SEC regulation and the strategic disclosure of accounting restatements

Abstract

This dissertation investigates whether firms strategically disclose accounting restatements by coordinating restatement announcements with earnings releases, delaying the announcement of income-decreasing restatements, or obscuring restatement announcements by failing to disclose news of a restatement on a Form 8-K filing. I examine restatements announced after a Securities and Exchange Commission rule (effective August 24, 2004) that mandates a unique 8-K filing for restatements. Consistent with an attempt to lessen the negative impact of a restatement announcement, I find that when firms package restatement announcements with earnings releases they most often pair small income-decreasing restatements with positive earnings surprises. I also find that monitoring by the SEC decreases the probability of firms' mixing restatement and earnings news. On average, firms delay announcements of income-decreasing restatements longer than announcements of income-increasing restatements, and institutional ownership is positively associated with more timely disclosures of restatement news. I show that firms with weak corporate governance or less external monitoring are more likely to make news of a restatement difficult to find. Restatements performed without a Form 8-K filing are much less likely to be disclosed in a company-issued press release or to receive attention in the business press, and I find some evidence that the initial market reaction to obscure restatement announcements is less negative than the reaction to restatements disclosed transparently. Collectively, these results suggest that even in the presence of strict disclosure requirements, some firms attempt to strategically manage the timing and transparency of restatement announcements and investors do not appear to undo the effects of firms' strategic behavior.