IDEAS home Printed from https://ideas.repec.org/a/bla/joares/v56y2018i3p797-842.html
   My bibliography  Save this article

Shareholder Litigation and Corporate Disclosure: Evidence from Derivative Lawsuits

Author

Listed:
  • THOMAS BOURVEAU
  • YUN LOU
  • RENCHENG WANG

Abstract

Using the staggered adoption of universal demand (UD) laws in the United States, we study the effect of shareholder litigation risk on corporate disclosure. We find that disclosure significantly increases after UD laws make it more difficult to file derivative lawsuits. Specifically, firms issue more earnings forecasts and voluntary 8‐K filings, and increase the length of management discussion and analysis (MD&A) in their 10‐K filings. We further assess the direct and indirect channels through which UD laws affect firms' disclosure policies. We find that the effect of UD laws on corporate disclosure is driven by firms facing relatively higher ex ante derivative litigation risk and higher operating uncertainty, as well as firms for which shareholder litigation is a more important mechanism to discipline managers.

Suggested Citation

  • Thomas Bourveau & Yun Lou & Rencheng Wang, 2018. "Shareholder Litigation and Corporate Disclosure: Evidence from Derivative Lawsuits," Journal of Accounting Research, Wiley Blackwell, vol. 56(3), pages 797-842, June.
    • Handle: RePEc:bla:joares:v:56:y:2018:i:3:p:797-842
    DOI: 10.1111/1475-679X.12191
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/1475-679X.12191
    Download Restriction: no
    File URL: https://libkey.io/10.1111/1475-679X.12191?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Rogers, Jonathan L. & Van Buskirk, Andrew, 2013. "Bundled forecasts in empirical accounting research," Journal of Accounting and Economics, Elsevier, vol. 55(1), pages 43-65.
    2. Skinner, Dj, 1994. "Why Firms Voluntarily Disclose Bad-News," Journal of Accounting Research, Wiley Blackwell, vol. 32(1), pages 38-60.
    3. Marilyn F. Johnson & Ron Kasznik & Karen K. Nelson, 2001. "The Impact of Securities Litigation Reform on the Disclosure of Forward‐Looking Information By High Technology Firms," Journal of Accounting Research, Wiley Blackwell, vol. 39(2), pages 297-327, September.
    4. Francis, J & Philbrick, D & Schipper, K, 1994. "Shareholder Litigation And Corporate Disclosures," Journal of Accounting Research, Wiley Blackwell, vol. 32(2), pages 137-164.
    5. Thomas Chaney & David Sraer & David Thesmar, 2012. "The Collateral Channel: How Real Estate Shocks Affect Corporate Investment," American Economic Review, American Economic Association, vol. 102(6), pages 2381-2409, October.
    6. Marianne Bertrand & Sendhil Mullainathan, 2003. "Enjoying the Quiet Life? Corporate Governance and Managerial Preferences," Journal of Political Economy, University of Chicago Press, vol. 111(5), pages 1043-1075, October.
    7. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    8. Billings, Mary Brooke & Cedergren, Matthew C., 2015. "Strategic silence, insider selling and litigation risk," Journal of Accounting and Economics, Elsevier, vol. 59(2), pages 119-142.
    9. Gow, Ian D. & Larcker, David F. & Reiss, Peter C., 2016. "Causal Inference in Accounting Research," Research Papers 3393, Stanford University, Graduate School of Business.
    10. Nemit Shroff & Amy X. Sun & Hal D. White & Weining Zhang, 2013. "Voluntary Disclosure and Information Asymmetry: Evidence from the 2005 Securities Offering Reform," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 1299-1345, December.
    11. Tim Loughran & Bill Mcdonald, 2014. "Measuring Readability in Financial Disclosures," Journal of Finance, American Finance Association, vol. 69(4), pages 1643-1671, August.
    12. Irene Karamanou & Nikos Vafeas, 2005. "The Association between Corporate Boards, Audit Committees, and Management Earnings Forecasts: An Empirical Analysis," Journal of Accounting Research, Wiley Blackwell, vol. 43(3), pages 453-486, June.
    13. Christian Leuz & Catherine Schrand, 2009. "Disclosure and the Cost of Capital: Evidence from Firms' Responses to the Enron Shock," NBER Working Papers 14897, National Bureau of Economic Research, Inc.
    14. Suraj Srinivasan, 2005. "Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members," Journal of Accounting Research, Wiley Blackwell, vol. 43(2), pages 291-334, May.
