Corporate Governance and Accounting Scan PDF

CORPORATE GOVERNANCE AND
ACCOUNTING SCANDALS*
ANUP AGRAWAL and SAHIBA CHADHA
University of Alabama HSBC, New York
Abstract
This paper empirically examines whether certain corporate governance mechanisms
are related to the probability of a company restating its earnings. We examine a
sample of 159 U.S. public companies that restated earnings and an industry-size
matched sample of control firms. We have assembled a novel, hand-collected data
set that measures the corporate governance characteristics of these 318 firms. We
find that several key governance characteristics are unrelated to the probability of a
company restating earnings. These include the independence of boards and audit
committees and the provision of nonaudit services by outside auditors. We find that
the probability of restatement is lower in companies whose boards or audit committees
have an independent director with financial expertise; it is higher in companies in
which the chief executive officer belongs to the founding family. These relations are
statistically significant, large in magnitude, and robust to alternative specifications.
Our findings are consistent with the idea that independent directors with financial
expertise are valuable in providing oversight of a firm’s financial reporting practices.
I. Introduction
Recent accounting scandals at prominent companies such as Enron,

HealthSouth, Tyco, and Worldcom appear to have shaken the confidence of
investors. In the wake of these scandals, many of these companies saw their
equity values plummet dramatically and experienced a decline in the credit
ratings of their debt issues, often to junk status. Many of these firms were
For helpful comments, we thank George Benston, Matt Billett, Richard Boylan, Mark Chen,
Jeff England, Jeff Jaffe, Chuck Knoeber, Sudha Krishnaswami, Scott Lee, Florencio Lopez-
de-Silanes, Luann Lynch, N. R. Prabhala, Yiming Qian, David Reeb, Roberta Romano, P. K.
Sen, Mary Stone, Per Stromberg, and Anand Vijh; seminar participants at New York University,
the University of Alabama, the University of Cincinnati, the University of Iowa, the University
of New Orleans, the University of Virginia, Wayne State University, the New York Stock
Exchange, and the U.S. Securities and Exchange Commission; and conference participants at
Georgia Tech, the University of Virginia Law School, Vanderbilt University, the 2003 American
Law and Economics Association meetings, and the 2004 American Finance Association meet-
ings. Special thanks are due to Austan Goolsbee (the editor) and to an anonymous referee for
detailed comments and helpful suggestions. Gregg Bell and Bin Huangfu provided able research
assistance. Agrawal acknowledges financial support from the William A. Powell, Jr., Chair in
Finance and Banking.
[Journal of Law and Economics, vol. XLVIII (October 2005)]

䉷 2005 by The University of Chicago. All rights reserved. 0022-2186/2005/4802-0016$01.50
371
372 the journal of law and economics
forced to file for Chapter 11 bankruptcy protection from creditors. Revelations

about the unreliability of reported earnings continue to mount, as evidenced
by an alarming increase in the frequency of earnings restatements by firms
in the last few years. The widespread failure in financial reporting has largely
been blamed on weak internal controls. Worries about accounting problems
are widely cited as a reason for the stock market slump that followed these
scandals.1
Four major changes have taken place following these scandals. First, the
nature of the audit industry has changed. Three of the Big 4 audit firms have
either divested or publicly announced plans to divest their consulting busi-
nesses.2 Second, Arthur Andersen, formerly one of the Big 5 audit firms, has
gone out of business. Third, in July 2002, President George W. Bush signed
the Sarbanes-Oxley Bill (also known as the Corporate Oversight Bill) into
law. This law imposes a number of corporate governance rules on all public
companies with stock traded in the United States. Finally, in November 2003,
the New York Stock Exchange (NYSE) and NASDAQ adopted an additional
set of corporate governance rules that apply to most companies with stock
listed on these markets. The American Stock Exchange (AMEX) joined in
with similar rules in December 2003.
Among their many provisions, the new law and the stock market rules
together require that the board of a publicly traded company be composed
of a majority of independent directors and that the board’s audit committee
consist entirely of independent directors and have at least one member with
financial expertise. They also impose restrictions on the types of services
that outside auditors can provide to their audit clients.
These wide-ranging legislative and regulatory changes were adopted in
response to the widespread outcry that followed these scandals.3 But Bengt
Holmstrom and Steven Kaplan argue that while parts of the U.S. corporate
governance system failed in the 1990s, the overall system performed quite
well.4 They suggest that the risk now facing the U.S. governance system is
the possibility of over-regulation in response to these extreme events. A
company typically reveals serious accounting problems via a restatement of
its financial reports. As of now, there is no systematic empirical evidence
1
See, for example, E. S. Browning & Jonathan Weil, Burden of Doubt: Stocks Take a
Beating as Accounting Worries Spread beyond Enron, Wall St. J., January 30, 2002, at A1.
2
This process began before the scandals but gathered steam after the scandals broke.
3
See, for example, Jeanne Cummings, Jacob M. Schlesinger, & Michael Schroeder, Securities
Threat: Bush Crackdown on Business Fraud Signals New Era—Stream of Corporate Scandals
Causes Bipartisan Outrage, Wall St. J., July 10, 2002, at A1; Susan Milligan, House OK’s
Tough Action against Fraud: Public Anger Fuels a Fast Response on Corporate Crime, Boston
Globe, July 17, 2002, at A1; and N.Y. Times, O’Neil Condemns Corporate Scandals, June 24,
2002, at C2.
4
Bengt Holmstrom & Steven N. Kaplan, The State of U.S. Corporate Governance: What’s
Right and What’s Wrong? 15 J. Applied Corp. Fin. 8 (2003).
accounting scandals 373
on the effectiveness of these governance provisions in avoiding such restate-

ments. This paper is a step in that direction.
We empirically investigate the relation between certain corporate gover-
nance mechanisms and the likelihood of a company having a serious ac-
counting problem, as evidenced by a misstatement of its earnings. The specific
corporate governance issues that we analyze are board and audit committee
independence, the use of independent directors with financial expertise on
the board or audit committee, conflicts of interest faced by outside auditors
providing consulting services to the company, membership of independent
directors with large blockholdings on the board or audit committee, and the
influence of the chief executive officer (CEO) on the board.
To our knowledge, this is the first empirical study to analyze the relation
between corporate governance mechanisms and the incidence of earnings
restatements. Prior studies examine the relation between corporate gover-
nance mechanisms and either earnings management5 or Securities and Ex-
change Commission (SEC) enforcement actions for violations of generally
accepted accounting principles, or GAAP.6 Our paper extends the literature
on the relation between corporate governance and earnings management in
two ways. First, unlike earnings management, which most firms might engage
in routinely to varying degrees, a misstatement of earnings is a rare and
serious event in the life of a company. As Zoe-Vonna Palmrose and Susan
Scholz point out, a restatement can trigger an SEC investigation, lead to
replacement of top executives, and result in the firm being significantly
penalized by investors.7 Many restating firms subsequently end up in bank-
ruptcy. Second, the measurement of earnings management is an academic
construct; there is no “smoking gun” that shows that earnings were indeed
manipulated by managers. On the contrary, a misstatement of earnings is
essentially a direct admission by managers of past earnings manipulation.
Our paper also extends the literature on the relation between corporate
governance and SEC enforcement actions for GAAP violations. Examining
a sample of misstatements of earnings, rather than focusing only on SEC
enforcement actions, provides a larger sample of cases in which earnings
were manipulated. Given its limited staff and resources, the SEC obviously
cannot pursue all the cases in which earnings were manipulated. Rather, it
is likely to focus its enforcement effort on egregious violations and high-
5
For example, April Klein, Audit Committee, Board of Director Characteristics, and Earnings
Management, 33 J. Acct. Econ. 375 (2002).
6
For example, Mark S. Beasley, An Empirical Analysis of the Relation between the Board
of Director Composition and Financial Statement Fraud, 71 Acct. Rev. 433 (1996); and Patricia
M. Dechow, Richard G. Sloan, & Amy Sweeney, Causes and Consequences of Earnings
Manipulation: An Analysis of Firms Subject to Enforcement Actions by the SEC, 13 Contemp.
Acct. Res. 1 (1996).
7
Zoe-Vonna Palmrose & Susan Scholz, The Circumstances and Legal Consequences of Non-
GAAP Reporting: Evidence from Restatements, 21 Contemp. Acct. Res. 139 (2004).
profile cases that are likely to generate more publicity and so have greater
deterrent effects.
We analyze a sample of 159 U.S. public companies that restated their
earnings in the years 2000 or 2001 and an industry-size matched control
sample of 159 nonrestating firms. We have assembled a unique, hand-
collected data set that contains detailed information on the corporate gov-
ernance characteristics of these 318 firms. Our sample includes restatements
by prominent firms such as Abbott Laboratories, Adelphia, Enron, Gateway,
Kroger, Lucent, Rite-Aid, Tyco, and Xerox. We find no relation between the
probability of restatement and board independence, audit committee inde-
pendence or auditor conflicts. But we find that the probability of restatement
is significantly lower in companies whose boards or audit committees include
an independent director with financial expertise; it is higher in companies in
which the CEO belongs to the founding family.
The remainder of this paper is organized as follows. Section II discusses
the issues. Section III briefly reviews prior studies. Section IV provides details
of the sample and data and describes the stock price reaction and medium-
term abnormal returns around restatement announcements. Section V inves-
tigates the relation between corporate governance mechanisms and the like-
lihood of restatement. Section VI analyzes firms’ choice of putting a financial
expert on the board. Section VII examines the issue of incidence versus
revelation of accounting problems. Section VIII concludes.
II. Issues
We discuss the relation between the likelihood of restatement and inde-
pendence of boards and audit committees in Section IIA, financial expertise
of boards and audit committees in Section IIB, auditor conflicts in Section
IIC, the CEO’s influence on the board in Section IID, and other governance
mechanisms in Section IIE.
A. Independence of Boards and Audit Committees

Independent directors are believed to be better able to monitor managers.8
Firms with boards that are more independent also have a lower incidence of
accounting fraud and earnings management.9 Both the Sarbanes-Oxley Act
and the recent stock market rules on corporate governance assume that outside
directors are more effective in monitoring management.
8
See, for example, Michael S. Weisbach, Outside Directors and CEO Turnover, 20 J. Fin.
Econ. 431 (1988); John W. Byrd & Kent A. Hickman, Do Outside Directors Monitor Managers?
Evidence from Tender Offer Bids, 32 J. Fin. Econ. 195 (1992); and James A. Brickley, Jeffrey
S. Coles, & Rory L. Terry, Outside Directors and the Adoption of Poison Pills, 35 J. Fin.
Econ. 371 (1994).
9
See, for example, Beasley, supra note 6.; Dechow, Sloan, & Sweeney, supra note 6; and
Klein, supra note 5.
The primary purpose of the board’s audit committee is to oversee the

financial reporting process of a firm. The committee oversees a company’s
audit process and internal accounting controls. In 1999, the Blue Ribbon
Committee sponsored by the NYSE and NASDAQ made recommendations
about the independence of audit committees. In response, the NYSE started
requiring each firm to have an audit committee comprised solely of inde-
pendent directors, while NASDAQ required only that independent directors
comprise a majority of a firm’s audit committee. AMEX strongly recom-
mended but did not require firms to have independent audit committees. By
December 2003, all three stock markets started requiring each listed firm to
have an audit committee with all independent directors. April Klein finds a
negative relation between audit committee independence and earnings man-
agement.10 This finding is consistent with the idea that a lack of independence
impairs the ability of boards and audit committees to monitor management.
On the other hand, audit committees of corporate boards are typically not
very active. They usually meet just a few (two or three) times a year. There-
fore, even if the committee is comprised of independent directors, it may be
hard for a small group of outsiders to detect fraud or accounting irregularities
in a large, complex corporation in such a short time. Consistent with this
idea, Mark Beasley finds no difference in the composition of the audit com-
mittee between samples of fraud and no-fraud firms.11 Similarly, even though
a typical board meets more frequently (usually about six to eight times a
year) than the audit committee, it has a variety of other issues on its agenda
besides overseeing the financial reporting of the firm. The board is responsible
for issues such as the hiring, compensation, and firing of the CEO and
overseeing the firm’s overall business strategy, including its activity in the
market for corporate control. So it is possible that even a well-functioning,
competent, and independent board may fail to detect accounting problems
in large firms. Accordingly, Sonda Chtourou, Jean Bedard, and Lucie Cour-
teau find no significant relation between board independence and the level
of earnings management.12 A third possibility is that inside directors on the
board and the audit committee can facilitate oversight of potential accounting
problems by acting as a channel for the flow of pertinent information.13 We
examine the relation between the independence of boards and audit com-
mittees and the likelihood of earnings restatement by a firm.
10
Klein, supra note 5.
11
Beasley, supra note 6.
12
Sonda M. Chtourou, Jean Bedard, & Lucie Courteau, Corporate Governance and Earnings
Management (Working paper, Univ. Laval 2001).
13
See, for example, Eugene F. Fama & Michael C. Jensen, Separation of Ownership and
Control, 26 J. Law & Econ. 301 (1983); and April Klein, Firm Performance and Board Com-
mittee Structure, 41 J. Law & Econ. 275 (1998).
B. Financial Expertise of Boards and Audit Committees

In addition to independence, the accounting and financial expertise of
members of boards and audit committees has also received widespread at-
tention from the media and regulators. By the end of 2003, all major U.S.
stock markets (NYSE, NASDAQ, and AMEX) started requiring that all mem-
bers of the audit committee be financially literate and that at least one member
have financial expertise. The rules assume that members with no experience
in accounting or finance are less likely to be able to detect problems in
financial reporting. On the other hand, given the relatively short time that
boards and audit committees spend reviewing a company’s financial state-
ments and controls, it is not clear that even members with expertise can
discover accounting irregularities. Alternatively, the presence of a member
with financial expertise can lead other members to become less vigilant. If
the member with expertise is not effective in monitoring (perhaps because
not enough time is spent monitoring), the board or audit committee may
actually be less effective. We examine the relation between the financial
expertise of boards and audit committees and the likelihood of earnings
restatement by a firm.
C. Auditor Conflicts
The external audit is intended to enhance the credibility of the financial
statements of a firm. Auditors are supposed to verify and certify the quality
of financial statements issued by management. However, over the last several
decades, a substantial and increasing portion of an accounting firm’s total
revenues have been derived from consulting services of various kinds. Pro-
vision of these nonaudit services can potentially hurt the quality of an audit
by impairing auditor independence because of the economic bond that is
created between the auditor and the client.
With the revelation of accounting problems in increasing numbers of prom-
inent companies, potential conflicts of interest generated by the lack of auditor
independence have received widespread scrutiny from the media. The buildup
of public pressure has led to a major overhaul in the audit industry. Following
the criminal indictment of Arthur Andersen, many large accounting firms
have either divested or have publicly announced plans to divest their con-
sulting businesses. Recent regulations on accounting reform have also ad-
dressed this issue. One of the key provisions of the Sarbanes-Oxley Act of
2002 addresses concerns regarding auditor independence by restricting the
types of nonaudit services that an auditor can offer to its audit client.14 Richard
Frankel, Marilyn Johnson, and Karen Nelson find an inverse relation between
14
Sarbanes-Oxley Act of 2202, 107 P.L. No. 204, 116 Stat. 745 (tit. II, Auditor Independence).
auditor independence and earnings management.15 We extend their study by

analyzing the relation between auditor independence and earnings restate-
ments.
Auditors have long resisted calls to refrain from providing consulting and
business services to their audit clients. Auditors argue that providing con-
sulting services to audit clients increases their knowledge and understanding
of the client’s business, which leads to improvement in the quality of their
audits. To shed some light on this issue, we examine the relation between
auditor conflicts and the likelihood of a firm restating earnings.
D. Chief Executive Officer’s Influence on the Board

A CEO’s influence on the board can reduce the board’s effectiveness in
monitoring managers. The greater a CEO’s influence on the board, the less
likely the board is to suspect irregularities that a more independent board
may have caught. Concerns about a CEO’s influence on the board have led
the NYSE to propose that each board have a nominating or corporate gov-
ernance committee that is comprised solely of independent directors. The
NYSE views board nominations to be among the more important functions
of a board and concludes that independent nominating committees can en-
hance the independence and quality of nominees. However, it is possible that
even if a CEO is influential on the board, she is deterred from hindering the
board in its oversight by other control mechanisms such as the market for
corporate control, monitoring by large blockholders or institutions, or labor
market concerns.16 We examine the relation between the influence of the
CEO on the board and the likelihood of earnings restatement by a firm.
E. Other Governance Mechanisms

In addition to independence and financial expertise of boards and audit
committees, other governance mechanisms can also affect the likelihood of
a restatement by a firm. First, large outside blockholders have greater in-
centives to monitor managers.17 Similarly, independent directors with large
blockholdings on the board and audit committee also have greater incentives
15
Richard M. Frankel, Marilyn F. Johnson, & Karen K. Nelson, The Relation between
Auditors’ Fees for Non-audit Services and Earnings Management, 77 Acct. Rev. 71 (Suppl.
2002).
16
See, for example, Anup Agrawal & Charles R. Knoeber, Firm Performance and Mecha-
nisms to Control Agency Problems between Managers and Shareholders, 31 J. Fin. Quantitative
Anal. 377 (1996).
17
See, for example, Andrei Shleifer & Robert W. Vishny, Large Shareholders and Corporate
Control, 94 J. Pol. Econ. 461 (1986); Clifford G. Holderness & Dennis P. Sheehan, The Role
of Majority Shareholders in Publicly Held Corporations: An Exploratory Analysis, 20 J. Fin.
Econ. 317 (1988); and Anup Agrawal & Gershon N. Mandelker, Large Shareholders and the
Monitoring of Managers: The Case of Antitakeover Charter Amendments, 25 J. Fin. & Quan-
titative Analysis 143 (1990).
to monitor managers than do other independent directors. We examine

whether these mechanisms affect the likelihood of a restatement.
Finally, reputational capital is important for accounting firms given the
repeat nature of their business. The Big 5 accounting firms (Price-
WaterhouseCoopers, Ernst & Young, Arthur Andersen, Deloitte & Touche,
and KPMG) were long viewed as surrogates for audit quality. However, in
the wake of the recent accounting revelations and the demise of Arthur
Andersen, it is unclear whether Big 5 firms indeed provide higher-quality
audit services than other firms. We examine whether the probability of re-
statement is related to the use of Arthur Andersen or another Big 5 auditor.
III. Prior Studies on Earnings Restatements

As discussed in Section I, no prior study examines the relation between
corporate governance mechanisms and the likelihood of an earnings restate-
ment. A few studies examine the consequences of earnings restatements.
William Kinney and Linda McDaniel analyze the stock price reaction for a
sample of 73 firms that restated earnings between 1976 and 1985.18 They
find that, on average, stock returns are negative between issuance of erroneous
quarterly statements and its corrections. Mark Defond and James Jiambalvo
study the characteristics of a sample of 41 companies that restated their
earnings from 1977 to 1988.19 They find that restating companies had lower
earnings growth before the restatement and were less likely than firms in
their control sample to have an audit committee.
Palmrose, Vernon Richardson, and Scholz analyze the stock price reaction
for a sample of 403 restatements of quarterly and annual financial statements
announced during 1995–99.20 They find a significant mean (median) abnormal
return of about ⫺9.2 percent (⫺4.6 percent) over a 2-day announcement
period. The average stock price reaction is even larger than this to restate-
ments with an indication of management fraud, restatements with more ma-
terial dollar effects, and restatements initiated by auditors.
Kirsten Anderson and Teri Yohn examine a sample of 161 firms that
announced a restatement of audited annual financial statements over the
period 1997–99.21 They find a mean (median) stock price drop of 3.5 percent
(3.8 percent) over days (⫺3, ⫹3) around the announcement of a restatement;
for firms with revenue recognition problems, the drop is much bigger, about
18
William R. Kinney, Jr., & Linda S. McDaniel, Characteristics of Firms Correcting Pre-
viously Reported Quarterly Earnings, 11 J. Acct. Econ. 71 (1989).
19
Mark L. DeFond & James J. Jiambalvo, Incidence and Circumstances of Accounting Errors,
66 Acct. Rev. 643 (1991).
20
Zoe-Vonna Palmrose, Vernon J. Richardson, & Susan Scholz, Determinants of Market
Reactions to Restatement Announcements, 37 J. Acct. Econ. 59 (2004).
21
Kirsten L. Anderson & Teri L. Yohn, The Effect of 10-K Restatements on Firm Value,
Information Asymmetries, and Investors’ Reliance on Earnings (Working paper, Georgetown
Univ. 2002).
11 percent (8 percent). They also find an increase in bid-ask spreads upon

such announcements.
IV. Sample and Data

Section IVA describes our restatement and control samples, Section IVB
examines the stock price reaction to restatement announcements, Section
IVC presents medium-term abnormal stock returns for our restating and
control samples, Section IVD describes the source and measurement of our
corporate governance variables, and Section IVE describes the operating and
financial characteristics of our sample firms.
A. Earnings Restatements and Control Samples

We identify earnings restatements by searching the Lexis-Nexis news li-
brary using keyword and string searches. We searched for words containing
the strings “restat” or “revis.” We supplement this sample with keyword
searches from two other full-text news databases, Newspaper Source and
Proquest Newspapers. The restatement sample consists of restatements an-
nounced over the period from January 1, 2000, to December 31, 2001. We
choose this sample period because the data on audit and nonaudit fees (needed
to analyze auditor conflicts) are available only in proxy statements filed on
February 5, 2001, or later, after revised SEC rules on auditor independence.
We identify 303 cases of restatements of quarterly or annual earnings over
this 2-year period. Like Palmrose and Scholz, we only include misstatements
of earnings rather than restatements for technical reasons.22 Accordingly, we
exclude retroactive restatements required by GAAP for accounting changes
(such as from first-in-first-out to last-in-first-out) and subsequent events (such
as stock splits, mergers, and divestitures). We also exclude restatements in-
volving preliminary earnings announcements that do not get reflected in
published financial statements and cases in which a potential restatement was
announced but did not actually occur.
For each case, we tried to identify from news reports the specific accounts
restated, the number of quarters restated, original earnings, restated earnings,
and the identity of the initiator of the restatement. The restated accounts are
divided into core versus noncore accounts, following the work of Palmrose,
Richardson, and Scholz.23 Core accounts are accounts that affect the ongoing
operating results of a firm and include revenue, cost of goods sold, and
selling, general, and administrative expenses. Accounts that relate to one-
time items such as goodwill or in-process research and development represent
noncore accounts. We attempt to discern the magnitude of the restatement
22
Palmrose & Scholz, supra note 7.
23
Palmrose, Richardson, & Scholz, supra note 20.
by examining the number of quarters restated and the percentage and dollar
value change between originally reported and newly restated earnings.
For each restating firm, we obtain a control firm that (1) has the same
primary two-digit Standard Industrial Classification (SIC) industry code as
the restating firm, (2) has the closest market capitalization to the restating
firm at the end of the year before the year of announcement of the restatement,
and (3) did not restate its earnings in the 2 years prior to the date of the
restatement announcement by its matched firm. We assume that serious ac-
counting problems tend to be self-unraveling and force a firm to restate its
financial reports. Under this assumption, firms in our control sample do not
have an accounting problem.
Out of the initial sample of 303 restating firms identified from news reports,
216 firms are listed on Standard & Poor’s Compustat database. Out of those,
we were able to find a control firm for 185 firms.24 For each of these 185
restating firms, we tried to obtain detailed information on the nature and
characteristics of the restatement by reading the relevant SEC filings (Forms
10K, 10K-A, 10Q, and 10Q-A). For 10 firms, despite the initial news reports,
we could not find any indication of a restatement in these filings. We omitted
these 10 cases, which left us with a sample of 175 firms. Of these 175 pairs,
159 pairs of firms are listed on University of Chicago’s Center for Research
in Security Prices (CRSP) database and have proxy statements available. Our
final sample consists of these 159 pairs of firms.
Tables 1–3 present descriptive statistics of our sample of restating firms.
Table 1 shows that 25 of the restatements were initiated by regulators (21
of them by the SEC), 15 cases were initiated by the outside auditors, and
the remaining 119 cases were initiated by the companies themselves.25
Ninety-eight (62 percent) of the cases involved a restatement of one or more
of the core accounts, 56 (35 percent) involved noncore accounts, and five
cases involved both sets of accounts. A restatement usually involves a de-
crease in earnings from their originally reported levels. In our sample, this
was true in 130 cases. For 21 firms, earnings actually increased as a result
of the restatement. We could not ascertain the direction of change in earnings
in the remaining eight cases.
Table 2 shows that the median firm in the sample has been listed by CRSP
(that is, NYSE, AMEX, or NASDAQ) for about 8.7 years. The mean (median)
level of original earnings in our sample is about $35 million ($1.4 million);
on restatement, it drops to about ⫺$229 million (⫺$.4 million). The mean
24
For most of the remaining 31 firms, the data on market capitalization (needed to identify
control firms) are missing on Compustat.
25
Following Palmrose, Richardson, & Scholz, supra note 20, the last category includes 47
cases in which the identity of the initiator could not be determined from news reports and
Securities and Exchange Commission (SEC) filings.
TABLE 1
Frequency Distribution of Restating Firms
Initiated by N
Regulators:
SEC 21
Department of Justice 2
Comptroller of Currency 2
Auditor 15
Companya 119
Total 159
Accounts restated:
Core 98
Noncore 56
Mixed 5
Total 159
Restatements that:
Reduce earnings 130
Increase earnings 21
Have an unknown effect 8
Total 159
Note.—The sample consists of publicly traded U.S. com-

panies that restated their earnings during the years 2000 or 2001,
identified using three online databases: Lexis/Nexis News li-
brary, Newspaper Source, and Proquest Newspapers. SEC p
Securities and Exchange Commission.
a
Includes 47 cases in which the identity of the initiator could
not be determined from news reports and SEC filings.
(median) change in earnings is ⫺114 percent (⫺6 percent). The median

restatement involves 4 quarters of earnings.
Table 3 shows the industry distribution of our sample firms based on their
primary two-digit SIC code from Compustat. We further collapse all two-
digit SIC codes into 21 industries, following the classification used by Moon
Song and Ralph Walkling.26 Of the sample of 159 restating firms, 39 are in
the service sector, 26 are in financial services, and 21 are machinery man-
ufacturers. The remaining 73 firms are scattered across a wide range of
industries. There were no restatements by firms in the agriculture or hotel
businesses.
B. Stock Price Reaction to Restatement Announcements

We obtain stock returns for our sample firms and the stock market for
days ⫺1, 0, and ⫹1 from CRSP, where day 0 is the announcement date of
a restatement. The stock market return is defined as the value-weighted CRSP
index return. Section IVB1 discusses the stock price reaction to the an-
26
Moon H. Song & Ralph A. Walkling, The Impact of Managerial Ownership on Acquisition
Attempts and Target Shareholder Wealth, 28 J. Fin. & Quantitative Analysis 439 (1993).
TABLE 2
Descriptive Statistics of Restating Firms
Wilcoxon
Mean p-Value Median p-Value N
Firm age since
CRSP listing (years) 15.15 .00 8.67 .00 159
Original earningsa 34.89 .21 1.45 .00 152
Restated earningsa ⫺229.34 .42 ⫺.386 .67 155
Change in earningsb ⫺113.75% .22 ⫺6.42% .01 150
Absolute change in earnings 227.48% .02 38.61% .00 150
Number of quarters restated 5.03 .00 4 .00 157
Note.—The sample consists of publicly traded U.S. companies that restated their earnings during the
years 2000 or 2001, identified using three online databases: Lexis/ Nexis News library, Newspaper Source,
and Proquest Newspapers. CRSP p Center for Research in Security Prices.
a
The sum of net income for all quarters affected by the restatement in millions of dollars.
b
The sample excludes one firm with zero original earnings.
nouncement of restatements in our full sample, and Section IVB2 discusses

it for subsamples on the basis of the type of restatement.
1. Full Sample
We compute the abnormal return for firm i over day t as
eit p rit ⫺ rmt , (1)
where ri and rm are the stock return for firm i and the market, respectively.
The cumulative abnormal return for firm i over days (t1, t 2) is measured as
t2
CARit1,t 2 p 冘
tpt1
eit . (2)
The cumulative average abnormal return over days (t1, t 2) is measured as
n
冘 ip1 CARit1,t 2
CAAR t1,t 2 p , (3)
n
where n is the number of firms.
In first row of Table 4, the abnormal return (CAAR) over days (⫺1, ⫹1)
is ⫺5.6 percent. The CAAR over days (⫺1, 0) is ⫺4.2 percent. Both CAARs
are statistically significant at the 1 percent level in two-tailed tests. Clearly,
the market does not take a restatement of earnings lightly. The announcement
of a restatement presumably causes investors to reassess management’s cred-
ibility as well as future earnings and cash flows.
TABLE 3
Industry Distribution of Restating Firms
Industry and Two-Digit SIC Codes N

Agriculture (01–09) 0
Mining (10–14) 1
Construction (15–19) 3
Food and tobacco (20–21) 5
Textiles and apparel (22–23) 2
Lumber, furniture, paper, and print (24–27) 6
Chemicals (28) 7
Petroleum, rubber, and plastics (29–30) 2
Leather, stone, glass (31–32) 2
Primary and fabricated metals (33–34) 3
Machinery (35–36) 21
Transport equipment (37) 3
Instruments and miscellaneous manufacturing (38–39) 8
Transport, communications, and utilities (40–49) 12
Wholesale trade (50–51) 7
Retail trade (52–59) 11
Finance, insurance, and real estate (60–69) 26
Hotels and personal services (70–71) 0
Services (72–89) 39
Public administration and others (90–99) 1
Note.—The sample consists of publicly traded U.S. companies that

restated their earnings during the years 2000 or 2001; they were identified
using three online databases: Lexis/Nexis news library, Newspaper Source,
and Proquest Newspapers. SIC p Standard Industrial Classification.
2. Subsamples
In the rest of Table 4, we present the CAARs for five partitions of our
overall sample of earnings restatements based on the type of accounts in-
volved in a restatement, the identity of the initiator, the number of quarters
restated, the size of the absolute percentage change in earnings, and the
direction of change in earnings. Consistent with the findings of Palmrose,
Richardson, and Scholz, the announcement effect is worse for restatements
of core accounts than for noncore accounts.27 The CAAR over days (⫺1,
⫹1) for core restatements is a statistically significant (at the 1 percent level)
⫺7.8 percent; it is insignificant for noncore restatements. Restatements ini-
tiated by the company itself or by its auditors are bad news, with a statistically
significant CAAR of ⫺6 percent. Restatements initiated by regulators also
appear to be bad news, with a CAAR of about ⫺3.6 percent. While the
CAAR here is statistically insignificant, this may be due to the small size of
this subsample.
As expected, restatements involving large (greater than the sample median
value) changes in earnings are worse news (with a statistically significant
27
Palmrose, Richardson, & Scholz, supra note 20.
TABLE 4
Abnormal Stock Returns around Restatement Announcement
CAAR⫺1,0 (%) CAAR⫺1,⫹1 (%)

Mean Median Mean Median N
Full sample ⫺4.22** ⫺2.02** ⫺5.65** ⫺2.54** 119
Core p 0 ⫺1.46 ⫺0.20 ⫺2.15 ⫺.39 43
Core p 1 ⫺5.73** ⫺2.88** ⫺7.77** ⫺3.47** 73
p-value for differencea .131 .092 .097 .123
Initiated:
By regulatorsb ⫺4.55 ⫺2.88 ⫺3.56 ⫺.34 17
By companies or auditors ⫺4.08** ⫺1.68** ⫺6.01** ⫺2.58** 99
p-Value for differencea .936 .973 .719 .696
Quarters restated:
More than 4 ⫺1.08 ⫺.125 ⫺2.06 ⫺.41 35
4 or fewer ⫺5.53** ⫺2.43** ⫺7.45** ⫺3.44** 80
Restatements:c
Large ⫺5.82 ⫺2.41 ⫺8.59* ⫺4.69* 53
Small ⫺2.77* ⫺1.94* ⫺2.99 ⫺1.62 56
Earnings:
Increase .68 ⫺.02 ⫺3.99 ⫺2.40 14
Decrease ⫺4.92* ⫺2.43** ⫺6.02** ⫺2.54** 96
p-Value for difference .099 .245 .704 .841
Note.—The abnormal return for firm i over day t is computed as eit p (rit ⫺ rmt), where ri and rm are
the stock return for firm i and the Center for Research in Security Prices value-weighted index, respectively.
The cumulative abnormal return over days (t1, t2) is measured as
t2
CARt1,t2 p 冘
tpt1
eit.
The cumulative average abnormal return (CAAR) is the average of CARs across firms. The sample consists
of all companies with nonmissing stock returns out of the 159 publicly traded U.S. companies that restated
their earnings during the years 2000 or 2001.
a
The p-value shown under the means is based on the t-test for the difference between two independent
samples; the one shown under the medians is for the Wilcoxon test.
b
Regulators include the Department of Justice, the Comptroller of Currency, and the Securities and
Exchange Commission.
c
Large restatements are cases in which the absolute percentage change in earnings owing to restatement
is greater than the sample median value of 38.61%; the remaining cases are small restatements.
* Significantly different from zero at the 5% level in the two-tailed t-test (for the mean) or the Wilcoxon
test (for the median).
** Significantly different from zero at the 1% level in the two-tailed t-test (for the mean) or the Wilcoxon
test (for the median).
CAAR of ⫺8.6 percent) than smaller restatements (with an insignificant

abnormal return). On average, restatements involving fewer than four quarters
are bad news (with a significant CAAR of ⫺7.4 percent), but those involving
more quarters are not. This is because the magnitude of the earnings restated
(not shown in the table) is substantially bigger in the former group. Restate-
ments resulting in an earnings decrease are bad news, with a statistically
significant CAAR of ⫺6 percent. But even restatements that result in an
increase in earnings appear to be bad news, with a CAAR of about ⫺4
percent. While this CAAR is statistically insignificant, this may be due to

the small size of this subsample. The difference in abnormal returns between
the two groups in each partition is statistically insignificant at the 5 percent
level in two-tailed tests.
C. Medium-Term Abnormal Stock Returns

We next compute abnormal stock returns over a longer period, that is,
months (⫺24, ⫹12) around the announcement month (0) for our restatement
and control samples. For each month t over the interval (⫺24, ⫹12), we
estimate the following cross-sectional regression by ordinary least squares
for our sample of restating firms:
rit ⫺ rft p a t ⫹ b1t (rmt ⫺ rft ) ⫹ b 2t SMBt ⫹ b 3t HML t ⫹ b 4tUMDt ⫹ ␧it , (4)
where rit is the return (including dividends) on stock i over month t; rft is
the 1-month Treasury bill rate in month t; rmt is the month t return on the
value-weighted index of all NYSE, AMEX, and NASDAQ stocks; SMBt is
the small- minus big-firm return, that is, the average month t return on
portfolios of small-firm stocks minus the average month t return on portfolios
of large-firm stocks; HML t is the high minus low book/market firm return,
that is, the average month t return on portfolios of high book/market stocks
minus the average month t return on portfolios of low book/market stocks;
UMDt is the up minus down return, that is, the average month t return on
portfolios of stocks with high prior return over months (⫺12, ⫺2) minus the
average return on portfolios of stocks with low prior return; and ␧it is the
error term for stock i over month t. Stock returns for the sample firms are
obtained from CRSP, and returns on the four factors on the right-hand side
of equation (4) and on rft are obtained from Kenneth French’s Web site.28
The estimate of the intercept term, a t, from equation (4) measures the
average abnormal return for month t (AAR t) for the restating sample. We
then compute the cumulative average abnormal return over months (⫺24, s)
as
s
CAAR ⫺24, s p 冘
tp⫺24
AAR t . (5)
We next repeat this procedure on the control sample. This approach applies
the Ibbotson regression across time and securities (RATS) procedure to the
Carhart four-factor model.29 The Carhart model combines the Fama and
French three-factor model and the Jegadeesh and Titman price momentum
28
Kenneth French’s Web site (http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/data_
library.html).
29
Roger G. Ibbotson, Price Performance of Common Stock New Issues, 2 J. Fin. Econ. 235
(1975); Mark M. Carhart, On Persistence in Mutual Fund Performance, 52 J. Fin. 57 (1997).
factor.30 The RATS approach allows factor sensitivities to shift each month
in event time and has been used more recently by Anup Agrawal, Jeffrey
Jaffe, and Gershon Mandelker.31
Figure 1 plots the CAARs over months (⫺24, ⫹12) separately for our
samples of restating and control firms. Up until month ⫺4, the CAARs of
the restating sample fluctuate around zero. Starting in month ⫺3, the CAARs
start to decline, reaching a low of about ⫺17 percent in month ⫺1. This
pattern suggests leakage of information about accounting problems at these
firms and the consequent uncertainty among investors. The CAARs continue
to be negative until month ⫹3 (⫺10 percent). They recover after that and
hover around zero subsequently, as uncertainty is resolved and firms seem
to put accounting problems behind them. For the control sample, the CAARs
generally fluctuate around zero over the entire 3-year period.
D. Corporate Governance Variables

The variables measuring the independence and financial expertise of the
board and audit committees, the CEO’s influence on the board, and data on
auditors’ fees were hand collected from the latest proxy statement dated
before the announcement date of a restatement. We measure these variables
before the restatement announcement because firms may change the structure
of their board or audit committee or replace their CEOs after restating their
earnings.32 If the data on audit and nonaudit fees are not reported in that
proxy, we obtained them from the next year’s proxy statement because these
data were not required to be disclosed in proxy statements filed before Feb-
ruary 5, 2001.
We divide the board of directors into three groups: inside, gray, and in-
dependent directors. Inside directors are employees of the firm. Gray directors
are ex-employees, family members of the CEO, or outsiders who have a
business relationship with the company such as consultants, lawyers, bankers,
accountants, customers, suppliers, and other service providers. The remaining
directors are classified as independent. Directors with financial expertise are
those with a CPA, CFA, or experience in corporate financial management
(for example, as chief financial officer, treasurer, controller, or vice president
of finance). This definition is similar in spirit to what the SEC later adopted.
We measure a CEO’s influence on the board via dummy variables for
30
Eugene F. Fama & Kenneth R. French, Common Risk Factors in the Returns on Stocks
and Bonds, 33 J. Fin. Econ. 3 (1993); Narasimhan Jegadeesh & Sheridan Titman, Returns to
Buying Winners and Selling Losers: Implications for Stock Market Efficiency, 48 J. Fin. 65
(1993).
31
Anup Agrawal, Jeffrey F. Jaffe, & Gershon N. Mandelker, The Post-merger Performance
of Acquiring Firms: A Re-examination of an Anomaly, 47 J. Fin. 1605 (1992).
32
Sixteen of the 159 firms in our restatement sample had made another restatement an-
nouncement within the prior 2 years. Omitting these 16 firms from the sample has essentially
no effect on our results.
Figure 1.—Abnormal stock returns around restatement announcement
whether the CEO chairs the board (CEOCHAIR) and belongs to the founding
family (CEOFOUND). Following Anil Shivdasani and David Yermack, we
say that a CEO picks the board (CEOPB) if the CEO serves on the board’s
nominating committee or if the board has no such committee.33
We measure auditor conflicts via two variables: (1) the proportion of fees
paid to auditors for nonaudit services to total fees for audit and nonaudit
services (PNAUDFEE) and (2) a dummy variable for large (1$1 million)
nonaudit fees paid to auditors (LNAUDFEE). We attempt to assess the dif-
ference in audit quality via dummy variables for Big 5 accounting firms
(BIG5) and for Arthur Andersen (AA).
E. Other Control Variables

Data on control variables to measure firm size, profitability, growth rates,
and financial leverage are obtained from annual Compustat data files. We
present descriptive statistics of our samples of restating (control) firms in
panel A of Table 5. The median sales of these firms are about $348 ($326)
million. Their median market capitalization is about $205 ($210) million.
The median firm employs about 1,200 (1,000) people. Restating firms appear
to have significantly (both statistically and economically) worse median op-
erating performance to assets ratios (OPA) than control firms over the 2-year
period preceding the year of restatement. This suggests that a desire to boost
reported performance may have caused companies to adopt aggressive ac-
counting practices, from which they are later forced to retract. Both restating
and control firms have a median 4-year sales growth rate of around 15 percent.
Both groups seem to have moderate leverage. The median debt-to-asset ratio
is about .12 (.11) for restating (control) firms.
V. Governance Mechanisms and the Likelihood of Restatement

This section investigates the relation between corporate governance mech-
anisms and the likelihood of an earnings restatement. We discuss univariate
tests in Section VA, Pearson product-moment correlations in Section VB,
matched-pairs logistic regressions in Section VC, and robustness checks in
Section VD.
A. Univariate Tests
We examine differences between restating and control firms’ board struc-
tures in Section VA1, audit committees in Section VA2, the CEO’s influence
on the board in Section VA3, ownership structures in Section VA4, and
outside auditors in Section VA5.
33
Anil Shivdasani & David Yermack, CEO Involvement in the Selection of New Board
Members: An Empirical Analysis, 54 J. Fin. 1829 (1999).
1. Board Structure
We present measures of board structure for the restating and control sam-
ples in panel B of Table 5. The two groups of firms have similar board
structures. The median board size for restating (control) firms is 7 (8) mem-
bers. The median proportion of independent directors (PID) is about 71
percent in each sample. About 5 percent of the independent directors hold
5 percent or larger blocks of equity (PID5) in both groups. One striking
difference between the two groups is in the incidence of an independent
director with financial expertise (IDFE). The proportion of firms with at least
one such director is about 18 percent in restating firms; in control firms, this
proportion is more than twice as big (44 percent). This difference is statis-
tically significant at the 1 percent level in two-tailed tests.
2. Audit Committee
Panel C of Table 5 describes the board’s audit committee for our restating
and control samples. With the exception of one restating firm (Oil-Dry Com-
pany), each firm in both our samples has an audit committee. In many
respects, the structure of this committee is similar for the two groups of
firms. The median size of this committee is three members in each group.
The mean (median) proportion of independent directors on this committee
(PIDAUD) is about 94 percent (100 percent) in both groups. But there is
one striking difference between the two groups. The mean proportion of firms
whose audit committees include at least one independent director with fi-
nancial expertise (IDFEAUD) is about 15 percent for restating firms, while
it is 33 percent in control firms. This difference is statistically significant at
the 1 percent level in two-tailed tests. Audit committees of companies that
restate earnings are less likely to have an independent director with financial
expertise than are control firms.
3. Chief Executive Officer’s Influence on the Board

Restating and control firms appear very similar in the measurable degree
of influence that the CEO exerts on the board. Panel D of Table 5 shows
that the CEO chairs the board in about 64 percent (62 percent) of the restating
(control) firms. The CEO’s median tenure on the board is 5 (7) years in
restating (control) firms. The CEO belongs to the founding family in 26
percent (20 percent) of the firms in the two samples. The CEO appears to
pick board members in 80 percent (82 percent) of the firms in the two groups.
None of these differences are statistically significant.
4. Ownership Structure
Restating and control firms also appear to have similar ownership struc-
tures, as can be seen from panel E of Table 5. About 81 percent (84 percent)
TABLE 5
Descriptive Statistics of Restating and Control Firms
Mean Median
Variable Restate Control p-Valuea Restate Control p-Valueb N
A. General firm characteristics:
Firm size in year ⫺1:
Sales ($ millions) (SALES) 3,824 2,467 .089 348 326 .141 109
Total assets ($ millions) (ASSET) 4,219 3,724 .576 420 324 .019 135
Market value of equity ($ millions) (MCAP) 4,736 3,786 .321 205 210 .461 150
Firm value ($ millions) (FVALUE) 8,299 6,984 .350 595 468 .039 135
Number of employees (1,000s) (EMP) 13.3 9.99 .197 1.24 .953 .128 144
Operating performance:
OPA (⫺1) ⫺3.36% 3.33% .146 4.86% 9.39% .007 130
OPA (⫺2) ⫺5.23% 3.00% .223 8.57% 9.75% .069 129
OPA (⫺3) .04% ⫺3.07% .524 9.56% 9.14% .412 131
OPA ⫺3.06% 1.47% .315 6.65% 9.34% .028 128
Growth:
390
Sales growth rate (SGR) 25.33% 26.02% .920 15.64% 15.32% .920 105
Firm value/total assets (V/A) 2.65 2.67 .923 1.19 1.38 .206 135
Financial leverage:
Long-term debt/total assets (D/A) .189 .207 .509 .120 .107 .816 135
Long-term debt/firm value (D/V) .149 .142 .688 .074 .077 .638 135
B. Board structure:
Board size (BDSIZE) 7.94 8.29 .183 7 8 .126 159
Proportion of independent directors (PID) .691 .677 .409 .714 .714 .367 159
Board has independent director with financial
expertise p 1 if yes, 0 otherwise (IDFE) .184 .440 !.0001 0 0 !.0001 158
Proportion of independent directors who are 5%
blockholders (PID5) .047 .049 .784 0 0 .912 158
C. Audit committee:
Audit committee size (NAUD) 3.32 3.27 .586 3 3 .603 158
Proportion of independent directors (PIDAUD) .943 .941 .945 1 1 .547 158
Audit committee has independent director with
financial expertise p 1 if yes, 0 otherwise
(IDFEAUD) .152 .329 .0004 0 0 .0003 158
Proportion of independent directors on audit
committee who are 5% blockholders (PID5AUD) .043 .051 .670 0 0 .723 158
D. CEO’s influence on the board:
CEO chairs the board (CEOCHAIR) .639 .620 .748 1 1 .749 158
CEO tenure on board in years (CEOTENBD) 8.51 9.81 .196 5 7 .333 159
CEO belongs to the founding family p 1 if yes, 0
otherwise (CEOFOUND) .264 .195 .101 0 0 .102 159
CEO picks the board p 1 if CEO serves on
board’s nominating committee or the committee
does not exist, 0 otherwise (CEOPB) .799 .818 .649 1 1 .653 159
E. Ownership structure:
Proportion of equity owned by:
CEO (PCEO) .072 .080 .570 .012 .018 .229 150
Inside directors (PINS) .088 .114 .140 .019 .032 .040 150
Outside blockholder present (BLOCK) .811 .836 .529 1 1 .534 159
Number of outside blockholders (NBLOCK) 2.29 2.22 .723 2 2 .996 159
F. Outside auditor:
391
Arthur Andersen p 1 if auditor is AA, 0 otherwise

(AA) .126 .169 .251 0 0 .255 159
Big 5 firm p 1 if auditor is Big 5 firm, 0
otherwise (BIG5) .887 .899 .696 1 1 .703 159
Nonaudit fees/total fees (PNAUDFEE) .487 .504 .542 .507 .524 .341 105
Audit fee/sales # 100 2.006 .341 .228 .087 .063 .264 76
Total fees/sales # 100 2.273 .608 .239 .185 .179 .311 76
Nonaudit fees 1 $1 million p 1 if yes, 0 otherwise
(LNAUDFEE) .305 .267 .319 0 0 .455 105
Note.—The restatement sample consists of 159 publicly traded firms that restated their earnings during the years 2000 or 2001; these were identified using news
announcements reported in Lexis/Nexis, Newspaper Source, and Proquest Newspaper databases. Each restating firm is matched with a control firm that has the closest size
(market capitalization at the end of the fiscal year ended 1 year before the year of announcement of the restatement) from among all firms in its industry that did not restate
their earnings over the 2-year period before the announcement date of the restating firm. Firm value is the book value of total assets minus the book value of equity plus
the market value of equity. OPA(t) is the ratio of operating performance to assets for year t relative to the year of restatement, that is, the ratio of operating earnings to
total assets. OPA p [OPA(⫺3) ⫹ OPA(⫺2) ⫹ OPA(⫺1)]/3. Sales growth rate p [(Sales(⫺1)/Sales(⫺5)]1/4 ⫺ 1. CEO p chief executive officer.
a
For the matched pairs t-test (two-tailed).
b
For the Wilcoxon signed ranks test (two-tailed).
of the restating (control) firms have an outside blockholder (BLOCK) who

owns 5 percent or more of the outstanding equity. The median number of
outside blockholders (NBLOCK) is two in each group. The CEO owns a
median of 1.2 percent (1.8 percent) of the equity in restating (control) firms.
None of these differences are statistically significant at the 5 percent level.
Inside directors own a median of 1.9 percent and 3.2 percent of the equity
in the two groups of firms. This difference has a p-value of .04.
5. Outside Auditor
Restating and control firms also appear to be quite similar in terms of
observable characteristics of their outside auditor. The proportion of the two
groups of companies with a Big 5 firm as their auditor (BIG5) was about
89 percent and 90 percent, respectively; the proportion of companies audited
by Arthur Andersen was about 13 percent and 17 percent, respectively. Non-
audit fees comprised a median of about 51 percent (52 percent) of the total
fees of auditors (PNAUDFEE) in restating (control) companies. The median
ratio of audit fee to sales is about .09 percent (.06 percent) in restating
(control) firms. The median total fee-to-sales ratio is about .18 percent for
each group. About 30 percent of the restating firms and 27 percent of the
control group paid over $1 million in nonaudit fees to their outside auditors
(LNAUDFEE). None of these differences are statistically significant.
B. Correlations
Table 6 shows product-moment correlations among our main variables for
the pooled sample of restating and control firms. The incidence of restatement
(RESTATE) is lower in firms that have an independent director with financial
expertise on the board (IDFE) or on the audit committee (IDFEAUD). The
proportion of independent directors on the board (PID) is positively correlated
with the proportion of such directors on the audit committee (PIDAUD). The
value of PID is lower in firms in which the CEO belongs to the founding
family (CEOFOUND) and is negatively correlated with the proportion of
equity owned by the CEO. Not surprisingly, IDFE has a strong, positive
correlation (.82) with IDFEAUD.
Firms that have an independent 5 percent blockholder (BLOCK) have
boards that have larger proportions of such blockholders (PID5) and that are
less likely to be chaired by the CEO (CEOCHAIR). The value of PID5 is
positively correlated with the proportion of nonaudit fee paid to the outside
auditor (PNAUDFEE) and negatively correlated with prior 3-year operating
performance to assets ratios (OPA). Chief executive officers who chair the
board are likely to own a greater proportion of the outstanding equity (PCEO)
and more likely to belong to the founding family (CEOFOUND). The value
of PCEO is positively (negatively) correlated to CEOFOUND (BLOCK). In
addition, most of the variables are significantly correlated with firm size,
TABLE 6
Pearson Product-Moment Correlations
Variable PID IDFE PIDAUD IDFEAUD PID5 CEOCHAIR BLOCK CEOFOUND PCEO PNAUDFEE LEMP OPA
Incidence of restatement .04 ⫺.28** .01 ⫺.21** ⫺.01 .02 ⫺.03 .08 ⫺.02 .03 .12* ⫺.03
Proportion of independent directors on the board (PID) .10 .31** .05 .08 ⫺.06 .06 ⫺.16** ⫺.26** ⫺.06 .18** ⫺.06
Board has independent director with financial expertise
(IDFE) .07 .82** .003 ⫺.05 .06 .02 ⫺.01 .04 ⫺.14* ⫺.07
Proportion of independent directors on audit
committee (PIDAUD) .06 .09 ⫺.03 ⫺.001 .002 ⫺.06 ⫺.09 .09 .01
Audit committee has independent director with
financial expertise (IDFEAUD) .03 ⫺.06 .05 .01 ⫺.002 .03 ⫺.13* .04
Proportion of 5% independent blockholders on board
(PID5) ⫺.08 .19** .04 ⫺.08 .14** ⫺.21** ⫺.19**
CEO chairs the board (CEOCHAIR) ⫺.18** .22** .25** ⫺.08 .17** .11
Outside blockholder present (BLOCK) ⫺.04 ⫺.23** .11 ⫺.19** ⫺.11
CEO belongs to founding family (CEOFOUND) .34** ⫺.03 ⫺.11 ⫺.10
Proportion of equity owned by CEO (PCEO) .03 ⫺.16** ⫺.02
Nonaudit fee/total auditors’ fees (PNAUDFEE) ⫺.31** ⫺.06
ln(Employees in 1,000s) (LEMP) .42**
Note.—The sample consists of pooled observations on publicly traded U.S. companies that restated their earnings during the years 2000 or 2001 and an industry-size
matched sample of control firms that did not restate over the 2-year period prior to the announcement date of the matched restating firms. The sample size varies from 234
to 318 across the cells depending on the availability of data. OPA p Average ratio of operating performance to total assets for 3 years preceding the year of restatement
announcement. CEO p chief executive officer.
* Statistically significant at the 5% level in a two-tailed test.
** Statistically significant at the 1% level in a two-tailed test.
measured by the natural log of the number of employees (LEMP). All these
correlations are statistically significant at the 5 percent level in two-tailed
tests.
C. Matched-Pairs Logistic Regressions

Because we have a matched-pairs (rather than a random) sample, the
standard logistic regression is inappropriate. Instead, we use the matched-
pairs logistic regression.34 We estimate variants of the following model:
RESTATE p f (PID or PIDAUD, IDFE or IDFEAUD,
PID5, CEOCHAIR, BLOCK, CEOFOUND, (6)
PCEO, PNAUDFEE, LEMP, OPA).
The last two explanatory variables are control variables, while the remaining
variables are the corporate governance variables that we discussed in Section
VA. As discussed in Section II, the signs of most of these variables are
empirical issues, so we use the observed signs to interpret our results.
The top section of Table 7 shows estimates of four variants of equation
(6) for the full sample. The first two columns show estimates of models in
which we include the proportion of independent directors on the board (PID)
and the presence of an independent director with financial expertise (IDFE),
together with other governance and control variables. The third and fourth
columns show estimates of similar models in which we replace PID and
IDFE with the corresponding variables that describe the audit committee,
namely, PIDAUD and IDFEAUD. The table shows the marginal effect35 of
each explanatory variable, followed (in parentheses) by its p-value in two-
tailed tests.
The probability of restatement is lower in firms whose boards or audit
committees include an independent director with financial expertise (IDFE
or IDFEAUD);36 it is higher in firms in which the CEO belongs to the
founding family. These relations are both statistically and economically sig-
nificant. Firms whose boards (audit committees) include an independent di-
34
For a detailed exposition of this technique, see David W. Hosmer & Stanley Lemeshow,
Applied Logistic Regression (2d ed. 2000). The results are similar when we use the usual
(nonmatched pairs) logistic procedure, so they are not reported in a table.
35
For a continuous explanatory variable, the marginal effect is computed as the partial
derivative of outcome probability with respect to the differenced variable, evaluated at the
means of other differenced variables. For a binary explanatory variable, the marginal effect is
computed as the difference between two cases in the probability of the restating firm being
classified correctly out of a given pair of firms. In the first case, each explanatory variable
takes the same value for the two firms. In the second case, the explanatory dummy variable
of interest takes the values of one and zero for the restating and control firms, respectively,
and each of the other variables takes the same value for the two firms.
36
The results are similar when we use the proportion, rather than the incidence, of such
directors on the board and the audit committee.
TABLE 7
Matched-Pairs Logistic Regressions of Incidence of Restatement
Independent Variable (1) (2) (3) (4)

Full sample:
PID .07 (.78) .18 (.54)
IDFE ⫺.32 (.00) ⫺.30 (.00)
PIDAUD .14 (.65) .05 (.89)
IDFEAUD ⫺.25 (.00) ⫺.21 (.04)
PID5 .35 (.37) .24 (.59) .38 (.34) .23 (.62)
CEOCHAIR .03 (.64) .06 (.52) .02 (.77) .09 (.35)
BLOCK .01 (.90) ⫺.03 (.81) ⫺.03 (.77) ⫺.03 (.77)
CEOFOUND .34 (.01) .30 (.02)
PCEO ⫺.27 (.51) ⫺.31 (.48)
Nonaudit fees/total fees .32 (.15) .36 (.11)
ln (Employees in 1,000s) .05 (.07) .06 (.10) .06 (.06) .06 (.11)
OPA ⫺.23 (.09) ⫺.18 (.32) ⫺.17 (.19) ⫺.21 (.27)
p-Value for likelihood ratio test .000 .006 .007 .069
Max rescaled R2 .308 .344 .202 .256
N (pairs) 120 82 119 81
Sample with earnings increase cases omitted:
PID ⫺.18 (.54) .02 (.93)
IDFE ⫺.36 (.00) ⫺.38 (.00)
PIDAUD ⫺.07 (.82) ⫺.13 (.74)
IDFEAUD ⫺.29 (.00) ⫺.29 (.02)
PID5 .37 (.39) .27 (.53) .35 (.42) .21 (.67)
CEOCHAIR ⫺.01 (.89) ⫺.04 (.79) ⫺.03 (.76) .01 (.92)
BLOCK ⫺.07 (.53) ⫺.22 (.12) ⫺.09 (.40) ⫺.17 (.20)
CEOFOUND .43 (.01) .36 (.03)
PCEO ⫺.22 (.56) ⫺.27 (.53)
Nonaudit fees/total fees .38 (.09) .47 (.07)
ln (Employees in 1,000s) .08 (.01) .08 (.05) .08 (.02) .07 (.09)
OPA ⫺.29 (.03) ⫺.23 (.18) ⫺.18 (.16) ⫺.21 (.27)
p-Value for likelihood ratio test .000 .002 .002 .034
Max rescaled R2 .392 .462 .274 .345
N (pairs) 100 66 99 65
Note.—The dependent variable is RESTATE; it equals one for restating firms and zero for control firms.
Independent variables are as defined in Table 6. The sample consists of publicly traded U.S. companies
that restated their earnings during the years 2000 or 2001 and an industry-size matched sample of control
firms that did not restate their earnings over the 2-year period before the announcement date of the restating
firm. Each cell shows the marginal effect of the explanatory variable followed (in parentheses) by its p-
value in a two-tailed test. For a continuous explanatory variable, the marginal effect is computed as the
partial derivative of outcome probability with respect to the differenced variable, evaluated at other dif-
ferenced variable means. For binary explanatory variables, the marginal effect is computed as the difference
between two cases in the probability of the restating firm being classified correctly out of a given pair of
firms. In the first case, each explanatory variable takes the same value for the two firms. In the second
case, the explanatory dummy variable of interest takes the value of one and zero for the restating and
control firms, respectively, and each of the other variables takes the same value for the two firms. CEO p
chief executive officer.
rector with financial expertise are about .31 (.23) less likely than other firms
to restate earnings. Similarly, firms in which the CEO belongs to the founding
family are about .32 more likely to restate.37 None of the other variables is
statistically significant.
37
For a more detailed analysis of managers’ incentives to misreport financial information,
see Natasha Burns & Simi Kedia, The Impact of Performance-Based Compensation on Mis-
reporting, J. Fin. Econ. (in press, 2005).
In the bottom section, we present the corresponding results for the sub-
sample where we exclude restatements that result in an increase in earnings.
While investors tend to get nervous any time there is an indication of “funny
accounting” in a firm, restatements that result in an earnings increase are
arguably less serious than other restatements. While the sample size reduces,
the results essentially mirror those for the full sample, in terms of sign,
statistical significance, and magnitude of the coefficient estimates. One dif-
ference is that firm size seems to matter for this subsample: larger firms are
more likely to restate. Overall, these results are consistent with the idea that
the presence of an independent director with financial expertise on the board
or the audit committee helps companies avoid serious accounting problems
that can force them to restate earnings. Independent directors with financial
expertise appear to be valuable in providing oversight of a firm’s financial
reporting practices.
D. Robustness Checks
We next examine the robustness of our results in Section VC to several
potential issues: controls for other governance variables, inclusion of other
control variables, whether restatements denote a serious accounting problem,
the timing of measurement of the explanatory variables, and whether our
results are driven by technology firms, small firms, NYSE-listed firms, or by
the prior stock price performance of restating firms.
1. Other Governance Variables

We next examine whether the remaining corporate governance variables
discussed in Section II are related to the probability of a company restating
earnings. These variables include other measures of a CEO’s influence on
the board and dummies for Arthur Andersen, a Big 5 auditor, and large (1$1
million) nonaudit fees paid to auditors. When we add these variables to the
right-hand side of our logistic regressions in Table 7, none of them are
statistically significant; their addition does not change the main results found
earlier in Table 7. (These results are not shown in a table to save space.)
2. Other Control Variables

The logistic regressions reported in Table 7 control for firm size (measured
by number of employees) and prior operating performance. In results not
shown in a table, we also control for financial leverage and growth. Highly
levered firms may find it more difficult to raise external financing on rea-
sonable terms. As suggested by Dechow, Sloan, and Sweeney, the desire to
raise outside financing at low cost can lead firms to manipulate earnings in
the first place.38 We measure financial leverage as long-term debt divided by

either total assets or firm value. Similarly, the desire to sustain growth is
another reason that managers may resort to aggressive accounting practices
that lead to a restatement of earnings. So we also control for growth, which
is measured in two ways: prior 4-year sales growth rate and the ratio of firm
value to total assets measured 1 year before the announcement of a restate-
ment. None of these variables are significantly related to the probability of
restatement, and their inclusion does not change our basic results. We also
control for firm size using variables other than the number of employees,
such as sales, total assets, market capitalization, and firm value. The results
are similar to those shown in Table 7.
3. Is a Restatement a Serious Episode?

