The US Securities and Exchange Commission recently proposed rules relating to shareholder (independent) director nominations to publicly-traded companies. While shareholder groups, such as institutional investors, consumer groups, and shareholder activists, generally support the proxy reform, the business community, including The Business Roundtable and the US Chamber of Commerce, are critical of the proposal, arguing that it will 'open the door' to special interest directors, e.g., labour unions or other groups having a social or political agenda contrary to (...) the economic interests of the shareholder owners of the corporation. An analysis of the proposed rules, however, show that the mechanisms offered to nominate and elect independent directors offer little or no threat of any shareholder group placing special interest directors on the board of a publicly-traded company in the USA. The article concludes with a recommended managerial course of action for executives and boards to follow in the unlikely event that shareholders are seriously threatening to place a special interest director(s) on the proxy ballot. (shrink)

This article examines regulation’s understanding of technology in American financial markets as means for rethinking the contours and institutional limits of governance in the age of financialization. The article identifies how the Securities and Exchange Commission perceived markets and their conceptual relation to technology throughout much of the long twentieth century by distilling the “ontologies” expressed by the agency’s leadership. Despite the fact that SEC’s commissioners recognized technologies as playing a central role in the market’s current and (...) future operations, these were never effectively brought under regulatory scrutiny even when such action fell under the commission's jurisdictional remit. Rather than regulating technologies as constitutive of markets, the governance of the material devices of finance was discursively kept at arm's-length by presenting them as intractable objects that were external to financial innovation. Triangulating across several techniques of computational text analysis, this article shows how this interpretation of technology mirrored distinct shifts in how regulators understood markets, from being physical trading sites populated by agents that required vetting and certification to a distributed, multi-sited system surveilled through transparency and disclosure. Throughout these ontological transitions, technology’s inscrutability remained, limiting the capacity of the state and its regulatory agencies to shape the evolution of finance and its underlying infrastructures. (shrink)

The authors apply the issue life cycle model to analyze the 1999 through 2001 dispute between the Securities and Exchange Commission and the accounting profession concerning auditor independence. The analysis also brings additional insights that extend understanding of the issue life cycle and issues development. This analysis highlights the roles of a trigger event, the shift of an issue from a technical concern to a public debate, and likely recurrence. The reappearance of the auditor independence issue in (...) 2002 with accounting scandals is consistent with the article’s findings and highlights the use of the issue life cycle model and issue evolution. (shrink)

A mutual fund family incubates a fund when it creates a privately subsidized fund not available to the general investing public. It destroys unsuccessful incubator funds. The few successful funds will report higher incubation returns than the market return in advertisements intended to attract money from individual investors. This practice is currently allowed by the SEC. The evidence is that incubation returns are not a good predictor of subsequent fund performance and likely serve to mislead unsuspecting investors.

The Securities and Exchange Commission requires publicly held US corporations to disclose all information, whether it is positive or negative, that might be relevant to an investor's decision to buy, sell, or hold a company's securities. The decisions made by corporate managers to disclose such information can significantly affect the judgments and decisions of investors. This paper examines academic accounting research on corporate managers' voluntary disclosures of earnings forecasts and non-GAAP earnings measures. Much of the evidence (...) from this research indicates that some managers engage in opportunistic disclosure behavior that often benefits one group (managers and shareholders) at the expense of other groups (often other investors). The paper concludes by discussing the ethical implications of this behavior. (shrink)

The Securities and Exchange Commission (SEC) sanctioned investor-paid rating agency Egan-Jones for falsely stating that it did not know its clients’ investment positions. The SEC’s action against Egan-Jones raises the broad question whether knowledge of clients’ investment positions creates a conflict of interest for investor-paid ratings. In an experimental setting, we find that investor-paid rating agencies are likely to assign credit ratings that are biased in favor of their clients’ positions, and that this effect is attenuated when (...) the rated company has a sophisticated investor base that is expected to scrutinize ratings. The effect is not conditional on the risk profile of the rated companies. Taken together, our findings suggest that a conflict of interest stemming from investors’ preferences is likely to bias ratings under investor-pays business models, but scrutiny by the company’s investor base can counteract this bias. (shrink)

Taming the power of Wall Street was a principal campaign theme for Franklin Delano Roosevelt in the 1932 election. Roosevelt's election bore fruit in the Securities Act of 1933, which regulated the public offering of securities, the Securities Exchange Act of 1934, which regulated stock markets and the securities traded in those markets, and the Public Utility Holding Company Act of 1935 (PUHCA), which legislated a wholesale reorganization of the utility industry. The reform effort was (...) spearheaded by the newly created Securities and Exchange Commission, part of the new wave of experts brought to Washington to rein in business. PUHCA also marked the federal government's first significant incursion into corporate governance, with a corresponding reduction in the traditional role of investment bankers. The SEC's ascendance over the investment bankers was reinforced during FDR's second term by the Chandler Act of 1938, which provided the agency with a broad role in the bankruptcy reorganization of troubled companies.Enacting those statutes was only the beginning, as the scope and effectiveness of the SEC's regulatory efforts depended critically on navigating these new statutes past an initially hostile Supreme Court. After substantial delay in the lower courts, the securities statutes eventually got a friendly hearing in the Supreme Court, where a number of Justices came to the Court after serving as the "Founding Fathers" of the federal securities laws. Roosevelt's Supreme Court nominees were involved in drafting the new legislation, securing its passage in Congress and implementing a litigation strategy that successfully stalled final determination of the constitutionality of the securities laws until New Deal appointed justices were in place. Felix Frankfurter played an important role in shaping the Securities Act and PUHCA, and was a key advisor on litigation strategy to the Roosevelt administration. Hugo Black led the legislative battle to enact PUHCA against the utility companies. Stanley Reed and Robert Jackson were key courtroom advocates arguing PUHCA's constitutionality. William O. Douglas headed the study of Protective Committees that led to the Chandler Act and was Chairman of the SEC. In this article, we explore the role of the New Deal justices in enacting the securities laws, litigating the challenges brought against them and then interpreting these laws in securities cases before the Supreme Court. We show the important role that these New Deal justices played in ensuring a broad scope for the federal securities laws through generous interpretation. Once constitutional questions had faded, securities cases proved to be a critical testing ground for newly emerging theories of administrative law. We demonstrate the split over the importance of judicial review versus deference to the rule of experts that emerged among these Roosevelt appointees. Finally, we explore the relative lack of influence of Douglas and Frankfurter in these cases, despite their familiarity and experience with the securities laws. (shrink)

