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  • 1. From Norms towards Standards of Corporate Financial Reporting: Transition and Consequences Shyam Sunder Yale University Eighth International Accounting Conference Indian Accounting Association Research Foundation Kolkata, January 6, 2007
  • 2. Summary • Norms of accounting are important in financial reporting • Federal regulation of securities induced transition from norms towards written standards in accounting thought, practice, regulation, instruction, and research • Generally accepted accounting principles—no longer a description in its plain English meaning of a generally accepted societal norm • Capitalized: Accepted Accounting Principles • Social norms maintained by internal and external sanctions • Standards enforced by authority with power to punish • Recent failures; wisdom of transition from norms to standards? • Norms in professional, neighborhood, national, legal aspect of life • Consequences of transition from norms to standards • Has the pendulum of standardization has swung too far? • What should be the balance between norms and standards in accounting? 5/13/2010 Sunder: Accounting as Social 2 Norms
  • 3. Institutionalization of Rule Making • Since 1960’s, accountants’ occupation with keeping the government out of making accounting rules • Creation of private rule-making institutions • Beliefs about what can and cannot be achieved by rules • Expanded rule books serve as road maps of evasion for the unscrupulous • Instead of promoting fair representation of the ―big picture,‖ they frustrate the intent of the rule makers 5/13/2010 Sunder: Accounting as Social 3 Norms
  • 4. Trying to Keep the Government Out • Four decades of accounting emphasis on keeping the government out of rule making • Based on a general dislike of government rules that might constrain business • But many government rules benefit businesses – Road traffic, aviation, health and sanitation, environment, safety • SEC already has the statutory authority to set the rules • FASB just keeps running harder just to keep the government out, making more detailed standards • Unlike cotton and diamond trades, accountants have not developed a comprehensive private mechanism to substitute government mechanisms 5/13/2010 Sunder: Accounting as Social 4 Norms
  • 5. Structural Weakness • Few agencies have rule making as their only function • A permanent rule-making bureaucracy must make rules to justify its budget and existence – FASB (until recently) depended on revenues from sale of its publications – Challenge to publish-or-perish very real – Inevitably, rulebook must get thicker over time 5/13/2010 Sunder: Accounting as Social 5 Norms
  • 6. Incentives Created by Private Rule Making Institutions • Existence of rule making institution encourages requests for ―clarifications‖ – Lower resistance to client requests – General principles are questioned: Yes, it says ―Thou Shalt Not Steal,‖ but I only borrowed the car – Competition among auditors makes it worse – After the change in auditors’ code of ethics, partners rewarded for rainmaking, not their technical mastery or professional judgment 5/13/2010 Sunder: Accounting as Social 6 Norms
  • 7. Effect of Rule Makers on Behavior of Auditors • Pushed by clients to cite line and verse to support their positions • Calls to FASB: the rule is not clear • Inability of FASB to respond in timely fashion becomes basis for client to have his way • Absent rule making agency, the auditor would have had to worry about the fair representation requirement under the security laws • Existence of FASB as an unwitting supporter of the attitude: ―if it is not proscribed, it must be OK‖ 5/13/2010 Sunder: Accounting as Social 7 Norms
  • 8. Hide-and-Seek at the Wall Street • Investment banker calls the FASB • Financial engineering to get around the rules • Reasonable body of rule might be devised to deal with a given set of transactions • No rules can be devised when transactions are continually redesigned to get around a slowly adapting body of rules • Minimal changes to get over the bar • Wall Street calls to FASB can have the character of the thief asking when you plan to be away from home 5/13/2010 Sunder: Accounting as Social 8 Norms
  • 9. Rule-Making Monopolies • Monopolies in US (and EU) deprive the economies and rule makers of the benefits of observation from experimentation with alternatives • Difficulty of discovering efficient rules • Cost-of-capital consequences unclear • Self-serving arguments by constituents • Why deny ourselves the benefits of information derived from competition 5/13/2010 Sunder: Accounting as Social 9 Norms
