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This study investigates the relation between lawsuit attributes that support an inference of fraud and the probability and the size of securities lawsuit settlement. A sample of 607 securities lawsuits between 1996 and 2006 is used in the analysis of the probability of settlement and a subsample of 261 lawsuit settlements is used in the analysis of the size of settlement. The empirical results indicate a positive association between the probability of a settlement and accounting irregularity, SEC enforcement action and stock offer. Accounting irregularity and SEC enforcement action are also documented to be positively related to the size of the settlement. The results imply that a stock offer supports a strong inference of fraud and the presence of accounting irregularity and SEC enforcement action in a lawsuit filing strengthens the fraud allegation and increases the likelihood of a settlement. The findings also suggest that the stronger the inference of fraud, the greater the size of the settlement. The results of this study add to our understanding of the determinants of securities lawsuit settlement. Studies using securities litigation as a proxy for fraud can use the results of this study to distinguish between fraud-related and nonfraud-related lawsuits.

The economic doctrine of market efficiency plays an essential role in securities fraud litigation. In lawsuits alleging violations of SEC Rule 10b-5, the plaintiffs typically must argue that the market for the relevant security is efficient, and therefore that the “fraud on the market” doctrine applies. However, the term “market efficiency” is often applied imprecisely. In this chapter, we discuss properties of efficient markets that have been proposed in academic research, legal scholarship, and case law. We explore what must be assumed about capital markets for each of these properties to hold. We then ask how, in practice, each property could be rebutted.

The purpose of this study is to investigate the relation between the size of the legal penalty for fraud and CEO turnover.

Using a sample of 93 securities lawsuits that were filed in the US between 1997 and 2005, logit regression is used in the analysis of the relation between probability of CEO turnover and size of the litigation monetary penalty and ordinal logit regression is used to examine the relation between timing of CEO turnover and size of the litigation monetary penalty.

A positive association is documented between the size of the monetary penalty and the probability of CEO turnover. A larger monetary penalty is associated with earlier CEO turnover. Equity issue related securities lawsuit is associated with a higher probability of CEO turnover and an earlier CEO turnover.

The results imply that the greater the legal penalty levied on the sued firm, the more likely the CEO is considered as being complicit in the alleged fraud. A limitation of this study is that in constructing the sample, some meritorious lawsuits that may have resulted in legal penalty but were dismissed for procedural reasons were excluded. Further, the CEO turnover data did not provide sufficient information about the reason for the termination of the CEOs.

This is one of the first empirical studies to examine the relation between the legal penalty for fraud and CEO turnover in the period after the Private Securities Litigation Reform Act. This study adds to the existing literature on the consequences of financial misreporting on managers by documenting an association between the legal penalty for fraud and CEO turnover.

The purpose of this study is to investigate whether the likelihood that a firm will face financial statement fraud litigation is affected by the disclosure of internal control material weaknesses (MW) and the “busyness” of a firm’s board of directors.

The results are derived from logistic regression models and data are collected from the Audit Analytics database augmented by data from CompuStat, the Stanford Law School website and the SEC Accounting and Auditing Enforcement Releases. The authors also test for endogeneity with a propensity score matching procedure.

The authors find that an MW report is strongly associated with the likelihood of subsequent financial statement fraud litigation, and that the influence of entity-level MW on litigation likelihood is stronger than that of account-level MW. Moreover, the number of outside board directorships significantly increases the influence of entity-level MW on the likelihood of litigation, indicating that board of directors’ busyness significantly increases the risk of litigation.

Previous research notes that board members holding multiple directorships cannot effectively oversee the financial reporting process and, thus, are associated with poorer governance. The authors extend this implication of board busyness to the association between disclosure of MW type and the filing of subsequent litigation alleging financial statement fraud. To the best of the authors’ knowledge, no other research has done so.

The purpose of this paper is to analyze the US Supreme Court's April 27 decision in Merck & Co. v. Reynolds as it affects the statute of limitations defense in securities fraud cases.

The paper explains the background of the Merck opinion, including the limitations period under 28 USC §1658(b)(1) for private securities fraud cases, a District Court dismissal of the original complaint, and a Third Circuit reversal; outlines three principles articulated by the US Supreme Court for applying §1658(b)(1) to securities fraud claims; and discusses what the Merck decision means for private securities fraud litigation.

The Merck decision is likely to affect private securities fraud litigation in several ways, most of which will benefit plaintiffs, who will argue that their claims are not time‐barred because the two‐year statute‐of‐limitations clock begins to run later.

The paper provides practical guidance by experienced securities lawyers.

The purpose of this paper is to compare the effect of corporate governance variables and fraud litigation on audit fees both before and after the implementation of the Sarbanes‐Oxley (SOX) Act in 2002.

The paper utilizes a sample of firms that had litigation proceedings filed against them for fraudulent financial reporting, and compare these firms to a sample of non‐fraud firms in the pre‐and post‐SOX period. First, the authors examine indicators of audit fees using the Simunic model. Next, the authors develop a logistic regression model with corporate governance variables and other financial control variables in order to identify the characteristics of firms that are accused of fraud in the pre‐and post‐SOX period.