Since the mid-1980s, internal corporate investigations have become commonplace in the U. S., with an upsurge occurring as a result of the corporate scandals of 2001-02 involving Adelphi Communications Corporation, Enron, Merck & Company, Riggs Bank, and other companies accused of financial malfeasance. After an introduction, this article first presents the U. S. public policy framework (as implemented through the U. S. Sentencing Commission, the U. S. Department of Justice, and the Securities and Exchange Commission) encouraging (...) the use of corporate internal investigations and self-reporting of these results to federal authorities; second, evaluates this framework, identifying the public policy issues inhibiting companies from using corporate internal investigations and self-reporting significant results; third, proposes a policy incentive regime which attempts to ameliorate these outstanding issues; and fourth, offer policy recommendations and suggestions for further research on this topic, including increasing the maximum deduction in the Organizational Sentencing Guidelines Culpability Score available to a firm for development of an Effective Compliance and Ethics Program (from 3 to 5 points), and self-reporting the results of an internal investigation (from 5 to 7 points); evaluating the effectiveness of these enhancements in legal incentives over a period of 5-7 years after implementation; instituting a formal federal government effort to educate the American business community on the corporate reputation (and financial) benefits of an effective compliance program; and protecting attorney-client privilege and work product protection, through legislative action, to encourage company executives and directors to utilize independent, outside attorneys to conduct fair, comprehensive, and impartial internal investigations. (shrink)

The Securities and Exchange Commission requires the disclosure of changes to or waivers of corporate codes of ethics. Because the nature of amendments or waivers can vary, we expect the text of Item 5.05 to include different topics within different filings. We examine the population of these disclosures in Item 5.05 8-K filings from 2004 to 2020. While previous studies utilized small samples (fewer than 50 observations) to examine limited aspects of these filings, we use the population (...) of these filings from 2004 to 2020 (2121 8-K filings) to elucidate the nature and details of the disclosures. We assess whether Latent Dirichlet Allocation—a computational linguistics technique—can help discern the underlying topics represented in filings. While the Securities and Exchange Commission identifies two topics—amendments and waivers—the Latent Dirichlet Allocation analysis reveals four topics (three related to amendments): (1) code updates and clarifications; (2) combining codes of conduct for all officers and employees, or splitting codes to include a code directly applicable to senior financial officers; (3) codes of ethics waivers; and (4) substantive code changes. The overall trend is for fewer 8-Ks to be filed in recent years, with updates and clarifications becoming the predominant filing type. Our results further indicate that Item 5.05s related to updates and clarifications, and those related to combined or split codes, use fewer words and are more easily readable than those disclosing waivers or material code changes. Although we find no significant price reaction to Item 5.05 8-K filings, we find significant trading volume and volatility reactions, suggesting that these disclosures could give rise to differences in opinion among investors, which is consistent with the US Senate's assertion that these disclosures are of interest to investors. (shrink)

The United States Securities and Exchange Commission recently began requiring mutual funds to make their proxy voting transparent so that investors can make better decisions about investing with the mutual fund and with the ultimate goal of improving corporate governance. We review the proxy voting records of major mutual funds to determine if transparency has changed the patterns of voting by mutual funds. Initial results show that support for management increased and support for social responsibility resolutions decreased (...) after transparency was required. (shrink)

Annual reports are an important element in the genre of corporate public discourse. The reporting practices mandated by the Securities and Exchange Commission for all publicly traded corporations are intended to render the annual reports a legitimate and trustworthy medium through which management communicates information related to the financial performance of the firm. The following discussion represents an inaugural attempt to investigate the ethical characteristics of the discourse found in corporate annual reports using Habermas' principles of communicative (...) action. In preparing the Management's Discussion and Analysis (MD&A) portion of the report, managers are charged with providing narrative information for investors and other interested third parties relevant to assessing the firm's financial condition. Previous rhetorical studies of the narrative portions of annual reports argue that they serve as means for both legitimate and distorted communication. We investigate this communication medium through the lens of Habermas' norms for communicative action, which require communicators to be comprehensible, truthful, sincere, and legitimate. The study represents an initial attempt to operationalization Habermas' principles of communicative action and to employ a methodology that facilitates their application to research within a business context. From one perspective, consistent with agency theory as specified by neoclassical economics, it would seem that firms anticipating worse-than-expected financial performance would be less likely to exhibit the Habermasian principles necessary for undistorted communication because they would attempt to strategically influence the message being communicated about the firm's financial position. Instead, employing rhetorical analysis software, Diction 5.0, we found that firms expecting both good and bad earnings surprises exhibited a higher level of communicative action than a composite average firm. Although preliminary in nature, our findings suggest that firms anticipating large earnings surprises, either high or low, use the narrative portion of the annual report as a vehicle through which to communicate information about managements' veracity and trustworthiness as well as the firm's financial position. (shrink)

