A two-stage stock-financed merger occurs when an acquiring firm first issues shares, and then engages in a cash acquisition shortly afterward. Such deals allow us to test two important hypotheses derived from decoupling: by clienteles via segmentation and by time. The acquirer's value is maximized by selling shares to investors preferring to hold them, and use the raised cash to pay the target shareholders (the decoupling by clienteles hypothesis). Two-stage deals also provide an option to the acquirers by allowing them to decouple their own shares from the correlated target's shares by issuing at an earlier date and wait for good acquisition opportunities (the time decoupling hypothesis). We find empirical evidence in support of both hypotheses.

We examine how the shifting of legal liability between auditors and clients affects financial reporting quality. We exploit the state-level adoption and rejection of a common law doctrine, the Audit Interference Rule (AIR), which shifts legal liability between auditors and clients, while not affecting total legal liability. The likelihood of restatements declines following staggered rejections of the AIR that shift risk to clients. Path analysis indicates that audit fees increase following AIR rejections, suggesting that relatively greater liability exposure for clients leads to a greater demand for assurance services that, in turn, reduces the likelihood of restatements. We further find greater improvements in financial reporting quality following the rejections of the AIR among clients with higher litigation risk and larger clients. Broadly, we provide novel evidence that clients’ incentives relating to increased liability exposure appear to dominate auditors’ disincentives relating to decreased liability exposure on financial reporting quality. Data Availability: Data are available from the public sources cited in the text.