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The enactment of the Sarbanes-Oxley Act (SOX) of 2002 established several reforms to improve corporate governance and financial reporting practices for companies listed in US capital markets. Given the important role played by foreign firms in US capital markets, the present article discusses the early effects of SOX's regulation on foreign firms. Country- and firm-level data provide a descriptive analysis of the characteristics and trends in material weakness in internal controls reporting for firms cross-listed on US exchanges. The discussion includes a description of the implementation timeline of Section 404 for foreign issuers and compares some of these characteristics to reports from US firms. Understanding the characteristics of cross-listed firms, as well as country-specific qualities, is important to auditors and managers as they strive to maintain audit quality and improve internal control practices and corporate governance. This information is beneficial to regulators as these characteristics could have implications in the evaluation of foreign firms' compliance with Section 404 requirements.
Designed specifically for Sarbanes-Oxley Section 404 compliance, How to Comply with Sarbanes-Oxley Section 404 features: A step-by-step approach to engagement performance Original material from a leading expert in auditing and accounting Practice aids, including forms, checklists, illustrations, diagrams, and tables In-depth explanations to help professionals understand how best to approach the internal control engagement Examples and action plans providing blueprints for implementing requirements of the Act Order your copy today!
This paper focuses on a sample of 261 companies that have disclosed at least one material weakness in internal control in their SEC filings after the effective date of the Sarbanes-Oxley Act of 2002. Based on the descriptive material weakness disclosures provided by management, we find that poor internal control is usually related to an insufficient commitment of resources for accounting controls. Material weaknesses in internal control tend to be related to deficient revenue recognition policies, lack of segregation of duties, deficiencies in the period-end reporting process and accounting policies, and inappropriate account reconciliation. The most common account-specific material weaknesses occur in the current accrual accounts, such as the accounts receivable and inventory accounts. Material weakness disclosures by management also frequently describe internal control problems in complex accounts, such as the derivative and income tax accounts. In our statistical analysis, we find that disclosing a material weakness is positively associated with business complexity (e.g., multiple segments and foreign currency), negatively associated with firm size (e.g., market capitalization), and negatively associated with firm profitability (e.g., return on assets).
By examining two different modes of internal control and the fundamentals of risk management, this book analyses the role of internal control in financing, investment, profit distribution, and corporate strategies through China's experience. In doing so, it confirms the effectiveness and superiority of internal control over operation and management. The book compares the various internal control methods used in China and the USA, namely, operation and management-oriented versus financial reporting-oriented approaches. It also discusses the differences in corporate risk attitudes and behaviours under the two approaches. The author then proposes the hyper-correction hypothesis and the trimming hypothesis. Empirical findings regarding corporate cash policy, mergers and acquisitions, tax avoidance, and diversification strategy reveal that internal control in China does not result in undue risk aversion but instead manages enterprise risk within a reasonable capacity. These results support the trimming hypothesis and demonstrate that internal control is a useful risk management tool. The title will appeal to students, academics, and accounting professionals interested in internal control (risk management), accounting, auditing and corporate finance, regulation and governance.
This book is a tool that students, faculty, and practitioners can use to better understand the relationship between US PCAOB auditing standards and IFAC IAASB auditing standards. With time, the designations of US PCAOB standards were reorganized from the initial publication of this book. Accordingly, we have added to this addition an Appendix, Appendix 1. It shows the correlation of the old designation of PCAOB auditing standards, before reorganization, and the new designations for these standards. We also have added a second appendix, Appendix 2. The latter presents the PCAOB standards, the related AICPA standards, and the IFAC IAASB standards. We suggest bookmarking the Appendices and referring back to them as you use the text.
