The Effect of SEC Reviewers on Comment Letters and Financial Reporting Quality


Book Description

We examine whether the idiosyncrasy of individual employees of U.S. financial regulators contributes to inconsistent regulatory outcomes. Using a sample of SEC comment letters, we show that SEC reviewers' idiosyncratic style plays an economically and statistically significant role in explaining the cross-sectional variation in filing review outcomes, even after holding firm and disclosure attributes constant. We also show that the reviewer style is persistent across firms and time. Finally, we find that reviewers with a stricter style are associated with improved financial reporting quality. These findings suggest that individual SEC reviewers have significant influence on the SEC filing review process.




The Effect of Enforcement Transparency


Book Description

This paper studies the effect of the public disclosure of the Securities and Exchange Commission (SEC) comment-letter reviews (CLs) on firms' financial reporting. We exploit a major change in the SEC's disclosure policy: in 2004, the SEC decided to make its CLs publicly available. Using a novel dataset of CLs, we analyze the capital-market responses to firms' quarterly earnings releases following CLs conducted before and after the policy change. We find that these responses increase significantly after the policy change. These stronger responses partly occur while the review is still ongoing and persist on average for two years. Corroborating these results, we also document a set of changes that firms make to their accounting reports following CLs. Our results indicate that disclosure of regulatory oversight activities can strengthen public enforcement.







The Impact of SEC Comment Letters and Short Selling on the Demand for Audit Quality


Book Description

The Sarbanes-Oxley Act of 2002 (Section 408) requires the Securities and Exchange Commission (SEC) to conduct periodic reviews of financial statements and related disclosures for publicly traded firms. The reviews are documented in the form of comment letters issued to a company's management for failure to prepare financial statements in accordance with generally accepted accounting principles (GAAP). Short interest traders are considered to be the most sophisticated group of investors providing additional monitoring of firms in the market. In this dissertation, I examine the impact of SEC comment letters and short selling positions on the demand for audit quality by management of client firms. Prior studies have shown that comment letters provide a significant signal to SEC registrant companies and their auditors about noncompliance with GAAP and other SEC regulations. As auditors play a critical role in the filing process of a company, they also contribute to the receipt of comment letters by their clients. Additionally, they play a critical role in bridging the information gap between investors and the firm. I examine the impact of two types of monitoring mechanisms, regulatory and market-based, on the subsequent demand for audit quality by management of client firms. More specifically, I examine whether the release of the comment letter combined with short selling activity (1) influences auditor's efforts reflected in increased audit fees, (2) leads to subsequent auditor resignation/dismissal due to inability to provide demanded high quality audits, (3) triggers downward changes in discretionary accrual, (4) decreases likelihood of restatements, (5) leads to issuance of material weaknesses opinion, and lastly (6) decreases the likelihood of the PCAOB (Public Company Accounting Oversight Board) inspection deficiencies. Based on the sample of unique comment letters from years 2005 through 2015 and the information on the short interest positions, I find varying level of support for the tested hypothesis. Overall, the results are generally consistent across the proxies used to measure audit quality. Hence, they indicate that both monitoring mechanisms have an impact on the demand for higher quality audits. These findings are robust to controls for client and auditor characteristics.




Styles of Regulators


Book Description

Security regulations are enforced by SEC staff members. Conceptually, the regulations are to be uniformly enforced despite personal differences among SEC enforcers. We offer evidence to the contrary. Using the SEC's comment letters as our setting, we find that SEC staff members exhibit unique personal “styles.” The effects of their personal styles on firms' remediation costs, the contents of SEC comment letters, and the quality of firms' financial reporting are surprisingly large. We manually collect information on SEC staff members. Our results demonstrate that female staff members are generally tougher reviewers and that CPA qualification matters. Overall, our study offers evidence that SEC staff members exhibit individual differences, and their styles shape firms' financial reporting.




SEC Comment Letters


Book Description

This paper is the first study to demonstrate strong informational content and economic significance associated with the issuance of SEC comment letters. Access to comment letters, for forensic accountants and investors, is a relatively recent phenomenon and little research has focused on the impact the letters have on security pricing. We construct a “red flag” forensic metric to examine the information content in SEC comment letters and analyze market performance surrounding the issuance event. The metric consists of five models that are developed to screen for and identify financial reporting problems. We document that SEC comment letters contain salient information about a firm's financial condition, valuation, and future performance that is not only consistent with “red flags” but is apparently overlooked by investors and other financial statement users. Although the letters themselves do not evaluate the merits or investment potential associated with any reported transaction, they do reflect significant industry, accounting and disclosure expertise. We conclude that comment letters are a useful but unrecognized source of independent expert opinion regarding the quality of a firm's financial reports.




The SEC Review of Earnings Conference Calls


Book Description

The Securities and Exchange Commission (SEC) reviews companies' mandatory filings and issues comment letters to ensure compliance with applicable financial reporting requirements. We explore the nature, determinants, and consequences of SEC comment letters that refer to information disclosed in voluntary earnings conference calls. First, we provide a rich descriptive analysis of the subject and format of conference call disclosures targeted by the SEC. Next, we document that conference call comment letters are more likely when filing reviews are more complex and conference calls are informative; these comment letters are less likely when SEC staff are resource-constrained. We find that factors associated with overall regulatory scrutiny and firm visibility are not strong drivers of SEC attention to conference calls. In terms of consequences, we find that comment letters referencing calls are associated with higher-quality reviews, and we observe higher remediation costs for these letters. Finally, we show that relative to the typical filing review process, SEC use of conference call disclosures leads to more changes in firms' future mandatory disclosures along with an increase in overall information asymmetry.




Does the SEC's Oversight Affect the Accounting Quality of Newly-public Companies?


Book Description

This dissertation examines whether the U.S. Security and Exchange Commission's (SEC) oversight of public companies financial reporting affects accounting quality. I investigate whether the SEC's regulatory oversight during the initial public offering (IPO) process subsequently affects accounting quality. I examine various attributes of the SEC's IPO comment letter process, and expect that increasing severity of the process is associated with higher post-IPO accounting quality. I find that only certain attributes of the IPO comment letter process are associated with post-IPO accounting quality, and find limited evidence that increasing severity of the process is associated with post-IPO accounting quality. I further examine whether the SEC's oversight of public companies' periodic financial reporting affects accounting quality. I investigate various attributes of the SEC's Form 10-K comment letter process for firms receiving their first SEC comment letter review of their Form 10-K, and I expect that increasing severity in the comment letter process is associated with higher post-review accounting quality. I find only limited associations between attributes of the 10-K comment letter process and post-review accounting quality, and cannot conclude that increasing severity in the process is associated with higher post-review accounting quality.







SEC Reporting


Book Description

This title clarifies new, difficult, and important reporting and disclosure requirements for SEC Reporting. You'll learn: The latest SEC developments and hot buttons. How to apply regulations S-X, S-K, and other SEC guidance. How to prepare and review financial statements and their related disclosures. It includes AS 3101, The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion.