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The Dark Side of 'Good' Corporate Governance: Compliance-Fuelled Book-Cooking Activities


Tom Kirchmaier


University of Manchester - Manchester Business School; London School of Economics & Political Science (LSE) - Financial Markets Group (FMG)

Mariano Selvaggi


London School of Economics

April 2006

FMG Discussion Paper No. 559

Abstract:     
We argue that obligatory compliance with stricter financial reporting rules (e.g., the US Sarbanes-Oxley Act) may entail important unintended consequences. Paradoxically, the amount of misreporting may increase because corporate boards spend more valuable resources fulfilling statutory mandates rather than involving themselves in forward-looking strategy setting. As these surveillance devices are substitute methods of gauging management quality, when boards focus on the firm's internal control and accounting system they become semi-detached from strategy - their business acumen falters. Top executives are then judged primarily on the basis of financial metrics as opposed to long-term fit. As the balance sheet review carries more weight in the board's decision-making process, the return to managerial book-cooking (a purely influence activity) and the risk of endorsing flawed business plans swell.

Number of Pages in PDF File: 26

Keywords: Corporate Governance, Earnings Manipulation, Auditing, Misreporting

JEL Classification: D23, G34, G38, K20, M21, M41, M43

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Date posted: April 12, 2006  

Suggested Citation

Kirchmaier, Tom and Selvaggi, Mariano, The Dark Side of 'Good' Corporate Governance: Compliance-Fuelled Book-Cooking Activities (April 2006). FMG Discussion Paper No. 559. Available at SSRN: http://ssrn.com/abstract=895362 or http://dx.doi.org/10.2139/ssrn.895362

Contact Information

Tom Kirchmaier (Contact Author)
University of Manchester - Manchester Business School ( email )
Booth Street West
Manchester, M15 6PB
United Kingdom
+44 161 275 7781 (Phone)
London School of Economics & Political Science (LSE) - Financial Markets Group (FMG) ( email )
Houghton Street
London WC2A 2AE
United Kingdom
+44 207 852 3588 (Phone)
HOME PAGE: http://fmg.lse.ac.uk
Mariano Selvaggi
London School of Economics ( email )
Houghton Street
London, WC2A 2AE
United Kingdom
4402079557544 (Phone)
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