Knowledge that Transforms

One of the prime responsibilities of the board of directors is to understand and oversee its firm's risk profile. We exploit a recent European Union (EU) regulation, the General Data Protection Regulation (GDPR), as a quasi‐exogenous shock to the cyber risk landscape to assess whether boards of US firms changed their focus and governance structures to deal with this new challenge. The GDPR encompasses a sweeping set of regulations aimed at protecting EU citizens from unwanted uses of their personal Internet data. Although an EU regulation, the GDPR applies to all US public firms with at least one EU user. Adopting a difference‐in‐differences methodology, we use firms that already fall under a US data privacy regulation as a control group and find that boards of treated US firms, on average, increase their focus on cyber risk, add more directors with cyber/IT expertise, and more frequently assign cyber risk oversight to the board or to a board committee. In cross‐sectional tests, we show that these changes are positively associated with a firm's ex ante cyber risk, but are unrelated to whether a firm had a large EU presence, suggesting a more global reaction to the GDPR. In addition, we examine some of the consequences of these board changes. We find boards that promptly responded by changing their board focus, expertise, and monitoring assignment of cyber risk around the passage of GDPR had fewer future cyberattacks/data breaches and less related media attention. Our findings suggest that, on average, American corporate boards promptly responded to changes in the cyber risk environment in ways that reduced their firms' overall future cyber risk. Our results have implications for the efficacy and flexibility of US corporate boards to respond to unexpected changes in risk.

This study examines whether and how firms' voluntary forward‐looking nonfinancial disclosure, specifically their corporate social responsibility (CSR) disclosure, is associated with the intensity of product market competition (PMC). Despite the importance of the proprietary cost argument in explaining corporate disclosure incentives, there is little empirical evidence of the relationship between firms' proprietary cost concerns and their voluntary nonfinancial disclosure decisions. Using a reduction in industry‐level import tariffs as an exogenous shock to competition intensity, we find that the likelihood, frequency, and length of stand‐alone CSR reports decrease in response to heightened PMC. We also find that higher PMC intensity is associated with a reduced likelihood of CSR disclosure with external assurance, CSR disclosure in accordance with the Global Reporting Initiative guidelines, and CSR disclosure integrated with financial statements. Our results are robust to multiple alternative measures of PMC—namely, the level of nonprice competition, product similarity, and managers' perceptions of competition. Further analysis suggests that firms facing intense competition tend to commit more resources to advertising activities after reducing their CSR disclosure, presumably to mitigate the effect of this reduction. Overall, our findings suggest that proprietary cost concerns reduce firms' incentive to report their competition‐sensitive CSR activities.

This study examines how information about a corporation's tax minimization activities and primary operations jointly influence investor behavior. Prior research identifies fear of investor backlash as a primary curb on corporations' tax minimization. However, evidence for such reactions remains mixed. Drawing on the psychological framework of legitimacy theory, we predict and find that the interaction between operations‐level validity and tax‐level propriety influences investor behavior. For companies with lower perceived validity in their primary operations, perceived improper tax minimization elicits strong negative reactions from investors, while proper tax minimization partially compensates for a lack of validity. Conversely, companies with greater perceived operational validity are mostly insulated from negative reactions to tax strategies deemed improper. Thus, management concerns over the reputational risks of tax minimization may be misplaced in some contexts, as companies whose primary operations are more valued by society may be afforded more leeway in their tax strategies.

Although firms are encouraged by the SEC and Department of Justice to conduct internal investigations following financial misconduct, prior research finds few benefits for investigating firms. This study examines a novel aspect of internal investigations—namely, whether the investigation is conducted by independent versus nonindependent teams—and explores the impact of these teams on investigation outcomes. Consistent with our predictions, we find that firms whose internal investigations are led by independent teams are more likely to retain external advisors, have a higher likelihood of CEO turnover, and face a lower likelihood of an SEC enforcement action than do firms whose investigations are led by nonindependent teams. Our findings demonstrate that the SEC grants enforcement leniency to firms that conduct an internal investigation, but this finding only holds when the investigation leader is considered independent. These results also suggest that appointing independent groups to lead internal investigations protects the firm, at the expense of the CEO, following accounting fraud. Our paper has important implications for researchers studying accounting irregularities as we are the first to show that independent board members and external advisors play a direct role in the resolution of financial misconduct through their job on the internal investigation team.

Literature to date reveals relatively little about the role of expertise in auditor selection beyond basic preferences for Big 4 and industry specialist auditors. We hypothesize that audit committees whose members have no Big 4 auditing experience are likely to struggle when interviewing prospective Big 4 partners, leading such committees to draw on superficial, heuristic cues in lieu of conducting more substantive evaluations. To test this prediction, we obtain independent ratings of the facial attractiveness of audit partners identified from Form AP filings recently mandated by the US PCAOB. Our primary finding is that audit committees with no Big 4–experienced members are more likely to favor partners whose photographs raters view to be highly attractive. We characterize attractiveness as a superficial attribute for auditor selection because we detect no relation between attractiveness and accruals‐ or restatement‐based measures of financial reporting quality for audit committees with one or more Big 4–experienced members. We do find an inverse association between attractiveness and financial reporting quality for committees without this experience, likely reflecting the statistical implication of a selection bias. We conclude that auditing expertise mitigates the influence of superficial considerations in auditor selection, enabling audit committees to fulfill their stewardship role more effectively.