    15. Gregory S. Miller, 2002. "Earnings Performance and Discretionary Disclosure," Journal of Accounting Research, Wiley Blackwell, vol. 40(1), pages 173-204, March.
    16. Agnes Cheng, C.S. & He Huang, Henry & Li, Yinghua & Lobo, Gerald, 2010. "Institutional monitoring through shareholder litigation," Journal of Financial Economics, Elsevier, vol. 95(3), pages 356-383, March.
    17. Yinghua Li & Liandong Zhang, 2015. "Short Selling Pressure, Stock Price Behavior, and Management Forecast Precision: Evidence from a Natural Experiment," Journal of Accounting Research, Wiley Blackwell, vol. 53(1), pages 79-117, March.
    18. Miguel A. Ferreira & Paul A. Laux, 2007. "Corporate Governance, Idiosyncratic Risk, and Information Flow," Journal of Finance, American Finance Association, vol. 62(2), pages 951-989, April.
    19. repec:hal:spmain:info:hdl:2441/75koqefued8i7pihbrl9u84p4u is not listed on IDEAS
    20. Bloomfield, Robert, 2008. "Discussion of "Annual report readability, current earnings, and earnings persistence"," Journal of Accounting and Economics, Elsevier, vol. 45(2-3), pages 248-252, August.
    21. Ian D. Gow & David F. Larcker & Peter C. Reiss, 2016. "Causal Inference in Accounting Research," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 477-523, May.
    22. Todd A. Gormley & David A. Matsa, 2014. "Common Errors: How to (and Not to) Control for Unobserved Heterogeneity," The Review of Financial Studies, Society for Financial Studies, vol. 27(2), pages 617-661.
    23. Waymire, G, 1985. "Earnings Volatility And Voluntary Management Forecast Disclosure," Journal of Accounting Research, Wiley Blackwell, vol. 23(1), pages 268-295.
    24. Ferris, Stephen P. & Jandik, Tomas & Lawless, Robert M. & Makhija, Anil, 2007. "Derivative Lawsuits as a Corporate Governance Mechanism: Empirical Evidence on Board Changes Surrounding Filings," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 42(1), pages 143-165, March.
    25. Beyer, Anne & Cohen, Daniel A. & Lys, Thomas Z. & Walther, Beverly R., 2010. "The financial reporting environment: Review of the recent literature," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 296-343, December.
    26. Schoenfeld, Jordan, 2017. "The effect of voluntary disclosure on stock liquidity: New evidence from index funds," Journal of Accounting and Economics, Elsevier, vol. 63(1), pages 51-74.
    27. Julie Cotter & Irem Tuna & Peter D. Wysocki, 2006. "Expectations Management and Beatable Targets: How Do Analysts React to Explicit Earnings Guidance?," Contemporary Accounting Research, John Wiley & Sons, vol. 23(3), pages 593-624, September.
    28. Bipin Ajinkya & Sanjeev Bhojraj & Partha Sengupta, 2005. "The Association between Outside Directors, Institutional Investors and the Properties of Management Earnings Forecasts," Journal of Accounting Research, Wiley Blackwell, vol. 43(3), pages 343-376, June.
    29. Karthik Balakrishnan & Mary Brooke Billings & Bryan Kelly & Alexander Ljungqvist, 2014. "Shaping Liquidity: On the Causal Effects of Voluntary Disclosure," Journal of Finance, American Finance Association, vol. 69(5), pages 2237-2278, October.
    30. Chuk, Elizabeth & Matsumoto, Dawn & Miller, Gregory S., 2013. "Assessing methods of identifying management forecasts: CIG vs. researcher collected," Journal of Accounting and Economics, Elsevier, vol. 55(1), pages 23-42.
    31. Schrand, Catherine M. & Zechman, Sarah L.C., 2012. "Executive overconfidence and the slippery slope to financial misreporting," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 311-329.
    32. Rogers, Jonathan L. & Van Buskirk, Andrew, 2009. "Shareholder litigation and changes in disclosure behavior," Journal of Accounting and Economics, Elsevier, vol. 47(1-2), pages 136-156, March.
    33. Amy P. Hutton, 2005. "Determinants of Managerial Earnings Guidance Prior to Regulation Fair Disclosure and Bias in Analysts' Earnings Forecasts," Contemporary Accounting Research, John Wiley & Sons, vol. 22(4), pages 867-914, December.
    34. Marianne Bertrand & Esther Duflo & Sendhil Mullainathan, 2004. "How Much Should We Trust Differences-In-Differences Estimates?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 119(1), pages 249-275.