As part of the Securities and Exchange Commission’s revision of Regulation S–K, which lays out reporting requirements for publicly-listed companies, many investors proposed the mandatory disclosure of sustainability information in the form of environmental, social and governance data. However, progress is contingent on collecting evidence regarding which sustainability disclosures are financially material. To inform this issue, we examine materiality standards developed by the Sustainability Accounting Standards Board. Firms voluntarily disclosing more SASB-identified sustainability information exhibit greater price informativeness, (...) while the disclosure of non-SASB information does not relate to informativeness. The results are robust to a changes analysis and a difference-in-differences analysis that exploits the staggered release of SASB standards across different industries over time. We also document stronger results for firms with higher exposure to sustainability issues, poorer sustainability ratings, greater institutional and socially responsible investment fund ownership, and coverage from analysts with lower portfolio complexity. (shrink)

Using the emerging technology of large-scale textual analysis, this study examines the use of the term ‘customer satisfaction’ and its variants in the annual reports issued by publicly traded U.S. corporations and filed with the Securities and Exchange Commission as Form 10-K. We document the frequency of the term’s occurrence in 10-Ks over the 1995–2013 period and the differences in usage across industries. We then relate the term’s usage in 10-Ks to subsequent scores from the American Customer (...) Satisfaction Index to determine whether management’s discussion of customer satisfaction in financial disclosures is credible. The commitment of management to shareholders versus, more broadly, stakeholders is a central question in business ethics, and the integrity of management communication is a fundamental construct in the American Marketing Association’s Statement of Ethics. We document a complex relation between management’s discussion of customer satisfaction and subsequently reported satisfaction. We find that the general use of customer satisfaction in 10-K documents is negatively correlated with subsequent ACSI scores. However, for retail firms, when the phrase is located near words indicating measurement or monitoring of the phenomenon, the empirical relation is reversed and becomes positive. (shrink)

Reports of ethical lapses in the business world have been numerous and widespread. Ethical awareness in business education has received a great deal of attention because of the number and severity of business scandals. Given Sarbanes-Oxley legislation and recent Association to Advance Collegiate Schools of Business International’s (AACSBI) recommendations, this study examined respective websites of Securities and Exchange Commission (SEC) regulated public companies and AACSBI-accredited business schools for ethical policy statement content. The analysis was accomplished by classifying (...) ethical expressions into a framework consisting of the attributes of thematic content and focus/themes partially based on the 2004 research of Gaumnitz and Lere. Findings indicate that public companies have been diligent in presenting website ethical content that closely follows authoritative recommendations. Business schools appear not to have prioritized such disclosure to the extent done so by public companies. Although there was improvement between two samples taken in 2005 and 2007, this study provides evidence that many accredited business schools have little or no disclosed ethical expectations in their mission, vision, goals, or other similar types of statements on their websites. Additional findings provide several opportunities for future research. (shrink)

Recent ethical misconduct in American business has resulted in volumes of written commentary, various legislative responses, as well as litigation by those identified as victims. While legislators, judges, juries, and the Securities and Exchange Commission (SEC) pursue an increasing number of cases, there is little attention devoted to understanding what drives executives and other leaders to behave in ways that violate the ethical and legal standards of business in the United States. This understanding is a prerequisite to (...) selecting leaders and designing interventions that prevent future misconduct. Understanding leadership’s nature and functioning is one key to understanding the ethical behavior of an organization as a system and of the people who lead the organization. Two models or frameworks provide the foundation for this paper. The first is a model of leadership competencies. This model identifies five key areas of competence related to overall, long-term leadership success. The second model targets leadership effectiveness. This model has three components – motivational patterns, decision criteria, and competencies. Using the Leadership Effectiveness Model to frame the discussion, the authors describe the nature and importance of the models, with particular focus on motivational patterns. Research suggests these patterns often account for 40–60% of overall leadership effectiveness. This article defines motivational patterns and describes key patterns that may impact ethical behavior of leaders. The article concludes with a discussion of how to use data on motivational patterns in leadership selection, development, and evaluation processes. (shrink)

This study investigates the impact of Securities and Exchange Commission enforcement actions on individuals holding Certified Public Accountant accreditation. While prior research has investigated both the characteristics of companies that have been investigated by the SEC and litigation against audit firms, it has not addressed the ways in which SEC investigations impact CPAs. Using a sample of 262 CPAs, we find that the most common CPA breach was associated with overstating revenues/income or earnings. The study finds serious (...) consequences for CPAs in terms of employment restrictions and SEC actions, incorporating suspension, which is often permanent. We find that the primary factors relating to the severity of actions by the SEC is whether the CPA intentionally breached the professional code of conduct, the age of the CPA, whether the CPA is still a member of the AICPA with CPA status and whether the CPA was operating as an external auditor or in a corporate accounting role. Our findings have implications for accounting practitioners, the AICPA and boards of directors. (shrink)