Praise for International and U.S. IPO Planning "Perhaps the greatest value of Frederick Lipman's new book on initial public offerings derives as its title indicates from the emphasis that it places on planning. Lipman makes abundantly clear that an IPO is not something to be rushed into by every fledgling firm, as was typical during the dot.com boom of the late 1990s. Indeed, his extensive treatment of the many aspects of preparing a company for an IPO, particularly the non financial aspects, helps the reader to focus on the most important question of all: Is an IPO appropriate for a given company? Somewhat uniquely, Lipman then asks the further question of whether an international IPO might be appropriate for that company even if a domestic one were not. By doing so, he has made a real contribution to this literature." Kenneth C. Froewiss, Clinical Professor of Finance, NYU Stern School of Business "We are operating in a global environment in nearly every aspect of business, and structuring/planning for an IPO is no different. The recent changes in regulations for U.S.- listed companies have raised the cost of access of U.S.-listed IPO capital, making foreign exchanges much more attractive. Fred Lipman has created a wonderful guide for managers to seriously access this option for their business. I also hope his book is a wake-up call to U.S. regulators on their impact on the competitiveness of U.S. securities markets." Bob Hellman, Managing Partner & CEO, American Infrastructure MLP Funds "This book will be of immense value to the companies planning an IPO. I am particularly struck by the research done by the author, which, in my opinion, makes it an authentic guide for private companies not only in the U.S. but also in Asia, particularly India and China, where a huge opportunity awaits companies to mature into sustainable enterprises by involving a large section of society in their IPO." M.K. Chouhan, Chairman, Mahendra & Young Knowledge Foundation, and Vice Chairman of Global Advisory Board, Asian Centre for Corporate Governance "This book contains valuable suggestions for advanced planning for both U.S. and international IPOs and belongs in the library of every entrepreneur and business executive." William C. Tyson, Associate Professor, Legal Studies, The Wharton School of the University of Pennsylvania 8 crucial steps to planning a successful IPO International and U.S. IPO Planning outlines the eight step-by-step techniques all private companies must follow to prepare for a successful IPO, either in the U.S. or internationally. From advance planning techniques for both an international and U.S. IPO, to growing a business through acquisitions and "roll-ups" prior to an IPO, to deterring unwanted suitors by inserting carefully placed provisions into the charter, and so much more, International and U.S. IPO Planning provides a wealth of practical and insightful guidance to help the private company go public, regardless of its size or location.
We examine determinants of internal control deficiencies using a sample of 779 firms disclosing material weaknesses from August 2002 to August 2005. We find that material weaknesses in internal control are more likely for firms that are smaller, younger, financially weaker, more complex, growing rapidly, or undergoing restructuring. We next investigate whether these determinants differ based on whether the problem is at the transaction-level or is a more serious company-level problem. We find that firms with more serious entity-wide control problems are smaller, younger and weaker financially, while firms with account-specific problems tend to be healthy financially, but have complex, diversified, and rapidly changing operations. We also provide evidence that the determinants vary based on the specific reason for the material weakness. For example, firm size and age are strong determinants of staffing issues, consistent with each firm facing their own unique set of internal control challenges.
This three-volume book constitutes the first attempt to define corporate finance law as an independent field of law with its own principles and tools. The book also contains a unique theory of corporate governance with the firm as the most important principal.
Better analysis for more accurate international financial valuation International Financial Statement Analysis provides the most up-to-date detail for the successful assessment of company performance and financial position regardless of country of origin. The seasoned experts at the CFA Institute offer readers a rich, clear reference, covering all aspects from financial reporting mechanics and standards to understanding income and balance sheets. Comprehensive guidance toward effective analysis techniques helps readers make real-world use of the knowledge presented, with this new third edition containing the most current standards and methods for the post-crisis world. Coverage includes the complete statement analysis process, plus information on income tax accounting, employee compensation, and the impact of foreign exchange rates on the statements of multinational corporations. Financial statement analysis gives investment professionals important insights into the true financial condition of a company. With it, realistic valuations can be made for investment, lending, or merger and acquisition purposes. The process is becoming increasingly complex, but this book helps readers deal with the practical challenges that arise at the international level. Understand the accounting mechanics behind financial reporting Discover the differences between statements from around the world Learn how each financial statement element affects securities valuation Master analysis for clues into operations and risk characteristics Amid an uncertain global economic climate, in today's volatile international markets, the ability to effectively evaluate financial statements is a critical skill. Standards and conditions are continuously evolving, and investment professionals need a strong, up-to-date resource for the latest rules and best practices. International Financial Statement Analysis provides this and more, with clarity and expert advice.
"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere." —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive Compensation and Professor of Law at the University of California, Berkeley "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock." —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship." —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field." —Dimity Kingsford Smith, Professor of Law, University of New South Wales