  • 10. Why the Shift from Norms to Written Prescriptive Standards • Misunderstanding of the role of social norms in law • Popularity/promotion of stock and accounting- based compensation for senior managers • Promotion of competition in the market for audit services • Creation of full-time private rule making agencies • Has this shift gone too far? How do we know and decide? 5/13/2010 Sunder: Accounting as Social 10 Norms
  • 11. Errors of Inclusion and Exclusion in Classification Schemes • Detail should not be confused with precision (ten Commandments or 100) • Greater the detail, greater the errors of exclusion and fewer the errors of inclusion (Sunder 1984) • In classifying multi-attribute objects (e.g., transactions) exclusion and inclusion errors cannot be avoided, only balanced 5/13/2010 Sunder: Accounting as Social 11 Norms
  • 12. Basic Records Approach • Goetz and Schmalenbach proposed making basic accounting records available for alternative aggregations by users (later popularized as ―events approach‖ by George Sorter • Database technology exists, but its use would involve reallocation of property rights in information and of rents 5/13/2010 Sunder: Accounting as Social 12 Norms
  • 13. Clear Rules or Road Maps for Evasion • A law or rule must strive for clarity and enforceability without being a road map for evasion – Documents for entering a country – Schedules and routes of border petrol – Bright line accounting standards (3% SPEs, etc.) remove the uncertainty for financial engineers • Many clarifications facilitate financial fraud • Standard-writing agencies become unwitting accomplices of evaders 5/13/2010 Sunder: Accounting as Social 13 Norms
  • 14. Nature of Social Norms • Social norms of a group are shared (common knowledge) expectations of its members about the behavior of others – Etiquette, dress, table manners, grammar, language, customary law, private associations. • Objective of norms is observable behavior, not unobservable beliefs • Must be a consensus, not just majority support • Dictionaries become respectable by attracting a following, not by enforced authority 5/13/2010 Sunder: Accounting as Social 14 Norms
  • 15. Example of an Accounting Norm • Revenue recognition • Inherently subjective • Complete specification of conditions both unnecessary as well as infeasible • No authoritative source • Everybody is free to propose their own norm; they may or may not be accepted • Authority derives from general acceptance by the financial community and disapproval of deviations 5/13/2010 Sunder: Accounting as Social 15 Norms
  • 16. How Do Norms Work? • Can social norms, subjective, incomplete work in high stakes contentious environment of financial reporting? • The work well in law, including securities law • Lawyers do not replace norms by law • 5,000 word US constitution, unwritten in U.K. • Juries: guilty beyond reasonable doubt • Try to pick unbiased juries, may be isolated • Insider trading definition: non-public information • Role of authority and procedure in ill-defined settings 5/13/2010 Sunder: Accounting as Social 16 Norms
  • 17. Norms in Accounting • Interactions among managers, accountants and regulators, absence of procedural rigidities and ultimate authority made financial reporting unfriendly to norms • Solving agency problem by links of compensation to accounting measures made it less feasible to use incompletely specified norms for financial reporting • Outside audit was the control: but it has its own conflict of interest, made worse by encouragement of competition among auditors • Final authority: no second guessing of jury decision • Given conflict of interest, second guessing is inevitable unless accounting is entrusted to an insulated bureaucracy 5/13/2010 Sunder: Accounting as Social 17 Norms
  • 18. Dictionary and Inventory of Accounting • GAAP changed from codification in the sense of organization of existing practice (dictionary) to normative prescription • Kohler’s Dictionary of Accounting • Paul Grady’s Inventory of GAAP – Not to discover new accounting principles – Principles and practices regarded essential – To supply explanatory and connecting language • AICPA Special Committee: written expression of GAAP for guidance, narrow difference and inconsistency; persuasion, not compulsion • More than Miss Manners, short of Academie Francaise • How did financial reporting fall into the trap of prescriptive standards? 5/13/2010 Sunder: Accounting as Social 18 Norms
  • 19. Beliefs about Enforcement and Effectiveness • Dentists apply only gradual pressure on braces • Criminal law does not prescribe maximum possible punishment (cut off the hands of thieves) induces more evasion • Progressive increase in powers of enforcement behind accounting standards • Does greater enforcement raise compliance or lower the professionals’ personal responsibility for fair representation • What evidence do we have on the effectiveness of stronger enforcement in financial reporting 5/13/2010 Sunder: Accounting as Social 19 Norms
  • 20. Possible Reforms • Removing or weakening performance-contingent executive compensation – Missing evidence on link of compensation to work and performance • Take the control of accounting and reporting functions away from managers • Scale back on support of auditor competition • Moral compass for social norms: ultimate judgment on fair representation in the hands of accounting courts (Leonard Spacek’s proposal) • Competitive among bodies that set accounting standards (What is cost of capital?) • Current movement in support of accounting monopolies • Effectiveness of Sarbanes-Oxley Act of 2002 unclear 5/13/2010 Sunder: Accounting as Social 20 Norms
  • 21. Thank You. Shyam.sunder@yale.edu www.som.yale.edu/faculty/sunder
  • 22. 5/13/2010 Sunder: Accounting as Social 22 Norms
  • 23. 5/13/2010 Sunder: Accounting as Social 23 Norms
  • 24. Outline • Why such widespread accounting abuses? • Short, medium and long-term perspectives • Accounting by norms • Regulation and the age of standards • Evidence for other social phenomena • Failures of markets, and of regulation • Standards as road maps for evasion • What could we do? 5/13/2010 Sunder: Accounting as Social 24 Norms
  • 25. Accounting Abuses • U.S. Accounting abuses and their consequences • Response: overhaul of accounting and auditing regimes – Additional powers to the Securities and Exchange Commission (SEC) – Additional requirements on the certification of internal controls – Public Company Accounting Oversight Board (PCAOB) to oversee audits of public firms, write auditing rules, and to monitor audit firms and the industry – Effectiveness of these measures an open question • Failures unusual, unexpected, undesirable, and unacceptable • Frequencies of restatements of financial reports, SEC enforcement actions, court cases, and out-of-court settlements—all rose sharply • More than a case of self-perpetuated media frenzy • Little anticipation in the nineties of this deluge of failures • Diagnose the problem: short and medium-term issues, and then the longer term issues 5/13/2010 Sunder: Accounting as Social 25 Norms
  • 26. Exhibit 1: Financial Reports Restatements in U.S. in 1990-2002 (Sources: Financial Executives International and General Accounting Office) 250 200 Frequency 150 100 50 0 90 91 92 93 94 95 96 97 98 99 00 02 001 ) o. 19 19 19 19 19 19 19 19 19 19 20 M 2 (6 20 Year FEI Data FEI Data/SEC Enforced GAO Data 5/13/2010 Sunder: Accounting as Social 26 Norms
  • 27. A Short-Term Perspective • The immediate causes of failures: beliefs of executives, auditors, lawyers, investment and commercial bankers, and corporate directors that they could default on their duties without bearing the consequences – Compounded by the failure of government to discipline the individual failures • Cases are winding their way through the courts • Will enforcement of the existing laws remedy the problem? • Mixed signs so far: – Enron’s auditor is out of business but its law firm is not – Qualified people reluctant to serve as the directors; nominating committees reluctant to choose technically qualified but unknown people for boards – More non-employees on audit and compensation committees; but we do not yet know if they would serve the interests of others any better – Stock option grant rates slowed down in 2002, yet the rapid rise in the compensation of senior executives continues – Stiff resistance to Donaldson’s proposals from business and Wall Street 5/13/2010 Sunder: Accounting as Social 27 Norms
  • 28. Medium-Term Perspective • Two critical events of the recent decades – U.S. government decided to push competition in the audit industry in 1979 (Sunder 2003) – Rise in performance-contingent compensation for senior corporate executives • Policies driven by the dominant economic theories of the moment – Competition was also supported by the U.S. Supreme Court through its decisions (e.g., Bates vs. Bar of the State of Arizona) • The general theory (competition promotes economic efficiency) applied to audit industry created a textbook example of a ―market for lemons‖ • Price and quality of audit services declined in the early eighties • Audit firms try to find alternative sources of revenue (consulting) • Audit services become loss leaders for consulting • Fall in prices and the quality of audit services, combined with the increased executive temptation to commit accounting fraud (growth of performance- contingent executive compensation, Erickson et al. 2005) • Consequences of this combination were played out over two decades until a sharp drop in the economy and the stock market, following the dotcom bust, brought the house down 5/13/2010 Sunder: Accounting as Social 28 Norms
  • 29. Longer-Term Perspective • Over a century, another pattern emerges • Since the enactment of the securities laws in the early 1930s, the U.S. has seen a steady shift in financial reporting – From business and professional norms towards legislated written standards enforced by threats of explicit punishment for violators • This shift altered virtually all aspects of accounting (including education) • The recent collapse can be seen as a logical consequence of the policy decisions of the past seven decades. 5/13/2010 Sunder: Accounting as Social 29 Norms
  • 30. Accounting by Norms • The early twentieth century predominance of norms • The charge the American Association of Public Accountants gave to a Special Committee on Accounting Terminology in April 1909 – to collate and arrange accounting words and phrases and show in connection with each the varying usages to which they are put. … This committee will not attempt to determine the correct or even the preferable usage where more than one is in existence (Zeff 1971, p. 112). • In 1918, a memorandum on auditing procedures, prepared by the American Institute of Accountants, and approved by the Federal Trade Commission (FTC), and originally published in the Federal Reserve Bulletin, labeled ―A Tentative Proposal Submitted by the Federal Reserve Board for the Consideration of Banks, Bankers, and Banking Associations; Merchants, Manufacturers, and Associations of Manufacturers; Auditors, Accountants, and Associations of Accountants.‖ • The intent was to coordinate the evolution of norms, and not to impose a standard. 5/13/2010 Sunder: Accounting as Social 30 Norms
  • 31. Facilitating Evolution of Norms • In 1918, the American Institute of Accountants appointed a Special Committee on Interest in Relation to Cost to address a lively controversy on imputed interest as part of the cost of production • The Committee’s recommendation against inclusion of imputed interest in cost of production, approved at the annual meeting of the Institute, does not become accepted as an accounting norm • The Institute appoints a special committee on the standardization of accounting procedure ―to consider all questions of procedure brought before it, and to make recommendations from time to time on vexed questions in the hope that ultimately there may be established something approaching uniformity of procedure throughout the country‖ • The charge suggests facilitation to form norms, not legislation of standards. During its eleven-year tenure (1918-1929), the Committee produced six reports, and none was submitted for an official stamp of approval of the membership 5/13/2010 Sunder: Accounting as Social 31 Norms
  • 32. Norms as an Attitude • The absence of authoritative standards of accounting did not mean that the world of accounting had less order in the early twentieth century than in the early twenty-first • Active mechanisms the accountants used to identify the norms of their profession – Journal of Accountancy and the CPA Journal served as forums for active, even feisty debates on accounting and auditing; a function largely abandoned by the accounting journals over the past quarter century when authoritative standards pushed the norms out – During 1920-29, the Librarian of the Institute issued 33 ―special bulletins‖ on topics referred to them, without the authority of the Institute. – In 1931, the Institute published a 126-page book Accounting Terminology, a compilation of accounting terms and their definitions as a matter of advice, not authority. – (See Kitchen’s (1954) Costing Terminology, a cogent argument for resisting the temptation to issue authoritative definitions, especially in accounting) – Throughout the 1920s and into 1930s, a committee of the Institute worked in close cooperation with a committee of Robert Morris Associates, an organization of bank loan officers, to respond to inquiries submitted to them. 5/13/2010 Sunder: Accounting as Social 32 Norms
  • 33. Norms Not Enough: An Era Ends • Role of fair value accounting in the ―roaring twenties‖ • The stock market crash of 1929 • Severe economic depression that followed, precipitated another crash • Loss of credibility of norms of accounting, and the formal or informal mechanisms by which these norms evolved and were sustained • Too many had lost wealth, livelihoods, even lives • Financial reporting transgressions were far too many, people lost trust in the social contract • It was time to identify and punish—at least constrain—the guilty • Politicians responded the only way they could and introduced securities laws and regulations. • In the following seven decades, accounting and audit failures have been interpreted as evidence that norms do not work; • Norms were gradually shifted to the back burner, and legislated accounting standards rose to dominate accounting • Have the standards achieved, and can they achieve, their purported goal? 5/13/2010 Sunder: Accounting as Social 33 Norms
  • 34. Federal Securities Regulation • In 1933-34, U.S. Congress give SEC the legal authority to regulate financial reporting • The first three decades: mostly codifying the existing practices • Gradually, these efforts shifted from identification of conventions or social norms to promulgation of legally enforceable standards • Increasingly assertive nomenclature of the three private sector organizations to write accounting rules – The Committee on Accounting Procedure’s Accounting Research Bulletins (1948-59) – The Accounting Principles Board’s Opinions (1959-73) – The FASB’s Financial Accounting Standards (1973 to present). (IASB’s International Financial Reporting Standards being the latest addition to this trend) • By 2000, the social norms have few advocates left, most favor legislated standards (with legal enforcement) model for financial reporting • Yet, the evidence that formal standards do any better than social norms of financial reporting remains elusive • The case for the efficacy of enforced standards remains to be made • In the absence of evidence, should the benefit of doubt go to the government or the market? • Thoreau’s motto: ―that government is best which governs least.‖ 5/13/2010 Sunder: Accounting as Social 34 Norms
  • 35. Standards as Progress • Accountants shifted their allegiance from norms to authoritative promulgation • Profession now views standardization as a measure of progress (our rule book is thicker than yours!) • Most research refers to standards with respect, if not approval – ―By the outset of the 1970s, an energetic and ambitious plan was in operation.‖ Zeff on attempts of the English Institute in Lectures on Forging Accounting Principles in Five Countries • Baxter analyzed the corrosive effect of authority on accounting profession half-a-century ago • Those ideas were largely ignored • There has been little research and debate on merits and consequences of standardization 5/13/2010 Sunder: Accounting as Social 35 Norms
  • 36. Standards Leave Documents for Historians • Easy to identify the history of accounting with the organized efforts to produce written rules – Such efforts leave documentary tracer for historians, norms don’t leave much even if they are widely accepted, leave nary a footprint, except in fiction • Lisa Evan’s paper on textual analysis of two novels with respect to accounting and social norms during 1923’s German hyperinflation 5/13/2010 Sunder: Accounting as Social 36 Norms
  • 37. The Appeal of Standards • Written standards: concrete, salient, published, easily disseminated, easy to find, specified formally with some precision, can be analyzed and discussed line and verse • They come into existence at a specific time, through a known and understood institutional process that may allow the participation of the constituents • When the environment changes, a systematic process is available to formulate changes and submit them to a well-specified process for possible promulgation • Democratic appeal of a transparent institutional mechanism for setting standards • Following accidents and scandals, ―the rules were not clear‖ is a popular defense • Let us make the rules clear to all—as a response to calm the political waters • Even George O. May, an influential leader of profession and an ardent supporter of norms, responded to William Ripley’s ―Stop, Look and Listen‖ (1926) by a call for clearer definition of authority • Formal written standards appeal to our sense of good housekeeping • Specified processes for enforcement of violations 5/13/2010 Sunder: Accounting as Social 37 Norms
  • 38. Norms Are Messy • Social conventions and norms are rarely well defined, vary in time and space, require an extended socialization process to learn and understand (Coleman [1990]) • They carry a penumbra of uncertainty about them • Substantial but incomplete overlap among the beliefs of the individual members of a group about its norms • Norms evolve in small, almost imperceptible steps, by processes that are not well understood • This evolution is decentralized, difficult to predict the future direction • While the evolutionary process is not opaque, the lack of definition and our poor understanding of how norms evolve make them less transparent • Scandals mock the claims of expertise and efficiency required to legitimize existing institutions • During periods of crises, political or bureaucratic decision makers feel pressured to write new standards rather than continue to rely on existing (recently discredited) norms and business practices 5/13/2010 Sunder: Accounting as Social 38 Norms
  • 39. What About Enforcement • Formal standards call for formal enforcement • Government departments, courts, regulatory agencies, industry associations, and private sector bureaucracies in national and international domains have a stake • Formal enforcement of informal social conventions is difficult, no assurance of enforcement • Word-of-mouth mechanisms in business relationships provide feedback; damage or enhance reputation (cotton and diamond trades, even e- commerce), but don’t always do so • Yet, social norms do work, nationally and internationally • The human rights movement, even the U.S. yielded recently to evolving international norms on the death penalty for minor and mentally retarded offenders • The Texas state anti-sodomy law struck down; the Court cited ―values shared with a wider civilization…European Court of Human Rights, and other nations…‖ • Standards: apparent advantages of clarity, explicitness, and the power of enforcement; but also disadvantages relative to evolutionary social norms • Consider a recent example of privacy in e-commerce 5/13/2010 Sunder: Accounting as Social 39 Norms
  • 40. E-Commerce Privacy • The U.K. (and the European Union) protect individual privacy by legislated standards monitored and enforced by government • The U.S. allows the privacy policies in e-commerce to evolve as norms or conventions of e-commerce without legislated standards or a punitive enforcement mechanism • Jamal, Maier and Sunder’s (2005) compared the performance of these two regimes: – The frequency of email messages sent to those who do (and those who do not) give consent to receive such messages, is almost identical under the two regimes (Exhibit 2). – In providing timely notice of privacy policies and obtaining consent, the performance of the standards and enforcement regime of the U.K. is about the same as that of the evolutionary regime of the U.S. (Exhibit 3) – In the absence of legislated standards and their government enforcement, a market for web assurance services, including privacy assurance, has arisen in the U.S. but not in U.K. • Formal regulation does not provide protection from the extreme behavior of a few websites • This is consistent with Enron, WorldCom, Fannie Mae, and other companies being mired in accounting scandals in the most extensively regulated financial reporting environment • Privacy has fared no better in the U.K. than in the unregulated U.S. e-commerce environment 5/13/2010 Sunder: Accounting as Social 40 Norms
  • 41. Average Number of E-mail Messages Generated Per Week (Source: Jamal, Maier, and Sunder, 2005) 10 9 8 7 6 E-mails per week 5 Series1 4 3 2 1 0 UK Sites (Opt-in) US Sites (Opt-in) UK Sites (Opt-Out) US Sites (Opt-out) 5/13/2010 Sunder: Accounting as Social 41 Norms
  • 42. Notifying Visitors: Disclosure of Privacy Policies on U.S. and UK Websites (Source: Jamal, Maier, and Sunder, 2005) 120 100 80 Percent Sites 60 40 20 0 Post a privacy policy Disclosures rate Disclosure rate when Disclosure rate when when site uses 3rd party cookies are 3rd partyies use data cookies present gathered UK sites (56) All U.S. sites (100) U.S. sites without web-seals (66) U.S. sites with web-seals (34) 5/13/2010 Sunder: Accounting as Social 42 Norms
  • 43. Failures of Market and Regulation • Regulation often proposed as a solution in case of market failure • However, regulation, too, is subject to failure (see Djankov [2003]). • Consider four possible reasons why formal standards and their enforcement, with all their apparent advantages, may not dominate social norms in financial reporting – The information problem – The design problem – The gaming problem – The signaling problem 5/13/2010 Sunder: Accounting as Social 43 Norms
  • 44. 1. The Information Problem • Rule makers’ problem: How to figure which rule is better • What is a good rule for determining interference in soccer? What is a good height of the goal posts? • Each possible answer changes the game itself • Accounting rules affect many members of society in diverse ways • The direct effect of the rules on people depends on their individual circumstances that the rule maker knows little about • Rules are designed in the hope that they will change or constrain the behavior of at least some people • Changes in the behavior of individuals interact in complex ways to generate aggregate consequences that are difficult to anticipate • The rule maker may try to ameliorate this informational disadvantage by soliciting information from the parties potentially affected by its actions. • No incentive to report truthfully; strategic responses only muddy the waters (Sunder [1997], Chapter 11, [[2003]), create the gaming problem discussed below, often forcing the rule maker to deal with unintended consequences of the rules. 5/13/2010 Sunder: Accounting as Social 44 Norms
  • 45. Evolution Incorporates Much Information • In social conventions, as in biology, evolution proceeds in fits and starts, with no assurance of progress • Each small or large change in conventions is induced by, and induces changes in, individual behavior • With each change, the social system to a new, albeit temporary, expectations equilibrium (see Sunder [2002]) • People get the chance to experience the consequences of each change, and adjust their behavior to the new circumstances • Information in possession of the individuals aggregated into these outcomes through market and other social processes (Hayek 1945) • Evolved social norms tend to incorporate more information than the rules made by legislature, boards, and other corporate entities. 5/13/2010 Sunder: Accounting as Social 45 Norms
  • 46. 2. The Design Problem • Corporate entities for setting standards need structure, people, and resources • All three needs force compromises in the design of the entity • Legislative structures emphasize representativeness; judicial structures emphasize impartiality, while bureaucratic structures value rules of procedure • Not possible to attain representativeness, impartiality, and consistency of procedure all at once • Finding the people to operate the rule-making system raises problems • The best experts may not be representative or impartial • Representative bodies may lack substantive expertise • Financial supporters seek to further their own agendas • Such inevitable compromises ―corrupt‖ the ideal of standard-setting • The gradual evolution of social conventions can be said to be free of these weaknesses of corporate entities 5/13/2010 Sunder: Accounting as Social 46 Norms
  • 47. 3. The Gaming Problem • The information problem compounded by dynamics between rules and the behavior the rules are intended to influence • Each standard alters the decision environments of individuals, and potentially alters their decisions • Induces individuals to search for new alternatives, create new opportunities • The rule makers cannot anticipate all such changes • Therefore, the new rules often lead to unintended consequences • Adjustment of rules sets up yet another cycle of new behavior and adjustments • Individuals can adjust faster than the rule makers can • Difficult to make sure that this action-reaction sequence converges to a rule and behavior in equilibrium • Informality and the flexibility of social norms can better deal with this gaming problem • Evolution is stretched over a long period of time, and may get stuck in a rut (e.g., Scapens’ monkeys with bananas) 5/13/2010 Sunder: Accounting as Social 47 Norms
  • 48. 4. The Signaling Problem • The standards approach to financial reporting favors narrowing the range of options available to the reporting entity • Intention: promote comparability and consistency, and the value of financial statements • The argument ignores the signaling value of the choices made by the reporting entity • In choosing from a given set of alternatives, one reveals private information • Managers reveal their privately held information, in part; through the financial reporting methods they choose (Levine [1996]) • The use of aggressive or conservative accounting gives away valuable information to careful readers of the financial reports • Narrowing financial reporting choices through strict standards also eliminates the ability of managers to signal information through their choice of financial reporting methods • The information, design, gaming and signaling problems are ever-present in setting standards • They deserve consideration when we weigh the roles of standards and norms in financial reporting 5/13/2010 Sunder: Accounting as Social 48 Norms
  • 49. Limits of Written Standards • Legal scholarship and practice is careful in recognizing the limits of the efficacy of written rules • When it is not possible to write a rule that will improve the state of affairs compared to a judgment-based system, the law leaves the judgment in place • When a judge asks the jury to determine if the accused is guilty beyond reasonable doubt, lay jurors would want to know how much doubt is reasonable: ten percent, two percent, or one percent? • Law does not attempt to codify answers to such questions • People who write and practice law understand all too well the consequences of clarifying such questions would be even less desirable than the consequences of leaving the answers to the best judgment, even of lay people • The SEC and the U.S. Congress refuse to clarify the definition of insider trading beyond ―trading on non-public information‖ • Again, the consequences of clarification are even less desirable than the consequences of leaving such matters to judgment. 5/13/2010 Sunder: Accounting as Social 49 Norms
  • 50. Drawing Road Maps for Evasion • Unfortunately, accountants willing to pursue endless clarification of accounting rules to the point of defining the percentages that justify – Materiality – Lease capitalization – Consolidation – Non-consolidation of special purpose entities, etc. • With such written standards it is child’s play for the Wall Street bankers, accountants, and lawyers to design transactions to frustrate the intent of the standards • Contrary to their intent, standard setters end up drawing ―road maps for evasion‖ • The Wall Street (and perhaps the City) loves it; but fair reporting gets lost • Setting up accounting institutions such as the FASB and the IASB, whose sole function is to issue new accounting rules, has contributed to the tendency to write standards which are ―generally accepted‖ only by fiat of authority • Wisdom from law, abolish the rule making monopolies in various jurisdictions, and introduce competition among rule makers with each financial reporting jurisdiction in order to address this problem (Dye and Sunder 2001, Sunder 2002). 5/13/2010 Sunder: Accounting as Social 50 Norms
  • 51. Legal Audit Requirement • The legal requirement of an independent audit of publicly-held firms blocks efficient functioning of a market for audit services • If independent audit were not a legal requirement, firms with sufficient confidence in their accounts and in their prospects would spend the money to hire reputable independent auditors to convince their shareholders about their transparency and good prospects • Firms without such confidence will not find it worthwhile to hire auditors • Investors, presented with reports with and without auditor certificates will have to make their own risk assessments and price the securities accordingly • Without government regulation, a market for certification or audit services would develop analogous to the U.S. market for web services in e-commerce – Evolution and functioning of an audit certification service for online comic book and other auctions on eBay • Instead of allowing such a market to develop endogenously, the SEC requires all firms to have their reports audited • PCAOB has been set up recently to specify the standards by which the auditing must be carried out • Adding watchmen to look after watchmen does not help • The extensive regulation of audit practice has been accompanied by commoditization of the audit, and contributed to extensive auditing failures of recent years 5/13/2010 Sunder: Accounting as Social 51 Norms
  • 52. An Agenda for Reforms • The pendulum seems to have swung too far in the direction of written standards • Reconsider a stronger role of social norms and personal and professional responsibility in accounting and business – Performance-contingent executive compensation – Transfer control of accounting system – Reconsider virtues of promoting competition among auditors (a ―market for lemmons‖) – Better use of social norms: ―fair representation‖ as a moral compass of accounting • As ―guilty beyond reasonable doubt‖ in criminal law • Neither can be captured in written standards • Creation of accounting courts to judge ―fairly represent‖ – Assist evolution of accounting norms through competition among multiple accounting rule makers (no collusion, no convergence) – Remove rule-making monopolies in U.S., Europe (and elsewhere) 5/13/2010 Sunder: Accounting as Social 52 Norms
  • 53. Thank You • Please send comments to • Shyam.sunder@yale.edu • The paper and the presentation will be available at • www.som.yale.edu/faculty/sunder/research 5/13/2010 Sunder: Accounting as Social 53 Norms

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