As discussed in Section IVA, our sample consists of generally more serious,
rather than technical, cases of restatements. Nevertheless, the sample includes
some cases in which firms restated owing to reasons that are arguably less
serious. One such group may be restatements triggered by the SEC’s adoption
of revenue recognition rules under Staff Accounting Bulletin 101.39 Our
sample contains eight such cases. Omitting them from the sample does not
change our main results in Table 7. The results are also quite similar when
we omit restatements involving noncore accounts in addition to Staff Ac-
counting Bulletin 101 cases.
4. Timing of Measurement of the Explanatory Variables

In the logistic regressions in Section VC, the governance (as well as
control) variables are measured during the year before the announcement of
the restatement rather than before the beginning date of the accounting prob-
lems that led the company to restate earnings. The difficulty in using the
latter approach is that the beginning date of the accounting problems is
unknown in most cases, even ex post. What is known, however, is the earliest
time period for which earnings were restated. One approach to address this
issue is to use the beginning date of this period as a proxy for the date that
the accounting problems first began. Out of our sample of 159 restating firms,
in 109 companies the announcement of a restatement came within a year
following the earliest year restated. For this subsample, our governance and
control variables are measured as of the year before the first year restated
38
Dechow, Sloan, & Sweeney, supra note 6.
39
Revenue Recognition in Financial Statements, Securities and Exchange Commission, Staff
Accouting Bulletin No. 101, 17 C.F.R. 211 (1999). Although Brian Rountree finds that, on
average, stock prices decline on the announcement of such restatements also. See Brian Roun-
tree, The Response to Changes in Revenue Recognition Rules (Working paper, Univ. North
Carolina 2003).
or during that year. We reestimate our Table 7 regressions for this subsample.
The results are essentially unchanged.
5. Technology Firms versus Other Firms

For reasons discussed in Section IVA, our sample consists of restatements
announced during 2000 and 2001. This is a relatively short time period that
coincides with the crash of technology stocks in March 2000 and its aftermath.
This raises the possibility that our sample may be dominated by technology
stocks and, consequently, our results may not be representative of restate-
ments in general. Fifty of the 159 firms in our sample are technology firms.40
An additional two firms are Internet firms.41
We thus examine whether our results are driven by restatements involving
technology and Internet firms, for which 2000 and 2001 was an unusual
period. We partition our sample of restatements into two groups: technology
and Internet firms versus other firms. We then reestimate the four models in
the top section of Table 7 separately for each subsample. The results are
generally similar to those in the top section of Table 7 for each subsample.
The coefficient estimate of IDFE or IDFEAUD is negative for each subsample
in all four models. For technology firms, it is statistically significant only in
models 1 and 3; for other firms, it is statistically significant in all four models.
The coefficient estimate of the CEOFOUND variable, which is only included
in models 2 and 4, is positive in both models for both subsamples; it is
statistically significant only for technology firms. The null hypothesis of
equality of the coefficients of IDFE, IDFEAUD, or CEOFOUND across the
two subsamples cannot be rejected at the 5 percent level in any of the four
models. (To save space, these results are not shown in a table.) This evidence
does not support the idea that our results are driven by technology and Internet
firms.
6. Small versus Large Firms

The benefit of an independent financial expert on the board or audit com-
mittee may be more important for smaller firms whose boards may otherwise
lack financial skill; the effect may be negligible in larger firms that already
have more sophisticated and knowledgeable boards. While the logistic re-
gressions in Table 7 control for firm size via the natural log of Employees
as well as several other variables (see Section VD2), that does not capture
40
We use the definition of technology stocks in Tim Loughran & Jay R. Ritter, Why Has
IPO Underpricing Changed over Time? 33 Fin. Mgmt. 5, app. 4 (2004), except that we add
the drug/biotechnology industry (SIC codes 2833, 2834, 2835, and 2836) to that list.
41
We identify Internet firms using the list in John R. M. Hand, Profits, Losses and the Non-
linear Pricing of Internet Stocks, app. A (Working paper, Univ. North Carolina 2000).
the differential effect of the IDFE or IDFEAUD variable for small and large
firms.
To examine this possibility, we partition our sample of restatements into
two groups. The small-firm subsample consists of firms with sales equal to
the sample median or lower; the large-firm subsample consists of the re-
maining firms. We then estimate separate logistic regressions similar to those
in the top section of Table 7 for each subsample. The coefficient estimate
of the IDFE or IDFEAUD variable is negative for both subsamples in all
four models. In models 1 and 3, this coefficient is statistically significant for
both small and large firms; in models 2 and 4, it is significant only for large
firms. The null hypothesis of equality of the coefficient between the two
subsamples cannot be rejected at the 5 percent level in any of the four models.
(To save space, these results are not shown in a table.) Our results do not
support the idea that independent financial expertise on the board or audit
committee matters only for small firms.
7. The Effect of Prior Stock Performance

As discussed in Section IVA, our control sample is matched on market
capitalization at the end of the year before the year of announcement of the
restatement. Figure 1 shows that over the 24 months before the announcement
month, the restating firms’ stocks perform worse than the control sample.
So at the time of matching, our control firms might be smaller than restating
firms on the basis of other measures of firm size.42 While the regressions in
the top section of Table 7 are robust to controls for various measures of firm
size (see Section VD2), we nonetheless examine whether these results are
sensitive to controlling for the average abnormal stock return (AAR) over
the prior 24 months.43 When we add AAR as an additional explanatory
variable in the logistic regressions of the top section of Table 7, its coefficient
is statistically insignificant. More important, there is essentially no change
in the sign, statistical significance, or magnitude of the coefficients of the
IDFE, IDFEAUD, or CEOFOUND variables. The results are similar when
we control for AAR over the prior 6 months instead of the prior 24 months.
(To save space, these results are not shown in a table.) Thus, our main result
in Table 7 is not sensitive to controlling for prior stock performance.
8. Is There a New York Stock Exchange Effect?

As discussed in Section IIA, over our sample period, only NYSE required
its listed firms to have completely independent audit committees. Conse-
42
There is some evidence of this in panel A of Table 5.
43
To measure average abnormal stork return (AAR) for each firm in our restating and control
samples, we estimate a time-series regression similar to equation (4) in Section IVC over
months (⫺24, ⫺1), except that the a and b terms now have subscripts i instead of t. The
estimate of the intercept term from this regression, ai, measures AAR for firm i.
quently, is the probability of restatement lower for firms listed on NYSE?

And does the negative relation between the probability of restatement and
IDFE or IDFEAUD disappear after we control for a potential NYSE effect?
The answer to both questions is “no.” When we add a binary dummy variable
for an NYSE-listed firm as an explanatory variable to the logistic regressions
in the top section of Table 7, the coefficient of the NYSE dummy is negative
but statistically insignificant, with p-values between .64 and .97. The sign,
statistical significance, and magnitude of the coefficient estimates of the
IDFE, IDFEAUD, and CEOFOUND variables are essentially unchanged. (To
save space, these results are not shown in a table.)
VI. Why Do Some Firms Put a Financial Expert on the Board?

Our most significant finding in Section V is that firms whose boards include
an independent financial expert are less likely to restate. This finding is
consistent with the idea that such directors are effective in providing oversight
of a firm’s financial reporting practices. A caveat that the paper shares with
most of the literature on corporate governance is that board structure, and
corporate governance mechanisms in general, are endogenous. While we do
not know of a good instrument for the choice of an independent financial
expert on the board, we provide an analysis of this choice.
First, small firms may benefit more from putting such an expert on the
board. Larger firms may already have more knowledgeable and sophisticated
boards. We use the natural logarithm of sales as a measure of firm size.
Second, such directors may be picked by better-managed firms, which are
less likely to have accounting problems. We use prior firm performance,
measured by the average ratio of operating performance to total assets (OPA)
or the average abnormal stock return (AAR) over the prior 3 years as alternate
measures of management quality.44
Third, high-growth firms are likely to have greater financial needs, which
requires financial expertise in the boardroom. We measure growth as the
geometric mean of sales growth rate (SGR) over years (⫺5, ⫺1). Fourth,
more leveraged firms are likely to have a greater need for external financing,
which requires boardroom financial expertise. We measure financial leverage
as D/V, the ratio of long-term debt to firm value. Fifth, firms that are more
capital intensive are likely to have a greater need for financial expertise on
the board. We use ASSET/Employees, the ratio of total assets to number of
employees, as a measure of capital intensity. Sixth, Randall Kroszner and
Philip Strahan argue that firms with greater stock volatility should have
greater asymmetric information problems in trying to obtain external finance,
44
To compute AAR, we estimate a time-series version of equation (4) in Section IVC, after
replacing the subscripts of the a and b terms by i instead of t. We estimate this regression for
each firm in the two samples over months (⫺36, ⫺1). The term AAR is the estimate of the
intercept term, a, from this regression.
TABLE 8
Logistic Regressions of the Incidence of a Financial Expert on the Board
Independent Variable (1) (2) (3) (4)

