The Financial Accounting Standards Board (FASB) issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51, in January 2003 and revised it in December 2003, with the objective to improve the transparency of financial information. Under FIN 46, companies are required to consolidate variable interest entities (VIEs) on financial statements if they are the primary beneficiaries of the VIEs. This dissertation empirically examines whether the implementation of this new financial reporting guidance affects firms’ accruals quality and investment efficiency. A manually collected sample comprised of firms affected by FIN 46 and firms disclosing no material impact from FIN 46 is used in the empirical analyses.The first part of the dissertation investigates the effects of FIN 46 on accruals quality. By using different accrual quality measures in prior studies, this study found that firms affected by FIN 46 experienced a decrease in accrual quality compared to firms reporting no material impact from FIN 46. Among the firms affected by FIN 46, firms consolidating VIEs were compared with firms terminating or restructuring VIEs. The accruals quality of firms consolidating VIEs was found to be lower than that of firms terminating or restructuring VIEs. These results are consistent in tests using alternative control samples.The second part of this dissertation examines the effects of FIN 46 on investment efficiency. Mixed results were found from using two different proxies used in prior literature. Using the investment-cash flow sensitivity to proxy for investment efficiency, firms affected by FIN 46 experienced a decrease in investment efficiency compared to firms reporting no material impact. It was also found that higher investment-cash flow sensitivity for firms consolidating VIEs during post-FIN 46 periods compared to both the no-impact firms and the matched pair control sample. Contrasting results were found when the deviation from expected investment is used as another proxy for investment efficiency. Empirical analyses show that FIN 46 firms experienced improved investment efficiency measured by the deviation from expected investment after their adoption of FIN 46. This study also provides explanations for the opposite results from the two different proxies.

由於中國大陸對企業境內上市的嚴苛要求與外商投資的產業限制，新興互聯網企業不得不訴諸境外上市融資。根據美國會計準則關於「可變利益實體」的規定，新浪網開創以搭建可變利益實體架構實現境外上市的模式成為21世紀初中國大陸互聯網及其他產業上市融資的不二選擇。可變利益實體架構中，境外上市主體與境內運營實體通過協議達成控制關係，將後者營運狀況併入前者財報，滿足其境外上市條件。近年中，支付寶違約、沃爾瑪併購1號店等事件引發法律界、財經界對VIE架構的關注。2015年來，《中華人民共和國外國投資法（草案徵求意見稿）》的公佈，《工業和信息化部關於放開線上資料處理與交易處理業務（經營類電子商務）外資股比限制的通告》（簡稱「工信部196號文」）的公佈，以「暴風科技」為代表的紅籌股回歸現象，都給VIE架構帶來變局。 本文從VIE架構的產生背景出發，梳理其發展狀況，釐清其概念，歸納其特點，分析其所涉法律問題與風險，探討其監管設計，意圖使讀者對中國大陸協議控制下的可變利益實體架構這一法律現象有全面的把握。