    35. S. P. Kothari & Susan Shu & Peter D. Wysocki, 2009. "Do Managers Withhold Bad News?," Journal of Accounting Research, Wiley Blackwell, vol. 47(1), pages 241-276, March.
    36. Chen, Shuping & Matsumoto, Dawn & Rajgopal, Shiva, 2011. "Is silence golden? An empirical analysis of firms that stop giving quarterly earnings guidance," Journal of Accounting and Economics, Elsevier, vol. 51(1-2), pages 134-150, February.
    37. Qiang Cheng & Kin Lo, 2006. "Insider Trading and Voluntary Disclosures," Journal of Accounting Research, Wiley Blackwell, vol. 44(5), pages 815-848, December.
    38. Brochet, Francois & Srinivasan, Suraj, 2014. "Accountability of independent directors: Evidence from firms subject to securities litigation," Journal of Financial Economics, Elsevier, vol. 111(2), pages 430-449.
    39. Newman, P & Sansing, R, 1993. "Disclosure Policies With Multiple Users," Journal of Accounting Research, Wiley Blackwell, vol. 31(1), pages 92-112.
    40. Chen, Shuping & Matsumoto, Dawn & Rajgopal, Shiva, 2011. "Is silence golden? An empirical analysis of firms that stop giving quarterly earnings guidance," Journal of Accounting and Economics, Elsevier, vol. 51(1), pages 134-150.
    41. Boone, Audra L. & White, Joshua T., 2015. "The effect of institutional ownership on firm transparency and information production," Journal of Financial Economics, Elsevier, vol. 117(3), pages 508-533.
    42. Imbens,Guido W. & Rubin,Donald B., 2015. "Causal Inference for Statistics, Social, and Biomedical Sciences," Cambridge Books, Cambridge University Press, number 9780521885881, January.
    43. Li, Feng, 2008. "Annual report readability, current earnings, and earnings persistence," Journal of Accounting and Economics, Elsevier, vol. 45(2-3), pages 221-247, August.
    44. Feng Li, 2010. "The Information Content of Forward‐Looking Statements in Corporate Filings—A Naïve Bayesian Machine Learning Approach," Journal of Accounting Research, Wiley Blackwell, vol. 48(5), pages 1049-1102, December.
    45. Somnath Das & Kyonghee Kim & Sukesh Patro, 2012. "On the Anomalous Stock Price Response to Management Earnings Forecasts," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 39(7-8), pages 905-935, September.
    46. Skinner, Douglas J., 1997. "Earnings disclosures and stockholder lawsuits," Journal of Accounting and Economics, Elsevier, vol. 23(3), pages 249-282, November.
    47. Todd A. Gormley & David A. Matsa, 2011. "Growing Out of Trouble? Corporate Responses to Liability Risk," The Review of Financial Studies, Society for Financial Studies, vol. 24(8), pages 2781-2821.
    48. Field, Laura & Lowry, Michelle & Shu, Susan, 2005. "Does disclosure deter or trigger litigation?," Journal of Accounting and Economics, Elsevier, vol. 39(3), pages 487-507, September.
    49. Alvis K. Lo, 2014. "Do Declines in Bank Health Affect Borrowers’ Voluntary Disclosures? Evidence from International Propagation of Banking Shocks," Journal of Accounting Research, Wiley Blackwell, vol. 52(2), pages 541-581, May.
    50. Karthik Balakrishnan & John E. Core & Rodrigo S. Verdi, 2014. "The Relation Between Reporting Quality and Financing and Investment: Evidence from Changes in Financing Capacity," Journal of Accounting Research, Wiley Blackwell, vol. 52(1), pages 1-36, March.
    51. Ball, Ray & Jayaraman, Sudarshan & Shivakumar, Lakshmanan, 2012. "Audited financial reporting and voluntary disclosure as complements: A test of the Confirmation Hypothesis," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 136-166.
    52. Armstrong, Christopher S. & Guay, Wayne R. & Weber, Joseph P., 2010. "The role of information and financial reporting in corporate governance and debt contracting," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 179-234, December.
    53. Kim, Irene & Skinner, Douglas J., 2012. "Measuring securities litigation risk," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 290-310.
    54. Frost, Carol A., 1997. "Disclosure policy choices of UK firms receiving modified audit reports," Journal of Accounting and Economics, Elsevier, vol. 23(2), pages 163-187, July.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Christian Leuz & Peter D. Wysocki, 2016. "The Economics of Disclosure and Financial Reporting Regulation: Evidence and Suggestions for Future Research," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 525-622, May.