This study explores how the prior unethical behavior of institutional investors impacts the corporate social responsibility (CSR) activities of the companies in which they invest. To identify such behavior, we focus on violations of laws and regulations by Registered Investment Advisers as reported to the Securities and Exchange Commission. Our findings reveal that these investors discourage firms’ engagement in CSR activities within their investee firms, which we attribute to institutions’ disregard for social norms. Our inferences remain unchanged (...) with alternative identification strategies and more stringent definitions of unethical behavior, suggesting that endogeneity bias and construct validity issues do not explain our baseline results. Additionally, we find that statements by these investors in support of CSR initiatives appear hypocritical, as they fail to mitigate the negative consequences of their ownership on CSR activities. Overall, our study suggests that institutional investors’ prior unethical behavior influences their governance activities, generating negative social externalities. (shrink)

Corporate social responsibility is often framed in terms of opposing constructions of the firm. These reflect, respectively, different accounts of its obligations: either to shareholders or to stakeholders. Although these opposing constructions of corporate responsibility are diametrically opposed, they are also much more fluid and mobile in certain contexts, since they can act as discursive resources that are deployed and brought into play in the struggle over shaping what responsibility means. They are less the fixed, ideological “signposts” they might appear, (...) and more like “weathervanes” that move alongside changing rhetorical currents. To show this, we analyse the Securities and Exchange Commission consultation process, and legislation, relating to the provenance of “conflict minerals”. We identify two dialectically opposed camps, each seeking to influence final legislation and with end goals in keeping with the shareholder/stakeholder dichotomy. One camp lobbied for firms to scrutinize their entire supply chain, constructing the firm as a “global citizen” with very wide social responsibilities. The second camp lobbied for a lighter touch approach, constructing the firm as a “trader”, with much narrower social responsibilities. We analyse the complex interplay between these two opposed camps, our contribution being to show how both deploy competing conceptions of the corporation as discursive resources. (shrink)

The Sarbanes–Oxley Act of 2002 requires company executives to certify financial statements and internal controls as a means of reducing fraud. Many companies have operationalized this by instituting a sub-certification process and requiring lower-level managers to sign certification statements. These lower-level organizational members are often the individuals who are aware of fraud and are in the best position to provide information on the fraudulent act. However, the sub-certification process may have the effect of reducing employees’ intentions to report wrongdoing. We (...) suggest that subordinates with knowledge of a superior who committed a fraudulent act and certified that there is no fraud will feel less personal responsibility to report the act, thus, decreasing reporting intentions. Additionally, we suggest that if the fraud is discovered subsequent to the reports being filed with the Securities and Exchange Commission, employees will perceive lower management responsiveness to investigate the fraud, which will reduce intentions to report. Using an experimental approach, we manipulate two between-participant variables: the presence or absence of sub-certification by the transgressor and the timing of fraud discovery, either before or after the reports have been filed with the SEC. We find that when sub-certification is present, perceived personal responsibility and intentions to report were diminished compared to when sub-certification is absent. Timing of the discovery of the fraudulent act did not influence perceived management responsiveness or reporting intentions. Supplemental analysis shows that personal responsibility partially mediates the relationship between sub-certification and reporting intentions. Our findings suggest that audit committees and senior executives may want to carefully consider the costs and benefits of the sub-certification process. (shrink)

The American Institute of Certified Public Accountants monitors the misconduct of its members using the AICPA Code of Professional Conduct. To accomplish this task, the AICPA relies on various stakeholders to report known violations of its CPC. We examine the full population of sanctions imposed by the AICPA on its members under its CPC from 2008–2013 to identify recent trends in the misconduct of accounting professionals. While we find that multiple stakeholders identify and report violations, we also find that the (...) most common types of violations remain consistent with those reported in the 1990s. Further, we develop a taxonomy based on prior accounting literature to determine whether the AICPA CPC is being enforced to defend the public interest and/or the private interests of the accounting profession. In contrast to prior studies, our results suggest that as the accounting profession emerges from a recession and period of intense public scrutiny, the AICPA CPC is largely being enforced to defend the public interest. This public interest focus was most pronounced during the recessionary years of 2008–2010, as evident from misconduct reported by parties such as the Internal Revenue Service, Securities and Exchange Commission, Public Company Accounting Oversight Board, and state boards of accountancy. Although key stakeholders have recently focused on reporting misconduct that threatens the public interest, we believe there are still areas in need of improvement, especially around the level of detail provided in the AICPA’s sanction records. We propose some possible solutions to improve public transparency. (shrink)

Financial misconduct has come into the spotlight in recent years, causing market regulators to increase the reach and severity of interventions. We show that at times the economic benefits of illicit financial activity outweigh the costs of litigation. We illustrate our argument with data from the US Securities and Exchanges Commission and a case of investment misconduct. From the neoclassical economic paradigm, which follows utilitarian thinking, it is rational to engage in misconduct. Still, the majority of professionals refrain (...) from misconduct, foregoing economic rewards. We suggest financial activity could be reimagined taking into account intrinsic and prosocial motivations. A virtue ethics framework could also be applied, linking financial behavior to the quest for moral excellence and shared flourishing. By going beyond utilitarian thinking and considering alternative models, we offer a fuller account of financial behavior and a better perspective from which to design deterrence methods. (shrink)

The purpose of the article is to give a deontological defense of the reasonableness standard of corporate disclosure presently mandated by the Securities and Exchange Commission of the U.S. government. The first part of the article distinguishes the reasonableness standard from the older standard of materiality. The second part presents three deontological arguments, inspired by the work of Ross and Kant, for the prima facie compellingness of the new standard.

