Fiduciary Duties of Directors and Accounting Conservatism
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Citation of Original PublicationJK Aier, L Chen, M Pevzner. 2012. Fiduciary Duties of Directors and Accounting Conservatism. Cross-listings and Voluntary Disclosure: International Evidence.
We examine whether a change in fiduciary duties of directors is associated with changes in firms’ financial reporting conservatism. A court ruling in 1991 expanded the scope of fiduciary duties of directors of near insolvent Delaware companies to include obligations to debtholders. In the immediate period following the ruling, we find that near insolvent Delaware firms significantly increased their levels of conditional accounting conservatism when compared to other Delaware and non-Delaware firms. Additionally, the increased conservatism is more likely in near insolvent firms that have a higher proportion of outside directors on the board. Our findings suggest that directors of near insolvent Delaware firms responded to the new obligations to debtholders by adopting more conservative accounting policies. Our results are robust to alternative measures of conservatism and near insolvency and controls for ex-ante expropriation risk, declines in firm accounting performance, and other stakeholders’ demand for accounting conservatism.