We study executive equity contributions to nonqualified deferred compensation plans, which consist of the election to defer part or all of the executive's annual base salary and other cash pay into the company's stock. These transactions provide executives with an alternative channel to purchase shares in the firm while benefiting from an affirmative defense against illegal insider‐trading allegations. Using a large sample of executive equity deferrals over 2000–2014, we find evidence that executives use these transactions as a means to acquire the company's stock during blackout windows. Consistent with the conjecture that deferrals can benefit from lower litigation costs that inhibit insider trades before the release of corporate news, we also find that the deferred amounts are significantly higher (lower) before the disclosure of good (bad) earnings news. These results suggest that executives can use equity deferrals to circumvent Rule 10b5 trading restrictions and generate significant returns through the timing and content of corporate disclosures around these transactions. Together, our evidence supports the recent concerns that executives might be engaging in strategic information releases around Rule 10b5 transactions.

Knowledge is key to success in the modern business landscape. Firms invest billions of dollars every year in knowledge management systems, which commonly use artificial intelligence to allow within‐firm knowledge transfer to occur automatically. Despite this investment, these systems often fall short of producing expected results. Using psychology theory on goal dilution, we argue that a potential cause of the failure is that the prospect of knowledge transfer has a negative effect on knowledge creation. We further propose a mechanism to mitigate that effect. Specifically, we predict that the negative effect of knowledge transfer on knowledge creation will be mitigated when the linkages among firm‐ and unit‐level goals are communicated. We conduct an experiment and find that while, as predicted, the prospect of knowledge transfer has a negative effect on knowledge creation when the linkages among firm‐ and unit‐level goals are not communicated, it has the predicted positive effect when the linkages among firm‐ and unit‐level goals are communicated due to increased goal congruence. Additional analyses provide support for our underlying theories. Our results suggest that firms can adopt and communicate strategic performance measurement systems to improve the knowledge creation in a firm.

We examine the determinants and consequences of the severity of executive compensation clawbacks. As one of the most substantial, prolonged, and controversial proposals to reform executive compensation, clawback rules recently regained the SEC's focus. We construct an intuitive clawback severity score and find that clawbacks are considerably heterogeneous and not homogenous as assumed in the literature. Our determinants analyses suggest that clawback severity is increasing in firms with greater board effectiveness and with higher cash and stock awards in director compensation. In contrast, higher director stock option compensation and more powerful CEOs attenuate the severity of clawbacks. The consequences analyses indicate that while severe clawbacks deter financial restatements, management circumvents severe clawbacks by reducing R&D expenses to avoid earnings decreases. One consistent finding throughout our analyses is that the associations are entirely driven by more severe clawbacks. However, we observe that the financial reporting benefits of severe clawbacks can be diminished by the dynamics in the boardroom. Our study extends extant clawback literature, makes a timely contribution to the SEC's decision to reinitiate discussion on clawbacks, and informs various stakeholders interested in the efficacy of clawbacks. Finally, our clawback score can be used to evaluate clawback policies.

Because of clear economic links among industry peers, prior work has focused on documenting industry peer effects in various settings. Yet, while links also exist among firms in the same geographic area, few studies document geographic peer effects. We fill this gap by examining whether there are geographic peer effects in management earnings forecasts. We find that the likelihood that a firm voluntarily provides an earnings forecast is sensitive to the extent to which other firms in the same geographic area provide earnings forecasts. This geographic peer effect in forecasting is stronger for firms with greater exposure to local institutional investors, and when firms do forecast, liquidity improves more when a larger fraction of their geographic peers forecast. Furthermore, we use instrumental variable techniques to help alleviate the concern that these geographic peer effects are driven by omitted local economic factors that can lead firms to make similar disclosure decisions. Overall, our findings suggest that geographic peer effects in disclosure choices arise in part due to firms responding to capital market incentives created by local investors. Our study, therefore, contributes to the literature by documenting a unique dimension of forecasting decisions.

Adopting a Lakatosian perspective, this paper asks whether management accounting (MA) research using institutional theory can be described as a degenerative or progressive research program. Motivated by similar critical debates about the larger institutional research program in organization studies, I map the evolution of institutional research on MA with an eye to its theoretical contributions to the accounting literature as well as this larger research program. I conclude that this body of research has offered important, progressive extensions to the accounting literature and, to a lesser extent, the larger institutional research program. However, there is also evidence of many MA scholars using institutional theory in ways that produce degenerative tendencies. These degenerative tendencies are, in large part, due to the persistent proclivity of researchers to place overly one‐sided emphasis on the role of either human agency or preexisting institutions in explaining the process of (de‐)institutionalization and may, at worst, cause functionalist assumptions to be smuggled back into institutional analyses in ways that threaten the hard core of the institutional research program. I discuss how these tendencies can be rectified in future research and how institutional research on MA can be further developed.