those which did not restate their financial statements. 4.Firms that restated financial statements had significantly higher percentages of institutional supervisors than those which did not restate their financial statements. 5.Firms that restated financial statements had significantly higher percentages of affiliated institutional directors on the board than those which did not restate their financial statements.

本研究針對2007年至2011年的非金融產業之上市櫃公司，分析股權結構、公司特性是否為公司內部監察人設置比率及是否設置外部監察人之影響因素，並進一步探討公司監察人內部化比率與外部監察人之存在對公司之經營績效、盈餘品質及財務報導強制重編次數的影響。 實證結果顯示，若公司型態為電子公司、家族企業或集團企業、公司之企業規模、內部人持股比率越大，則該公司內部監察人席次比率越高，且不傾向設置外部監察人。而就公司監察人內部化對公司之經營績效及財務報導品質的影響，實證結果顯示，監察人內部化比率越高之公司，其公司經營績效越差，且被要求強制重編財務報表的次數也較多。但只要存在一位外部監察人，即有助於改善公司之經營績效並降低公司被要求強制重編財務報表的可能性。惟本研究並未發現監察人內部化比率或外部監察人之存在與公司盈餘品質間存在顯著關係。 整體而言，本研究之實證結果顯示公司監察人內部化將使法制上監察人制度所應有之公司治理機能無法發揮，無法提升公司經營績效及財務報導品質。故為讓公司監察人能發揮其制度上應有之功能，公司之監察人，宜由外部人擔任。 / Based on a sample of listed non-financial companies over the period of 2007 to 2011 in Taiwan, this study first investigates the impact of ownership structure and firm characteristics on the internalization of supervisors. A step further, this study examines the effect of internalization of supervisors on firm performance, earnings quality and the frequency of restatement of financial reports. The empirical evidence shows that firms operate in electronic industries, or belong to business groups or owned by families, or with greater shares held by insiders or with larger firm size, are significantly and positively (negatively) associated with the internalization of supervisors (the presence of outside supervisors). The study also finds that firms with higher degree of internalization of supervisors are associated with poorer performance and higher frequency of restating their financial reports. On contrary, we find that firms with at least one outside supervisor are associated with better performance and lower frequency of restating financial reports. However, this study fails to report any association between the internalization of supervisors (or the presence of outside supervisors) and earnings quality measured by accruals. Based on the findings, this study therefore suggests that firms should appoint outsiders to be supervisors in order to better serve the function of the institution of supervisors.

本文以三篇論文討論三個與財務報表向下重編盈餘公司有關的議題：（1）宣告財務報表重編後的長期股票績效；（2）重編公司內部人交易行為；（3）重編公司如何操弄盈餘以及操弄動機為何？ 本文樣本是從1984年1月至2000年12月，557家因為財務報表違法、舞弊或錯誤而宣告需要重編以前財務報表的公司。 第一篇論文討論公司宣告重編後三年長期股票績效。在不同配對組合下，實證結果顯示，三年長期持有異常報酬（buy-and-hold abnormal return）達-34％。文中也討論公司宣告重編時以及後續分析師預測行為。結果發現，分析師對於重編資訊有反應不足的現象，而且三年的盈餘預測修正與長期異常報酬有顯著正相關。 第二篇論文探討盈餘品質與內部人交易行為。本文假設內部人擁有重編公司盈餘品質不良的私有資訊，內部人會利用此私有資訊從事異常交易。實證結果顯示，內部人早在重編前兩年就已經開始異常出售持股，但是為了避免被發現，愈接近重編期間則交易量愈少，而且內部人異常交易與重編金額成正相關。 第三篇論文採取應計項目分項的方法（disaggregate approach）探討重編項目與特定應計項目的關連性以及重編公司違反一般公認會計原則的動機。實證結果顯示，特定重編項目公司的總應計項目比特定應計項目更顯著。很可能是管理當局為了避免操弄特定項目以致於被發現，所以操弄各種應計項目以達到總金額的目標。尤其在不同盈餘管理動機的成本效益的考量下，如果操弄主要應計項目的效益大於成本，管理當局還是會操弄特定應計項目以達到操弄的目的。因此，應計項目分項的方法可以作為進一步探討盈餘管理的方法。 / This dissertation examines three different aspects of downward earnings restatements in three essays: (1) the long-run stock performance of restatement firms following the announcements of restatements; (2) insider trading activities of earnings restatement firms; and (3) how earnings manipulations of restatement firms are effected and what are the incentives for earnings manipulations? Using extensive keyword (i.e., “restatements,” “restate,” “restated,” “restates,” and “restating”) searches over the period from January 1, 1984 through December 31, 2000, 557 firms are identified as having restated their previously published or filed financial statements due to accounting irregularities, fraud, or errors. The first essay examines the post earnings restatement announcement of long-term stock performance. Using various benchmark portfolio formulation strategies, I document an average buy-and-hold abnormal return of -34% over the 36-month horizon. I then investigate analysts’ forecast behavior around and after the restatement announcements. I find that market underreactions are associated with a sluggish forecast revisions by financial analysts. This study sheds light on how restatement information is transmitted to the capital markets and provides evidence that the market under reacts to externally initiated corporate events. The second essay examines the relationship between earnings quality and insider trading. Using downward earnings restatement firms to identify low-quality earnings, I find that insiders outsell non-earnings restatement firms of their holdings over the period from two years before to one year before the beginning of the restatement period. In addition, the amounts of restatement are positively associated with the excess insider selling. I also provide evidence that excess insider selling predicts excessive earnings manipulations that eventually lead to GAAP violation. In the third essay, I take advantage of the disclosed manipulation of items and approach the earnings manipulation issue by a disaggregate approach. Given that management considers cost/benefits of specific accruals to be manipulated, I examine whether management chooses different items to manipulate under different goals. Overall, the empirical results support the equity offering hypothesis and weakly support the meeting earnings threshold hypothesis. However, the results fail to support the avoidance of debt covenant violation hypothesis, indicating that manipulation under certain monitoring conditions can be conducted in a very subtle manner.