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We use a comprehensive database of regulatory enforcement actions for financial misrepresentation and apply Receiver Operating Characteristics theory to construct a misrepresentation prediction model. The model performs well both in and out of sample, with an average area under the curve (AUC) of 0.78 in out-of-sample tests. The model’s base case implies that 22.3% of Compustat-listed firms are engaged in financial misrepresentation that is potentially sanctionable by regulators in an average year. The average violation period is 3.1 years, implying that 7.2% of firms initiate new programs of financial misrepresentation each year. Of these, 3.5% eventually are caught and sanctioned. These findings yield numerical estimates of the size of the price distortions imposed by misrepresentation on the shares of both misrepresenting and non-misrepresenting firms, and the size of firms’ ex ante expected costs – incorporating both the probability of getting caught and the penalties if caught – of engaging in financial misrepresentation.

Upon the revelation of corporate misconduct by firms in their portfolios, institutional investors experience a significant discount in the market value of their portfolios, excluding misconduct firms, creating a short-term spillover that averages $92.7 billion losses per year. We examine an expansive set of channels under which this spillover to nontarget firms can occur, and find that it reflects the loss of the embedded value of monitoring by a common institutional owner, enforcement wave activity, and industry peer and business relationships. Institutional investors also experience a significant abnormal outflow of funds in the year following the misconduct event.

This paper examines whether managers attempt to mitigate the negative outcomes of financial misconduct by altering the tone of required disclosures. Using a series of difference-in-differences analyses, we show that following fraudulent activity, managers use more negative and litigious words in disclosures, as compared to a matched sample of control firms. We find managers that have a larger set of negative outcomes, such as those with foreknowledge of the fraud committed, are more aggressive in altering disclosure when compared to peer firms. Our results also suggest that negative outcomes due to financial misconduct, such as monetary fines and reputation loss, are mitigated by altering the tone in financial disclosures. Altogether, we conclude that managers alter disclosures to reduce the set of negative outcomes they face following securities law violations.

Whistleblowers are ostensibly a valuable resource to regulators investigating securities violations, but whether there is a link between whistleblower involvement and the outcomes of enforcement actions is unclear. Using a dataset of employee whistleblowing allegations obtained from the U.S. government and the universe of enforcement actions for financial misrepresentation, we find that whistleblower involvement is associated with significantly higher monetary penalties for targeted firms and employees, and with significantly longer prison sentences for culpable executives. We also find enforcement actions involving whistleblowers are associated with significantly longer regulatory proceedings. Our findings contribute empirical evidence on the role of whistleblowers in the enforcement process and inform managers and policymakers, and the regulators who utilize these programs in their enforcement efforts.

Regulators claim that firm cooperation is rewarded in the enforcement process. Critics contend, however, that firm cooperation leads to “harsh” and “unfair” penalties for cooperating firms. Using 1,162 enforcement actions for financial misrepresentation initiated by the SEC and DOJ, we find that cooperation credit is best explained by remedial actions (e.g., termination of culpable employees) and self-reporting the law violation to regulators. Although we find that cooperation credit increases the likelihood of the firm being charged and penalized, firms receiving cooperation credit realize an average monetary penalty reduction of $25.5 million (46.1 percent). For those firms without cooperation credit, the penalties nearly double. These estimates are robust to controlling for potential selection issues. Our results provide important insights into what constitutes meaningful cooperation with regulators and indicate that there are significant monetary benefits for firms that regulators deem to be cooperative.

We use data from enforcement actions initiated under the U.S. Foreign Corrupt Practices Act (FCPA) to examine the hypothesis that managers engage in foreign bribery because it is profitable. We find that bribery is associated with projects that have positive ex ante net present value. Even net of costs and penalties, the average ex post NPV for bribe-related projects is non-negative for firms that are caught, and the reputational loss is negligible. For a subset of firms that face comingled charges for financial fraud, however, the direct cost and reputational loss are larger and the ex post NPV is negative.

An extensive accounting and finance literature examines the causes and effects of financial misreporting or misconduct based on samples drawn from four popular databases that identify restatements, securities class action lawsuits, and Securities and Exchange Commission (SEC) Accounting and Auditing Enforcement Releases (AAERs). We show, however, that the results from empirical tests can depend on which database is accessed. To examine the causes of such discrepancies, we compare the information in each database to a detailed sample of 1,243 case histories in which the SEC brought enforcement action for financial misrepresentation. These comparisons allow us to identify, measure, and estimate the economic importance of four characteristics of each database that affect inferences from empirical tests. First, these databases contain information on only the event that is used to proxy for misconduct (e.g., restatements), so they omit other relevant announcements that affect a researcher’s interpretation and use of the events. Second, the initial public revelation of financial misconduct occurs, on average, months before the initial coverage in these databases, leading to discrepancies in event study measures and pre/post comparison tests. Third, most of the events captured by these databases are unrelated to financial fraud, and efforts to cull out non-fraud events yield heterogeneous results. Fourth, the databases omit large numbers of events they were designed to capture. We show the extent to which each database is subject to these concerns and offer suggestions for researchers seeking to use these databases.

