Covering Their Tracks: How Managers Behave When They Have Something to Hide

The researchers studied 216 U.S. companies accused of price fixing by antitrust authorities, looking at the companies’ financial reporting and corporate governance practices. While they focused only on firms engaged in price fixing, the researchers expect that their findings should apply generally to all companies in which managers seek to conceal poor performance or personal wrongdoing.

Decisions to participate in price-fixing cartels are usually made by a firm’s top management and implemented by intermediate management. Because participation in a cartel generally results in a large increase in profits within a short time, it is necessary for management to hide their windfall from regulators, analysts, customers, and oftentimes even their boards of directors. The researchers documented a range of accounting and governance strategies these firms employed to evade legal liability.

Some accounting strategies the researchers pinpointed in cartel firms were frequent earnings smoothing, reclassifications of industrial segments (to make year-over-year performance comparisons more difficult), and a 50 percent higher incidence of financial restatements. Additionally, they changed auditors less frequently than the control sample.

In terms of corporate governance, a company is able to participate in a cartel either with or without the knowledge of its board of directors. The researchers hypothesized that in either situation, cartel firms should be reluctant to replace directors who resign or retire because recruiting a new monitor from outside the company creates a risk of the cartel being exposed or stopped. Their findings supported this idea, showing that directors resign or retire more frequently in cartel firms, and that companies are more likely to allow the board to shrink rather than hire replacement directors. They found that, in general, cartel firms favor outside directors who are based in foreign countries or busy (serving on three or more boards simultaneously)—both types of directors have been shown in recent papers to be poor monitors due to distraction, distance, or lack of familiarity with U.S. accounting rules.

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