The paper identifies specific components of corporate governance that are positively related to audit fees and which subsequently aid in classifying companies subject to fraud litigation. The most successful logistic regression model for 2005 (post‐SOX) is 64.4 per cent accurate in distinguishing firms litigated for fraud, while the most successful model for 2001 (pre‐SOX) is 61.4 per cent accurate in distinguishing such firms.

The research design and findings assist in providing additional evidence about the association between the effectiveness of the corporate governance structure and the external auditor in assessing the risk of fraud.

The purpose of this paper is to review research on litigation in corporate finance.

This paper surveys studies on the estimation of litigation risk, litigation costs, stock reaction to lawsuit announcement, and the effect of litigation on corporate financial policies and outcomes.

The first section presents a survey of studies that estimate litigation risk. The authors then discuss a set of studies that focus on the various costs associated with litigation. The third area of review is about studies which estimate the market reaction to a lawsuit announcement. The next section surveys studies that examine the relation between litigation and a variety of corporate policies, behaviors, and outcomes. The authors then discuss the emerging literature on how corporate political connections can influence the outcome of litigation. The survey concludes with a brief summary and a discussion of suggestions for future research involving corporate litigation.

By providing an extensive review of the literature on litigation in corporate finance, this survey can help researchers to identify recent trends in litigation research and select promising new avenues of investigation in the field.

The purpose of this paper is to examine the hypothesis that a period of sustained supernormal firm performance (for up to five years before fraud commission) creates financial pressure on actors/agents so they have a propensity to behave fraudulently to keep the good times (apparently) rolling.

Applying the Fama and French (1993) three-factor model using a range of calendar time portfolio methodologies, the authors measure abnormal drifts in stock performance in periods up to five years before alleged fraud commission dates. The authors examine a sample of 561 US firms subject to enforcement actions initiated by the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) over 1968-2009.

The authors find that sustained firm-specific positive stock price performance for up to five years followed by the almost inevitable adverse shock, which eventually brings the good times to an end, generally precedes corporate fraud. Fraud occurs when firm managers engage in misconduct in a misguided attempt to keep the good times (apparently) rolling despite the negative shock.

The sample is restricted to firms with trading histories on the stock market prior to the misconduct, and to firms contained in the Federal Securities Regulation database of US firms subject to enforcement actions initiated by the SEC and the DOJ over 1968-2009.

The desire to keep the good times rolling appears to be a very important driver of fraudulent behavior, even after controlling for the executive compensation incentive effects and business cycle effects emphasized in prior studies. The robust findings of positive abnormal returns for up to five years preceding initial fraud commission suggest that regulators and investors would be well-advised to scrutinize the behavior of firms that exhibit surprisingly persistent superior performance over an extended period. If the financial results appear too good to be true, a closer examination might just reveal that they indeed are.

While most investors generally like to see the “good times keep rolling” this pressure can create ethical dilemmas for managers.

Unlike most other papers in this area of the literature, which concentrate on the pre-fraud disclosure, the authors investigate the firm’s performance in the pre-fraud commission period. The authors find that the commission of the alleged fraud is preceded by a sustained period of surprisingly good performance of up to five years in length. The authors believe that the paper provides empirical evidence that supports the hypothesis that a period of sustained supernormal firm performance (for up to five years before fraud commission) creates financial pressure on actors/agents so they have a propensity to behave fraudulently to keep the good times (apparently) rolling.

The purpose of this paper is to consider the appropriate Internal Revenue Service (IRS) tax filings for individual and fund‐of‐fund (FOF) investors who have incurred losses from hedge fund fraud.

The paper describes the types of losses investors have suffered; explains the types of relief the IRS provides; recommends the steps investors should take in filing claims; discusses special issues for FOFs, recoveries from the Securities Industry Protection Corp. (SIPC), treatment of litigation expenses, and recent IRS guidance; and provides a sample tax‐claim calculation.

For defrauded investors, two types of relief may be available: filing a tax return for the taxable year in which the fraud is discovered to claim an ordinary loss from theft for the entire adjusted basis in the fraudulent investment; and filing for refunds of tax erroneously paid in prior years on income fictitiously reported by the Ponzi scheme.

The paper provides timely guidance from an expert on tax issues related to hedge funds. Readers need to be aware that resolution of many issues discussed here is uncertain and the subject may be characterized as a “moving target”.

The purpose of this paper is to investigate the effects of class action litigation on firms' cost of equity capital.

The paper uses three different models to estimate the cost of equity capital. To separate the impact of lawsuit filings on the cost of equity capital from that of the revelation event, a sample of lawsuits with a long lag between the disclosure events and filing dates was analyzed. Also, a comparison group study was conducted to illustrate the distinct impact of a lawsuit filing on the defendant firm's cost of equity capital. Finally, a multivariate analysis was used to examine the factors that affect the magnitude of such impact.

The paper finds that filing of a class action lawsuit results in a significant increase in the defendant firm's cost of equity capital incremental to the effect of the disclosure event. Additionally, increases in the cost of equity capital after the lawsuit filings are higher when the lawsuits involve generally accepted accounting principle (GAAP) violation and have high merit, and when the defendant firms are small and have high leverage.

Findings in this paper suggest that the filing of a lawsuit brings new information to the market and is likely to increase the defendant firm's cost of equity capital by increasing the perceived risk in corporate governance, information asymmetry and operation.

This paper reveals securities class actions increase the defendant firms' cost of equity capital.