We examine the stock market's reaction to 13F lings with the SEC. On the day an institution files its 13F, do the prices of stocks held by the institution change? We begin our analysis by examining price responses for initial public off erings of equity, given that the valuations of these stocks are typically more uncertain. We fi nd that the stock market values the news that a top institutional money manager holds a particular IPO. Specifi cally, on the day that an institution in the top 2.5% (based on prior performance) fi les its 13F, any recent IPO reported to be held by that institution enjoys a market-adjusted return of 1%. We plan to investigate other subsets of stocks as well as other subsets of 13F information. Also, we will assess the appropriateness of the market's reaction to the 13F news by examining the stock's performance over future holding periods. This study will shed light on how the market uses information in the 13F disclosures.

We analyze Berkshire Hathaway’s equity portfolio over the 1976 to 2006 period and explore potential explanations for its superior performance. Contrary to popular belief, we find Berkshire Hathaway invests primarily in large-cap growth rather than “value” stocks. Over the period the portfolio beat the benchmarks in 27 out of 31 years, on average exceeding the S&P 500 Index by 11.14%, the value-weighted index of all stocks by 10.92%, and a Fama and French characteristic-based portfolio by 8.56% per year. Although beating the market in all but four years can statistically happen due to chance, incorporating the magnitude by which the portfolio beats the market makes a luck explanation extremely unlikely even after taking into account ex-post selection bias. We find that Berkshire Hathaway’s portfolio is concentrated in relatively few stocks with the top five holdings averaging 73% of the portfolio value. While increased volatility is normally associated with higher concentration we show the volatility of the portfolio is driven by large positive returns and not downside risk. The market appears to under-react to the news of a Berkshire Hathaway stock investment since a hypothetical portfolio that mimics the investments at the beginning of the following month after they are publicly disclosed also earns significantly positive abnormal returns of 10.75% over the S&P 500 Index. Our evidence suggests the Berkshire Hathaway triumvirates of Warren Buffett, Charles Munger, and Lou Simpson posses’ investment skill unlikely to be explained by Efficient Market Theory.

This paper provides the first integrated analysis of the complex mix of private and regulatory penalties for financial misrepresentation. We examine the sizes, types, and determinants of legal penalties imposed for all 697 enforcement actions initiated by the Securities and Exchange Commission for financial misrepresentation from 1978 through 2004. These penalties include private class action awards, monetary penalties imposed by the SEC and Department of Justice, and such non-monetary sanctions as censures, trading suspensions, and jail time. Contrary to many criticisms of private lawsuits and regulatory actions, we find that legal penalties are highly systematic, and in particular, are positively related to the size and severity of the harm from the misconduct. The data also indicate deep pockets effects, as both private and regulatory monetary penalties are related to defendants' abilities to pay. A recent increase in regulatory penalties has coincided with a decrease in private monetary penalties, consistent with regulatory penalties crowding out the use of private penalties.

In this paper, we examine how stock option usage affects total corporate payout. Using fixed-effects panel data estimators on various samples of ExecuComp firms from 1993 to 2005, we find the higher the executive stock options, the lower the total payout, ceteris paribus. We also find some evidence that firms increase payouts through repurchases in order to offset earnings per share dilution that occurs due to usage of executive and non-executive stock options. However, incentives from not having dividend protection for options appear to dominate those from antidilution, resulting in lower total payout for firms with higher options usage.

We examine the penalties imposed on the 585 firms targeted by SEC enforcement actions for financial misrepresentation from 1978–2002, which we track through November 15, 2005. The penalties imposed on firms through the legal system average only $23.5 million per firm. The penalties imposed by the market, in contrast, are huge. Our point estimate of the reputational penalty—which we define as the expected loss in the present value of future cash flows due to lower sales and higher contracting and financing costs—is over 7.5 times the sum of all penalties imposed through the legal and regulatory system. For each dollar that a firm misleadingly inflates its market value, on average, it loses this dollar when its misconduct is revealed, plus an additional $3.08. Of this additional loss, $0.36 is due to expected legal penalties and $2.71 is due to lost reputation. In firms that survive the enforcement process, lost reputation is even greater at $3.83. In the cross section, the reputation loss is positively related to measures of the firm's reliance on implicit contracts. This evidence belies a widespread belief that financial misrepresentation is disciplined lightly. To the contrary, reputation losses impose substantial penalties for cooking the books.