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When FECS spins out of human intervention and regulatory control, then it can easily harm and constrain the markets as it happened on Black Friday of October 1929, resulting in the Great Depression, and the September–October 2008 Financial Crisis, when some 17 mega global investment banks ran out of control and lost close to trillion US dollars in market capitalization. This chapter defines, analyzes, classifies, and morally assesses occupational and corporate fraud, corruption and money-laundering, and their other evil forms. When we allow our choices to be driven by passion, choosing thereby to ignore or fail to investigate outcomes, the results are too often flawed and unintended, as the cases of Lehman Brothers, AIG, Freddie Mac, and Fannie May that collapsed around September–October 2008 would attest. While we should condemn abuses within the FECS, one can also seek to understand the origins and originating systems of fraud, corruption, and various forms of deceptions and chicanery, and search for remedial strategies for eradicating these ills of FECS. Several contemporary market cases of fraud, corruption, and bribery will be identified to illustrate the contents of this chapter.

Following the Supreme Court’s 1988 decision in Basic, securities class plaintiffs can invoke the “rebuttable presumption of reliance on public, material misrepresentations regarding securities traded in an efficient market” [the “fraud-on-the-market” doctrine] to prove classwide reliance. Although this requires plaintiffs to prove that the security traded in an informationally efficient market throughout the class period, Basic did not identify what constituted adequate proof of efficiency for reliance purposes.

Market efficiency cannot be presumed without proof because even large publicly traded stocks do not always trade in efficient markets, as documented in the economic literature that has grown significantly since Basic. For instance, during the recent global financial crisis, lack of liquidity limited arbitrage (the mechanism that renders markets efficient) and led to significant price distortions in many asset markets. Yet, lower courts following Basic have frequently granted class certification based on a mechanical review of some factors that are considered intuitive “proxies” of market efficiency (albeit incorrectly, according to recent studies and our own analysis). Such factors have little probative value and their review does not constitute the rigorous analysis demanded by the Supreme Court.

Instead, to invoke fraud-on-the-market, plaintiffs must first establish that the security traded in a weak-form efficient market (absent which a security cannot, as a logical matter, trade in a “semi-strong form” efficient market, the standard required for reliance purposes) using well-accepted tests. Only then do event study results, which are commonly used to demonstrate “cause and effect” (i.e., prove that the security’s price reacted quickly to news – a hallmark of a semi-strong form efficient market), have any merit. Even then, to claim classwide reliance, plaintiffs must prove such cause-and-effect relationship throughout the class period, not simply on selected disclosure dates identified in the complaint as plaintiffs often do.

These issues have policy implications because, once a class is certified, defendants frequently settle to avoid the magnified costs and risks associated with a trial, and the merits of the case (including the proper application of legal presumptions) are rarely examined at a trial.

Marketers frequently lament the lack of representation of marketing in the boardroom and the short tenure of CMOs. The most common explanations offered are that marketing is not perceived as a strategic discipline and that marketers do not demonstrate a strong enough understanding of how the business makes money.

Financial accounting is how “score is kept” in terms of business performance. It is, therefore, in the self-interest of marketers to become familiar with financial reporting. Doing so will allow them to understand how marketing activities are recorded. In addition, academic researchers need to understand the meaning of the financial measures that they often use as the metrics of success when researching marketing strategy questions.

This is especially important since financial reporting generally does not recognize assets created by marketing investments. In order to substantiate a claim that “brands are assets”, marketers must be able to explain how the financial accounting rules misrepresent economic reality and why managers might use a different set of principles for management reporting.

We argue that the misrepresentation of market-based assets has two forms of negative impact for marketers: external and internal. The external problems are that financial statements are not especially informative about the value of marketing for the providers of capital and do not provide a true portrait of the economic resource base of the company. The internal problems are that marketers cannot point to valuable assets that they are creating, nor can they be effectively held accountable for the way that these assets are managed given that the assets are not recorded.

We do not expect immediate radical changes in financial reporting because financial accounting rules are designed with the specific interests of the suppliers of capital (debt and equity) in mind. To influence financial accounting developments, such as encouraging greater disclosure of marketing activity in the notes to the published accounts, marketers must be able to communicate in language understood by accountants and the current users of financial accounts. To aid this we provide guidance for marketers on the purpose and practices of accounting. We also discuss how academic marketing researchers might wish to adjust financial accounting data to capitalize a proportion of marketing expenses for companies where marketing is a primary driver of business performance.

