Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation: Evidence from the Sarbanes-Oxley Act
University of Illinois at Chicago
Joanna Shuang Wu
Simon Graduate School of Business, University of Rochester
Jerold L. Zimmerman
University of Rochester - Simon School of Business
September 3, 2008
Journal of Accounting Research, Forthcoming
Simon School Working Paper No. FR 07-07
This paper provides evidence about the unintended consequences arising when small companies are exempted from costly regulations - these firms have incentives to stay small. Between 2003 and 2008, the SEC postponed compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (SOX) for "non-accelerated filers" (firms with public float less than $75 million). We hypothesize and find that some of these firms had an incentive to remain below this bright line threshold. Moreover, we document that these firms remained small by undertaking less investment, making more cash payouts to shareholders, reducing the number of shares held by non-affiliates, making more bad news disclosures and reporting lower earnings than control firms. Finally, there is no evidence that firms remaining small are doing so to maintain insiders' private control benefits. These findings have implications beyond SOX because numerous federal and state regulations exempt small firms via bright line size thresholds.
Number of Pages in PDF File: 62
Keywords: unintended consequences, regulations, Sarbanes-Oxley Act, Section 404
JEL Classification: G18, G31, G32, G35, K22, M41Accepted Paper Series
Date posted: September 14, 2007 ; Last revised: April 21, 2009
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