    2. Ying Huang & Ningzhong Li & Yong Yu & Xiaolu Zhou, 2020. "The Effect of Managerial Litigation Risk on Earnings Warnings: Evidence from a Natural Experiment," Journal of Accounting Research, Wiley Blackwell, vol. 58(5), pages 1161-1202, December.
    3. Hurwitz, Helen, 2017. "The understatement of large negative earnings news in managers’ annual guidance," Journal of Contemporary Accounting and Economics, Elsevier, vol. 13(2), pages 119-133.
    4. Bozanic, Zahn & Roulstone, Darren T. & Van Buskirk, Andrew, 2018. "Management earnings forecasts and other forward-looking statements," Journal of Accounting and Economics, Elsevier, vol. 65(1), pages 1-20.
    5. Albert Tsang & Yi Xiang & Miao Yu, 2023. "Cross‐border regulatory enforcement and corporate voluntary disclosure," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 50(3-4), pages 482-523, March.
    6. Guay, Wayne & Samuels, Delphine & Taylor, Daniel, 2016. "Guiding through the Fog: Financial statement complexity and voluntary disclosure," Journal of Accounting and Economics, Elsevier, vol. 62(2), pages 234-269.
    7. Yinghua Li & Liandong Zhang, 2015. "Short Selling Pressure, Stock Price Behavior, and Management Forecast Precision: Evidence from a Natural Experiment," Journal of Accounting Research, Wiley Blackwell, vol. 53(1), pages 79-117, March.
    8. Guojin Gong & Laura Y. Li & Jeff J. Wang, 2011. "Serial Correlation in Management Earnings Forecast Errors," Journal of Accounting Research, Wiley Blackwell, vol. 49(3), pages 677-720, June.
    9. Inder K. Khurana & Yinghua Li & Wei Wang, 2018. "The Effects of Hedge Fund Interventions on Strategic Firm Behavior," Management Science, INFORMS, vol. 64(9), pages 4094-4117, September.
    10. Qiang Cheng & Young Jun Cho & Jae B. Kim, 2021. "Managers’ pay duration and voluntary disclosures," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(7-8), pages 1332-1367, July.
    11. Mary Brooke Billings & Matthew C. Cedergren & Svenja Dube, 2021. "Does litigation change managers’ beliefs about the value of voluntarily disclosing bad news?," Review of Accounting Studies, Springer, vol. 26(4), pages 1456-1491, December.
    12. Stewart, Christopher R., 2023. "Appraisal rights and corporate disclosure during mergers and acquisitions," Journal of Accounting and Economics, Elsevier, vol. 75(1).
    13. Noh, Suzie & So, Eric C. & Weber, Joseph P., 2019. "Voluntary and mandatory disclosures: Do managers view them as substitutes?," Journal of Accounting and Economics, Elsevier, vol. 68(1).
    14. Beyer, Anne & Cohen, Daniel A. & Lys, Thomas Z. & Walther, Beverly R., 2010. "The financial reporting environment: Review of the recent literature," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 296-343, December.
    15. Schoenfeld, Jordan, 2017. "The effect of voluntary disclosure on stock liquidity: New evidence from index funds," Journal of Accounting and Economics, Elsevier, vol. 63(1), pages 51-74.
    16. Helen Hurwitz & Yan Sun, 2023. "Regulation Fair Disclosure and the timeliness of long‐horizon management forecasts," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 50(9-10), pages 1808-1835, October.
    17. Huilin Zhang & Xiaoran Ni & Qi Jin, 2023. "Litigating crashes? Insights from security class actions," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(3), pages 2935-2963, September.
    18. Jae B. Kim, 2016. "Accounting flexibility and managers’ forecast behavior prior to seasoned equity offerings," Review of Accounting Studies, Springer, vol. 21(4), pages 1361-1400, December.
    19. Nagar, Venky & Schoenfeld, Jordan, 2021. "Shareholder monitoring and discretionary disclosure," Journal of Accounting and Economics, Elsevier, vol. 72(1).
    20. Tuo, Ling & Rezaee, Zabihollah & Gao, Lei, 2024. "Is there a tradeoff between management earnings forecasts and sustainability reporting?," Global Finance Journal, Elsevier, vol. 59(C).

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:joares:v:56:y:2018:i:3:p:797-842. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: http://www.blackwellpublishing.com/journal.asp?ref=0021-8456 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.