This study focuses on a survey of chief financial officers (CFOs) in public firms in Japan concerning the following six points: the importance of the definition earnings quality; higher quality earnings; the determinants of earnings quality; prevalence, magnitude, and motivation of earnings management; accounting that influences earnings quality; and misrepresenting of earnings. The results are following: first, Japanese CFOs define earnings quality as earnings accurately reflecting economic reality, earnings accurately reflecting the results of operations, and earnings backed by cash flows, earnings sustainability, recurring, and consistent, and earnings reflecting long-term trend importance. Second, Japanese firms consider earnings that reflect consistent reporting choices over time as higher quality. They do not consider that earnings having accruals that are eventually realized as cash flow as higher earnings quality. Third, Japanese CFOs indicate that 30% of earnings quality is impacted by firm characteristics such as firm’s business model, industry, and macroeconomic conditions. Surprisingly, the influence of the board of directors is greater than the impact of their internal controls. Fourth, as for the determinants of earnings quality, CFOs consider that more than 70% of Japanese CFOs do not allow the discretion and that accounting standards limit their ability to report higher earning quality. Fifth, Japanese CFOs consider that higher earnings are influenced by accounting principles such as policies that match expenses with revenues and policies that rely on fair value accounting as much as possible. Sixth, CFOs themselves predict that 50% of Japanese firms use discretions and that they use 20% of earnings per share (EPS). Since there is inside and outside pressure to hit earnings benchmarks, Japanese firms possess the motivation to use earnings to misrepresent economic performance, Japanese managers see a red flag when generally accepted accounting principle’s earnings do not correlate with cash flow from operations.

Purpose – This study examines both the short- and long-term share price reaction to announcements of financial restatements cited in the U.S. General Accounting Office (2006) database.

Methodology – It uses the augmented four-factor Fama-French model for assessing share price reaction.

Findings – The study finds that the average cumulative abnormal return (CAR) for a sample of 553 restatements (by 437 companies) is significantly negative (−1.58) for the three-day window surrounding the day of announcement. The average CAR for the one-year period prior to the announcement (−9.6%) and for each of the four years after the announcement is negative as well, with the average CAR for the four years adding up to −22%. The study also documents differences in CARs based on the entity prompting the restatement (company, auditor, and Securities and Exchange Commission), the reason behind the restatement (revenue, cost, reclassification of item, etc.), and for one-time versus repeat offenders.

Social implications – Taken together, the findings indicate that financial restatements impose significant short-term as well as long-term costs on shareholders.

Originality/Value – The evidence about long-term share price reaction to financial restatements is missing in prior research. The relationship between long-term and short-term share price reaction to financial restatements fails to suggest systematic over/underreaction by the market.

This study takes the position that the concept of fraud is socially constructed. Moreover, it asks why and how different understandings of fraud have emerged. Insights from the work of Lakoff and Johnson (1999, 2003; Lakoff, 2002, 2004, 2009) are used to analyze language revealing dominant worldviews and metaphors regarding fraud. The research method is a case study (Yin, 2014), and the analytical approach used parallels the one described in O’Dwyer (2004). The research setting is a report issued by the Financial Crisis Inquiry Commission, which provides a context to study different understandings of fraud due to the report’s divided nature. The analysis reveals three alternative worldviews, representing different assumptions about reality, that are at the root of the different understandings of fraud. These worldviews also lead to the usage of different conceptual metaphors which allow the commissioners to interpret facts in a manner that supports each worldview’s assumptions. The paper also concludes by providing a nuanced and critical examination of the results of the commission concerning its understanding of fraud.

This research chapter argues lawyers, not just bankers, for good and bad have been involved in all aspects of the current financial crisis. Indeed after examining and assessing various civil causes of action related to the “Mortgage Meltdown” and its aftermath, it appears if lawyers had been less involved or had raised warnings about legal risks as well as economic ones, whether the financial impact would have been so disastrous and widespread. Indeed by raising cautionary flags earlier, lawyers might have better served both the clients’ and the public's long-term interests. This view thus complements issues related to criminally prosecuting mortgage fraud that has also seen explosive growth and where lawyers have again played central roles. Lawyers have been involved at the back end too in terms of legislation or resolving issues such as bankruptcies and foreclosures.

The chapter examines several causes of action the media have reported being raised by various parties and how they illustrate the role lawyers, regulations, and legislation have played in the origins and evolution of the current crisis. The cases explored involve individual parties and class actions. The chapter also analyzes in detail a case representing opposite ends of the origination and foreclosure closure spectrum by describing a derivative shareholder suit against corporate officers and directors actively involved in creating the subprime mess, who were then sued for covering up the inevitable results from failed loans in the reports to shareholders. It thus illustrates the legal complexities emerging from the abuse of complex financial and organizational structures impacting many investors. Finally the chapter concludes by arguing there is a public policy need not only for financial regulatory reform but also for a tightening in the professional standards and regulatory penalties imposed on lawyers involved in such transactions.

Part II contrasts the views of materiality in the Conceptual Frameworks of the IASB, FASB, IPSAS, and other framework such as the Integrated Reporting. In particular, it analyzes at what level and how differently that concept interacts with the qualitative characteristics of financial information in each of those frameworks. It looks at its pervasiveness and entity specificity, the interlock with the concept of relevance, reliability and faithful representation, completeness, understandability, neutrality, and drills down to the link to recognition.

This part then compares the definitions of materiality in different standards and contexts, to then draw a taxonomy of materiality and its attributes, such as the subject matter, thecontext of assessment, the addressees, the assessor, and the materiality test. A large part of the analysis involves the comparison between legal definitions of materiality and characterizations in the accounting, financial, and larger management contexts.