ln Sales ($ millions) ⫺.05 (.02) ⫺.03 (.06) ⫺.05 (.02) ⫺.03 (.07)
Prior 3-year OPA .28 (.19) .29 (.18)
Prior 3-year abnormal
stock return 2.37 (.04) 2.37 (.04)
SGR .003 (.96) ⫺.03 (.63) .006 (.93) ⫺.03 (.64)
D/V ⫺.09 (.63) .002 (.99) ⫺.09 (.65) .002 (.99)
Total assets per employee
($ millions) .03 (.10) .02 (.14) .03 (.10) .02 (.14)
Stock volatility over months
(⫺48, ⫺1) ⫺.57 (.20) ⫺1.01 (.03) ⫺.54 (.23) ⫺1.00 (.03)
Firm age from date of CRSP
listing (in months) .00 (.76) .00 (.95)
Board size .003 (.84) ⫺.004 (.74) .002 (.86) ⫺.005 (.74)
Intercept .67 (.42) 1.02 (.23) .65 (.44) 1.01 (.23)
p-Value for likelihood
ratio test .056 .050 .086 .081
Pseudo R2 .049 .049 .049 .049
N 228 234 228 234
Note.—The dependent variable is IDFE, which equals one for a company whose board has an independent
director with financial expertise and zero otherwise. Independent variables are as defined in Table 5. The
sample consists of publicly traded U.S. companies that restated their earnings during the years 2000 or
2001 and an industry-size matched sample of control firms that did not restate their earnings over the 2-
year period before the announcement date of the restating firm. The regressions are performed on the pooled
sample of firms. The cell for the intercept term shows the coefficient estimate. All other cells show the
marginal effect of the explanatory variable and are computed as partial derivatives of the outcome probability,
evaluated at other variable means. Values in parentheses are p-values for two-tailed tests. CRSP p Center
for Research in Security Prices.
which requires financial expertise.45 We measure stock volatility as js, the

standard deviation of stock returns over months (⫺48, ⫺1).
Seventh, younger firms, which tend to have greater financing needs, are
likely to have a greater need for financial expertise. We measure firm age
from the date of listing on CRSP. Finally, we control for board size in the
regression because larger boards are more likely to include a board member
of any type, including a financial expert, other things being the same. We
estimate the following logistic regression for our pooled sample of restating
and control firms:
IDFE p f (LSALES, OPA or AAR, SGR, D/V,
(7)
ASSET/Employees, js , Firm age, Board size).
Table 8 shows estimates of four variants of equation (7). The first two
models do not include the firm age variable, while the next two models do.
45
Randall S. Kroszner & Philip E. Strahan, Bankers on Boards: Monitoring, Conflicts of
Interest and Lender Liability, 62 J. Fin. Econ. 415 (2001).
We measure firm performance by OPA in models 1 and 3 and by AAR in

models 2 and 4. The table shows the marginal effect of each explanatory
variable, followed (in parentheses) by its p-value. The three variables that
are statistically significant are the natural log of sales, prior abnormal stock
return, and (in models 2 and 4) stock volatility. Consistent with our expec-
tations, smaller firms and firms with better prior stock performance are more
likely to put an independent financial expert on the board. The magnitudes
of these effects are nontrivial. A 1-standard-deviation increase in ln Sales
results in a reduction in the probability of incidence of an independent fi-
nancial expert on the board by .07 to .12, depending on the model. Similarly,
a 1-standard-deviation increase in AAR results in an increase of about .14
in the probability that the board will have an independent financial expert.
VII. Incidence versus Revelation of Accounting Problems

As discussed in Section IVA, our tests assume that serious accounting
problems tend to be self-unraveling and force a firm to revise its financial
statements. Under this assumption, a restatement is synonymous with the
incidence of a serious accounting problem. Relaxing this assumption poten-
tially complicates our analysis. A restatement can now be interpreted as bad
news for investors (by revealing that the company has accounting problems)
or as good news (by revealing that the company has decided to clean up its
problems).
While this is a common issue with any economic analysis of the causes
of crime, fraud, or insider trading, this issue is moot here for all the gov-
ernance variables that we find to be unrelated to the probability of a restate-
ment. But it is relevant for the negative relation that we find between this
probability and the presence of an independent financial expert on the board
or audit committee. Does our finding imply that such directors help companies
avoid serious accounting problems (perhaps by early intervention) or that
they help companies hide such problems? The latter interpretation does not
seem very likely. Independent directors lack incentives to aid the firm in
hiding an accounting problem for two reasons. First, unlike managers who
have their jobs (and the investment in firm-specific human capital that goes
with it) at stake in the firm, independent directors are not employed by the
firm and so do not have as much at stake. Second, they face substantial
liability46 and loss of reputational capital if they are caught helping the firm
hide a serious accounting problem. So independent directors have little to
gain and much to lose from aiding the firm in a cover-up scheme.
46
This liability is typically not covered by directors and officers’ liability insurance. These
policies usually exclude coverage for fraud.
VIII. Summary and Conclusions

Following accounting scandals at prominent companies such as Enron,
Worldcom, and Tyco, there has been a sweeping overhaul of regulations on
corporate governance. First, in July 2002, the United States adopted the
Sarbanes-Oxley Act, which applies to all public companies with stock traded
in the United States. Second, at the end of 2003, the NYSE, NASDAQ, and
AMEX all adopted new sets of corporate governance rules that apply to most
of their listed companies. Among their many provisions, the Sarbanes-Oxley
Act and the new stock market rules together require that a company’s board
have a majority of independent directors and that the board’s audit committee
consist entirely of independent directors, have at least one member with
financial expertise,47 and restrict the types of nonaudit services that the outside
auditor can provide. As of now, there is no systematic empirical evidence
on the effectiveness of these governance provisions in avoiding serious ac-
counting problems at companies, as manifested in a restatement of earnings.
This paper is a step in that direction.
We examine whether certain governance mechanisms are related to the
incidence of an earnings restatement by a firm. The corporate governance
issues that we analyze are independence of the board and audit committee,
use of an independent financial expert on the board or audit committee, use
of independent directors with large blockholdings on the board or audit
committee, conflicts facing outside auditors, and the CEO’s influence on the
board. We examine a sample of 159 U.S. public companies that restated
earnings in 2000 or 2001 and an industry-size matched sample of control
firms. We have assembled a novel, hand-collected data set measuring the
corporate governance characteristics of these firms.
We find that several key governance characteristics are essentially unrelated
to the probability of a company restating earnings. These include the inde-
pendence of boards and audit committees and the extent to which outside
auditors provide nonaudit services to a firm. Interestingly, the use of Arthur
Andersen or another Big 5 audit firm is also unrelated to this probability.
We find that the probability of restatement is significantly lower in companies
whose boards or audit committees include an independent financial expert;
it is higher in companies whose CEO belongs to the founding family. The
magnitudes of these relations are quite large. For a firm whose board (audit
committee) includes a financial expert, the probability of restating is about
.31 (.23) lower than that for a control firm without such a director, after
controlling for other things. Similarly, the probability of restatement is about
.32 higher in firms in which the CEO belongs to the founding family. These
47
The NYSE, AMEX, and NASDAQ now require their listed companies to have an inde-
pendent financial expert on the audit committee (and therefore on the board). The Sarbanes-
Oxley Act does not require this, but it requires a company to disclose annually whether its
audit committee includes such a member; if it does not, the company needs to explain why.
relations are robust to alternative specifications. Our findings are consistent

with the idea that independent directors with financial expertise are valuable
in providing oversight of a firm’s financial reporting practices.
Because our study requires data on auditor conflicts, our sample consists
of restatements announced during 2000 and 2001. This is a relatively short
period that coincides with the crash of technology stocks and its aftermath.
Our evidence in Section VD5 does not support the idea that our results are
driven by the one-third of the sample firms that are in technology and Internet
sectors. Nonetheless, whether our results are representative of the long run
is an open question that we leave for future research.
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CORPORATE GOVERNANCE AND

Recent accounting scandals at prominent companies such as Enron,

[Journal of Law and Economics, vol. XLVIII (October 2005)]

forced to file for Chapter 11 bankruptcy protection from creditors. Revelations

on the effectiveness of these governance provisions in avoiding such restate-

A. Independence of Boards and Audit Committees

The primary purpose of the board’s audit committee is to oversee the

B. Financial Expertise of Boards and Audit Committees

auditor independence and earnings management.15 We extend their study by

D. Chief Executive Officer’s Influence on the Board

E. Other Governance Mechanisms

to monitor managers than do other independent directors. We examine

III. Prior Studies on Earnings Restatements

11 percent (8 percent). They also find an increase in bid-ask spreads upon

IV. Sample and Data

A. Earnings Restatements and Control Samples

Note.—The sample consists of publicly traded U.S. com-

(median) change in earnings is ⫺114 percent (⫺6 percent). The median

B. Stock Price Reaction to Restatement Announcements

nouncement of restatements in our full sample, and Section IVB2 discusses

The cumulative average abnormal return over days (t1, t 2) is measured as

Industry and Two-Digit SIC Codes N

Note.—The sample consists of publicly traded U.S. companies that

CAAR⫺1,0 (%) CAAR⫺1,⫹1 (%)

CAAR of ⫺8.6 percent) than smaller restatements (with an insignificant

percent. While this CAAR is statistically insignificant, this may be due to

C. Medium-Term Abnormal Stock Returns

D. Corporate Governance Variables

E. Other Control Variables

V. Governance Mechanisms and the Likelihood of Restatement

3. Chief Executive Officer’s Influence on the Board

Arthur Andersen p 1 if auditor is AA, 0 otherwise

of the restating (control) firms have an outside blockholder (BLOCK) who

C. Matched-Pairs Logistic Regressions

Independent Variable (1) (2) (3) (4)

1. Other Governance Variables

2. Other Control Variables

the first place.38 We measure financial leverage as long-term debt divided by

3. Is a Restatement a Serious Episode?

4. Timing of Measurement of the Explanatory Variables

5. Technology Firms versus Other Firms

6. Small versus Large Firms

7. The Effect of Prior Stock Performance

8. Is There a New York Stock Exchange Effect?

quently, is the probability of restatement lower for firms listed on NYSE?

VI. Why Do Some Firms Put a Financial Expert on the Board?

Independent Variable (1) (2) (3) (4)

which requires financial expertise.45 We measure stock volatility as js, the

We measure firm performance by OPA in models 1 and 3 and by AAR in

VII. Incidence versus Revelation of Accounting Problems

VIII. Summary and Conclusions

relations are robust to alternative specifications. Our findings are consistent

Carhart, Mark M. “On Persistence in Mutual Fund Performance.” Journal

ings Management.” Journal of Accounting and Economics 33 (2002):

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