This article examines the pressures and players that have shaped business ethics in Canadian corporations, and reports on the status of Canadian corporate social performance in 1995. Business in Canada has not been subject, up to 1996, to a powerful national institutional framework such as the US Securities and Exchange Commission and the Foreign Corrupt Practices Act. Consequently, business ethics in Canada have developed primarily in response to broader socio-political and socio-economic factors than in the US, and (...) will probably continue to do so. Interestingly, the issues, policies and practices developed in Canada may provide insights for US corporations as they respond to broadened pressures. Business ethics in Canada, on the other hand, will benefit increasingly from the US experience as pressures grow for national regulation and statutes governing corruption. (shrink)

Under present accounting rules, lessees frequently structure contracts for leased assets, in situations where they enjoy benefits similar to outright ownership, in a way that keeps both the leased assets and related liabilities off their books. This method of accounting creates off-balance sheet financing and is called operating lease accounting. The paper debates the ethicality of intentionally structuring lease contracts to avoid disclosing leased asset and liability amounts and describes the “slippery slope” of rule-based accounting for synthetic leases and special (...) purpose entities, that, in the author’s opinion, led to the accounting debacles at Enron and other companies. The ethical intent that is implicit in the Securities and Exchange Commission and Financial Accounting Standards Board regulations is discussed and suggestions for improving the ethicality of financial reporting are provided. (shrink)

This case recounts the founding of HealthSouth Rehabilitation, its rapid growth, financial mishandlings and the struggle former CFO Aaron Beam had in dealing with a conscience that kept him awake at night. Beam had met HealthSouth founder Richard Scrushy when applying for a job with Lifemark Hospital Corporation in Texas in 1980. After Lifemark was bought by AMI in 1983, Scrushy invited Beam to join him in the launching of his new company in Birmingham, Alabama. The uniqueness of the hospital (...) was that it would provide inpatient surgery for those who had suffered an injury, but it would also provide outpatient services such as rehabilitation, nutrition guidance and psychological counseling. This type of structure was appealing to insurance companies because it would move the patient out of the hospital much quicker and save the cost of extended hospitalization. The company experienced rapid growth and went public within three years of launch. By 1996, the top executives of the company realized that they would not be able to meet Wall Street analysts’ forecasts which would affect the price of their stock and reduce their holdings. They decided to “cook the books” temporarily to meet quarterly expectations. However, once the financial mishandling had begun, the executives found it difficult to reverse their actions and report accurate numbers to the public. Beam decided to retire from the company in 1996; and after this action, he continued to find it difficult to sleep at night because of his involvement in the fraud. The issue in the case is whether Beam should consider coming forward and revealing to the Securities and Exchange Commission how the books had been doctored so that he could salvage his damaged conscience. (shrink)

Shareholder activism challenges management control over the corporate status quo. Drawing on reactance theory and recent empirical work on corporate political activity and on firms’ response to shareholder activism, and testing using data complied by the Interfaith Center for Corporate Responsibility, the Federal Election Commission and others for S&P 500 firms from 1999-2006, we find evidence that CPA buffers firms from corporate social responsibility-related or socially-oriented shareholder proposals. Greater CPA, particularly greater relational CPA, influences responses of the U.S. (...) class='Hi'>Securities and Exchange Commission as well as responses of the targeted firm, to help neutralize socially-oriented shareholder activism. (shrink)

This paper presents the state of corporate social responsibility in Pakistan since it has been driven in the country by the Securities and Exchange Commission of Pakistan, the UN Global Compact, and trade liberalization under the WTO. This study is based on responses obtained from 51 Pakistani companies and 20 MNCs. It was found that MNCs were found to be more socially responsible to customers, to suppliers in terms of their purchasing procedures, to the environment, to their (...) employees, to the community by contributing more to the community’s education and health, and in their greater commitment to ethics. Pakistani companies need to improve their performance on CSR to gain competitive advantage. (shrink)

This article recommends that the U.S. Securities and Exchange Commission (SEC) not regulate corporate social responsibility (CSR) disclosure. Accounting disclosures, whether voluntary or regulated, increase transparency and credibility for all companies. Regulated disclosure increases costs and results in few gains; thus, this article recommends against CSR disclosure regulation. Varying definitions of CSR and nonuniform disclosure make CSR project analysis difficult for investors and analysts. This article presents a model that defines CSR items such as organizational size, CSR (...) project size, amount invested in the project, and what standard companies use for CSR definition and reporting for easy voluntary disclosure. Based on a review of the literature, this article recommends that CSR disclosure stay voluntary. The model suggests allowing SEC oversight in the collection and verification of information but not regulating CSR disclosure. This article suggests that the SEC issue a CSR “seal of approval,” increasing firm values, stock prices, and firm legitimacy. (shrink)

The U.S. Foreign Corrupt Practices Act has gained significant popularity in recent years across borders due to the increased investigation and penalties under the law. The following case is a real-life case that highlights the main provisions of the FCPA. Using cases in teaching an auditing or ethics course is much needed to develop students’ professional judgment, critical and analytical thinking skills and communication skills. Presently, there are a few cases that address the Foreign Corrupt Practices Act and its effect (...) on financial reporting and auditor responsibilities about illegal acts. The Armor Holdings case is interesting and information is publicly available regarding the circumstances that describe the bribery act, lack of whistle-blower protection, the tone at the top, and the accounting treatment. In addition, the increase in actions brought by the Securities and Exchange Commission under the FCPA since 2010 heightens the relevance of this case and underscores the need for students to learn the skills necessary to ensure compliance with FCPA and related key regulations such as the Sarbanes Oxley and the Dodd Frank Act. Therefore, cases like this one provide a rich tool to navigate topics and enforce students’ learning of client’s illegal actions and their consequences. These skills are invaluable in practice. (shrink)

In this paper I argue that the real and only victims of insider trading are those being wrongfully prosecuted under the current broad interpretation of Rule 10(b)-5 of the Securities Exchange Act. The term ‘insider trading’ has no clear legal definition and thus lends itself to prosecutorial overreach. I argue that such overreach characterizes the numerous insider trading investigations and prosecutions currently being pursued by the Securities and Exchange Commission (SEC). Rather than any valid application (...) of securities law, these prosecutions reflect political opportunism and the influence of powerful special interests within the securities industry. I conclude by advocating that Rule 10(b)-5 be applied as originally intended, namely to deter active securities fraud and price manipulation only. (shrink)

The extraction of natural resources is a controversial business practice that has profound ethical and economic risk implications for both firms involved in extractive activities and society at large. In response to these implications, the Dodd–Frank Act of 2010 directed the Securities and Exchange Commission to create the first ever rules requiring annual corporate responsibility disclosures. The two proposed rules, requiring disclosure of the source of “conflict minerals” and of payments to foreign governments by extractive firms, conjured (...) intense debate among stakeholders, largely related to the risks of firms providing the information. These risks span from required disclosures increasing compliance costs for firms to non-disclosure threatening human rights. In this study, we seek to understand the way in which stakeholders perceive the risks associated with corporate responsibility disclosures. We analyze comment letters submitted to the SEC related to the two disclosure rules through the lens of Douglas’s cultural perspectives of risk. We find consistencies across the two proposed disclosures with regard to the presence of three risk perspectives within the comment letter discourse for each proposal. We find inconsistencies, however, in the underlying nature of risk perceived across the two rules, which we argue reveals an aspect of risk that incorporates ethicality and is ultimately linked to reputational considerations. We complement these insights by analyzing the market reaction to the proposed regulations. Overall, our analysis suggests that stakeholders’ perceptions of risk have consequences for how risk is perceived and acted upon in the market. (shrink)

The corporate meltdowns of this and the previous decade in the US - WorldCom, Enron, Tyco, and in Australia - FAI, HIH and AWB being among the many examples - have resulted in the governments of those two countries introducing legislation and policy guidelines aimed at minimising future corporate misbehaviour. -/- The US has introduced the Sarbanes Oxley Act, with requirements on corporate accountants and auditors, as well as its whistleblowing provisions. It has revised the Federal Sentencing Guidelines for Organizations. (...) New rules for the NYSE and NASDAQ have also been introduced. In addition, the U.S. Securities and Exchange Commission and U.S. Department of Justice have further strengthened the Foreign Corrupt Practices Act 1977, last revised in 1997. -/- Australia has revised the Corporations Act to include whistleblower protection clauses as well as adopted the ASX Corporate Governance guidelines. Standards Australia has issued its handbook on corporate governance. Although not a business issue, the Australian government has also announced that it will introduce whistleblower protection legislation for the public sector by the end of its first term in office. This legislation will likely influence whatever the private sector does in this respect. The inclusion of whistleblower protection in both Sarbanes–Oxley and the Corporations Act reflects a growing body of research that finds that people internal to an organisation are the most effective way to identify corporate wrongs. The Commonwealth Treasury has recently issued an options paper, stating that the Corporations Act has been ineffectual. It has sought submissions on revisions to the legislation that the Australian Government could take. This paper examines the policies advocated by over 20 organisations and academics concerned with whistleblowing issues. It draws the conclusion that on current indications, even after further reform, Australian legislation and policies are still likely to be less effectual than overseas practices. -/- --------------------------------- . (shrink)

The Sarbanes–Oxley (SOX) Act was passed in 2002 in response to various instances of corporate malfeasance. The Act, designed to protect investors, led to wide-ranging regulation over various actions of managers, auditors and investment analysts. Part of SOX, and the focus of this study, targeted the disclosure by firms of “pro forma” earnings, an alternate (from GAAP earnings), flexible and unaudited measure of firm performance. Specifically, SOX directed the Securities and Exchange Commission (SEC) to craft regulation which (...) would reduce – and preferably eliminate – any pro forma earnings disclosure which might be “misleading”. Examining earnings press releases over a 3-year period, this study addresses three questions. Were firms disclosing pro forma in a potentially misleading manner, what was the nature of this potentially misleading disclosure, and did SOX affect the disclosure practices? We find the following. In 2001 (prior to SOX), 53 firms – over 10% of all U.S. S&P 500 firms – were disclosing pro forma earnings in a potentially misleading manner. This was being done most commonly by using traditional GAAP terminology (e.g., “net income”) in the press release headline to describe what was later in the press release revealed to be a pro forma amount (i.e., “net income excluding special items”). By 2003 (subsequent to the SEC regulation), potentially misleading disclosure practices were seen in less than 1% of the earnings press releases of S&P 500 firms. This significant reduction suggests that managers, prior to the regulation, were either careless in their pro forma reporting practice, or were intentionally – and unethically – attempting to mislead investors. Either way, we conclude that the SEC regulation was both necessary and effective. (shrink)

.Whether to use privileged information as a basis for a decision to sell stock is the central issue in this␣case. A conflict between a stockbroker’s perceived obligations to maximize clients stock values and protect their investments and violating Security and Exchange Commission insider trading regulations must be resolved.

continent. 1.4 (2011): 239. In 1998 the Securities and Exchange Commission authorized electronic exchanges. Not only did this give day traders access to buy and sell securities from their desktops, it also made it possible for high powered Wall Street traders to program algorithms to make trades at speeds on the order of milliseconds.(1) The advent of automatic algorithmic trading, now known as high-frequency trading, has vastly accelerated the already increasing speed and volume of trading. This (...) project was an attempt to capture in an ephemeral and environmental way the dizzying acceleration of networked markets. The change in the daily closing value of the Dow and daily trading volume were each set to control a sine wave oscillator between 20 and 800hz. The oscillators were combined to ‘sonify’ the data, creating a changing noise reflecting the daily change and trading volume of the market. The resulting sound is somewhat tedious until the trading volume begins increasing in the 60s and then becomes increasingly complex as high-frequency trading and market volatility set in during the 1990s and 2000s. NOTES 1. Charles Duhigg. “Stock Traders Find Speed Pays, in Milliseconds.” New York Times . July 23, 2009. (shrink)

Since 2010, Section 922 of the Dodd-Frank Act has required the Securities and Exchange Commission to give a significant financial reward to any whistleblower who voluntarily discloses original information concerning fraud or other unlawful activity. How, if at all, might such “incentives” change our understanding of whistleblowing? My answer is that, while incentives should not change the definition of whistleblowing, it should change our understanding of the justification of whistleblowing. We need to distinguish the public justification of (...) whistleblowing, its public defense, from its personal justification, the defense the whistleblower should be able to present to conscience. Motive is relevant only to the personal justification—but, since motive is relevant to that, statutes should be written so as not to interfere with personal justification, for example, by offering incentives when compensation would do. Though the paper’s focus is Section 922, its argument and conclusions are quite general. (shrink)

This study examines whether penalties issued to Chinese listed companies by securities regulators for violations of corporate law affect the cost of debt, and the moderating role of corporate social responsibility fulfillment on this relationship. Our sample consists of firms listed on Shanghai and Shenzhen stock exchanges from 2011 to 2017 and the data are collected from the announcements of China Securities Regulatory Commission. The findings are as follows: punishment announcements by regulatory authorities increase the cost of (...) debt; and the effect of punishment announcements on the cost of debt is partially offset by prior CSR performance. These findings are shown to be robust. The reputation insurance effect of CSR is more pronounced in state-owned enterprises and in an institutional environment with low marketization, a weak legal environment, and low information transparency. The findings support the reputation insurance hypothesis of CSR and employ the cost of debt as a governance mechanism. (shrink)

This paper addresses the relationship between amnesty granted to perpetrators of serious human rights abuses and retributivism. It rebuts arguments advanced by Dan Markel and Lucy Allais in support of their claim that the granting of conditional amnesty—amnesty in exchange for perpetrators’ confessing to, and disclosing the details of, their wrongdoing—by the South African Truth and Reconciliation Commission (TRC) was consistent with retributivism. Markel contends that conditional amnesty was perfectly in line with recipients’ desert, while Allais submits that (...) the TRC secured as much retribution as was possible in the circumstances of South Africa’s democratic transition. The argument of the paper is that while retributivists have good reasons to view conditional amnesty as justified, the reasons provided by Markel and Allais are not among them. (shrink)

The goal of the present research was to identify the mechanism through which job security exerts its different effects on organizational citizenship behaviors among contract and permanent employees from social identity and social exchange perspectives. Our research suggests two distinct, yet related explanatory mechanisms: organizational identification and psychological contract breach, to extend the job security literature by examining whether psychological contract breach and organization identity complement each other and explaining the mechanism of different behaviors response to job security across (...) employment status. Data were collected from 211 Chinese employees and 61 supervisory ratings of OCBs. Our results showed that relative to psychological contract breach, organizational identification plays a stronger mediating role in the association between job security and OCBs. Evidence from multi-group analyses also suggested employment status moderated the mediation mechanism of organizational identification between job security and OCB. Implications for job security and hybrid employment management are discussed. (shrink)

The paper examines the connection between online security and the protection of civil rights from a legal viewpoint, that is, considering the different types of rights and interests that are at stake in national and international law and whether, and to what extent, they concern matters of balancing. Over the past years, the purpose of several laws, and legislative drafts such as ACTA, has been to impose “zero-sum games”. In light of current statutes, such as HADOPI in France, or Digital (...) Economy Act in UK, the paper intends to illustrate how more satisfactory solutions are feasible in the field of online security, such as the new “Police and Criminal Justice Data Protection Directive” that the European Commission presented in January 2012. At least in Western legal systems, it should be clear that either civil rights prevail over security (no balancing), or such balance has to satisfactorily protect individual rights (proportionality). (shrink)

This paper examines the legitimacy of the US government’s argument that it must “balance liberty and security” with regard to its policy of trying enemy belligerents in military commissions rather than federal courts. I distinguish between three senses of “balance,” and argue that the policy is ambiguous between the second (internal) and third (emergency external) senses of balance. Neither line of reasoning justifies the policy, however. On the second sense, it is unjustified because it constitutes an arbitrary limitation of the (...) rights of some for the sake of the security of others. It thus violates the government’s duty to decide questions of policy in accordance with accepted legal procedures. Alternately, if the policy is intended to be an exercise of emergency powers, then it violates what I call the government’s juridical duty to serve as a guardian of justice. I offer an alternative justification for emergency measures, one that is based on the model of self-defense. I conclude that although the exercise of military commissions in times of emergency can be justified, the current exercise is illegitimate. (shrink)

ABSTRACTThe major credit rating agencies contributed substantially to the sub‐prime mortgage crisis by giving their highest rating to most of the collateralized debt obligations securities that were backed by these sub‐prime mortgages. Because the rating agencies are compensated by the issuers whose CDO bonds they rate, this relationship creates a prima facie conflict of interest, one that is compounded when the rating agency also consults for the issuers on designing the CDOs. While Congress and the Securities Exchange (...) Commission investigate possible wrongdoing, various reforms have been proposed. This article analyzes these conflicts of interest and the cognate corporate governance issues. It then categorizes and critiques several of the reform proposals—which range in severity from requiring more disclosure to the suspension of the rating agency's license. (shrink)

This paper focuses on the defection of nuclear physicist Bruno Pontecorvo from Britain to the USSR in 1950 in an attempt to understand how government and intelligence services assess threats deriving from the unwanted spread of secret scientific information. It questions whether contingent agendas play a role in these assessments, as new evidence suggests that this is exactly what happened in the Pontecorvo case. British diplomatic personnel involved in negotiations with their US counterparts considered playing down the case. Meanwhile, the (...) press decided to play it up, claiming that Pontecorvo was an atom spy. Finally, the British secret services had evidence showing that this was a fabrication, but they did not disclose it. If all these manipulations served various purposes, then they certainly were not aimed at assessing if there was a threat and what this threat really was. (shrink)

All three corporate governance systems in North America are currently embroiled in fundamental transformations. Most of Mexico’s corporations are run by a small group of controlling shareholders and operate in an economic system rife with corruption. Recent political reforms and a desire to tap global equity markets have heightened their interest in improving corporate governance structures. United States corporations face a dispersed ownership base that has tended toward inattentiveness, allowing such infamous scandals as Enron to rock the global investing community. (...) A backlash against the ensuing, restrictive Sarbanes-Oxley legislation is now underway. Like Mexico’s, Canada’s major corporations are led by a handful of controlling shareholders, but corruption is uncommon. New corporate governance guidelines are under debate, and the Ontario Securities Commission is wresting control from the Toronto Stock Exchange. Although these three corporate governance systems vary in terms of ownership dispersion, level of corruption, and legislative intervention, they currently share a common focus on fundamental reform. (shrink)

The Passenger Name Record (PNR) Directive has introduced a pre-emptive, risk-based approach in the landscape of European databases and information exchange for security purposes. The article contributes to ongoing debates on algorithmic security and data-driven decision-making by fleshing out the specific way in which the EU PNR-based approach to security substantiates core characteristics of algorithmic regulation. The EU PNR framework appropriates data produced in the commercial sector for generating security-related behavioural predictions and does so in a way that gives (...) rise to a paradoxical normativity directly dependent on empirical states. Its ‘securitisation move’ is moreover characterised by an inherent tendence to expand. As a result, the PNR Directive poses challenges for existing check and balance mechanisms and for human autonomy. These challenges could be partially addressed by strengthening ex-post control procedures and independent auditing. Yet in the decision to adopt a risk-based security model, something more fundamental seems to be at stake, namely, the preservation of the idea of human beings as moral agents able to direct and modify their behaviour in accordance with an intelligible, reliable and predictable normative order. (shrink)

This essay studies Genesis 12:10–13:2 with a literary close reading approach that takes seriously the text’s literary, historical and theological constituent elements. After a brief history of interpretation, it situates the narrative in its historical context, which is followed with a narrative critical reading of the text. The analysis of the text unveils the dissimulations of Abram, who manipulated his wife, Sarai, into thinking her beauty posed a threat to him, while his primary motive rested with the pursuit of economic (...) gain in the face of the severe famine that had impoverished him in Canaan. Abram also succeeded in making Pharaoh believe that Sarai was his sister, on which account he exchanged her for material again. This analysis affords insight into the insecurity, anxiety, feelings of alterity of immigrant populations in their liminal conditions, the mistrust of immigrants by the state and host communities, and the ensuing power play with its concomitant perils. Through these, the passage speaks anew to contemporary communities of faith in view of the prevalent and ever-increasing migratory trends of the 21st century. (shrink)

What is terrorism and can it ever be defended? Beginning with its definition, proceeding to its possible justifications, and culminating in proposals for contending with and combating it, this book offers a full theoretical analysis of the issue of terrorism. Tamar Meisels argues that, regardless of its professed cause, terrorism is diametrically opposed to the requirements of liberal morality and can only be defended at the expense of relinquishing the most basic of liberal commitments. Meisels opposes those who express sympathy (...) and justification for Islamist terrorism and terrorism allegedly carried out on behalf of developing nations, but, at the same time, also opposes those who would tolerate any reduction in civil liberties in exchange for greater security. Calling wholeheartedly for a unanimous liberal front against terrorism, this is a strong and provocative attempt to address the tension between liberty and security in a time of terror. (shrink)

NEMO means Network Mobility which is the extension of Mipv6 and it is invented for accessing internet for the group of people when they are travelling in Vehicle as Network group. During handoff while exchanging Binding Updates between the Mobile Network Node, Correspondent Node and Home Agent, many security threats are present during those messages exchange. It may prone to several standard malicious attacks on the BU and Binding Acknowledgement. An efficient end-to-end security method is required to protect the (...) BU Exchange between MNN, HA and CN. In this paper, a secure architecture is proposed to provide authentication and confidentiality at each level of communication using a 3-Party Key Exchange called 3-PKE-NEMO with the help of Bilinear Pairing Theorem. Handoff delay is reduced without compromising security strength. The whole experimentation of this proposed work is carried out using NS2 simulation tool and authentication proof is given using BAN logic between all the nodes in NEMO. The proposed security architecture is compared with related existing solutions and found to be more secure. (shrink)