Search

Employing a comprehensive measure of country-level corporate transparency, we document a positive relation between corporate transparency and externally financed firm growth. This relation is robust to controlling for variables related to the quality of a country's legal institutions and the overall level of financial development. We also show that the level of external financing in the form of long-term debt is higher among firms in countries with greater corporate transparency. Further cross-sectional tests reveal that the role of corporate transparency in firm growth and external financing is less pronounced among bank-oriented countries as compared to market-oriented countries. In sum, our evidence highlights the positive impact of corporate transparency on economic growth through its impact on firm access to low-cost external financing.

SUMMARY Following the 2007–2009 financial crisis, regulators and investor groups alleged that auditors were reluctant to issue going concern opinions (GCOs) to distressed banks during the crisis, raising questions about the quality of auditors' GCO decisions. This paper investigates whether systemic risk influences auditors' GCO decisions during the crisis due to potential adverse spillover effects. Using 496 bank-year observations, we find that auditors are less likely to issue a GCO to systemically risky banks, and this auditor behavior reduces Type I errors without increasing Type II errors. The effects are more pronounced during the crisis period, especially for banks that are large and connected, have lower litigation risk, or are audited by Big 4 auditors or industry specialists. Overall, our findings suggest that during the crisis period, auditors were less likely to over-issue GCOs to systemically risky banks, resulting in more accurate GCOs. JEL Classifications: M42; G20.

SUMMARY Recent research suggests that insiders of distressed firms, fearing legal jeopardy, pressure auditors not to issue going concern opinions (GCOs) for periods in which they undertake abnormally large sales of their shares. We propose and evaluate an alternative explanation that managers anticipate GCOs and time their trades to avoid insider sales in the GCO year (hereafter, the timing hypothesis). Consistent with the timing hypothesis, we find that insider sales increase two to four years prior to the issuance of a GCO and then decline in the year of GCO. Additional analysis suggests that insiders' anticipatory trading is enabled, at least in part, by early communication between auditors and their most important clients regarding the likelihood of a GCO. These early communications appear to reduce the likelihood of dismissal when auditors do eventually issue a GCO.

We empirically examine whether adopting a uniform set of accounting standards mitigates information frictions in financial markets and facilitates market integration. Using a difference-in-difference design, we find that after the mandatory adoption of IFRS local stock returns incorporate more global information and at a faster speed. The effect of IFRS adoption is stronger in countries where there are larger improvements in accounting comparability and for firms with a larger increase in foreign ownership. Overall, our results suggest that accounting standards harmonization facilitates financial market integration.

This study examines whether and when real earnings smoothing influences firm-specific stock price crash risk. Using a sample of U.S. public firms for the years 1993 through 2014, we find real earnings smoothing to be positively associated with firm-specific stock price crash risk. This finding is consistent with the view that real earnings smoothing helps managers withhold bad news, keep poor-performing projects, conceal resource diversion, and engage in ineffective risk management, which increases crash risk. Further, we find a stronger relation between crash risk and real earnings smoothing when firm uncertainty is higher, product market competition is lower, and balance sheet constraint is higher. Overall, our study suggests that real earnings smoothing destroys shareholder value in that it increases stock price crash risk. This article is protected by copyright. All rights reserved.

We examine the effect of the firm’s information environment on its liquidity policy by exploiting a natural experiment involving Regulation Fair Disclosure (Regulation FD). We find, on average, Regulation FD has a negative impact on firm cash holdings. We also directly evaluate changes in firm disclosure policy and find the negative Regulation FD-cash holdings relation is stronger for firms that increased public disclosure and holds largely for firms that faced lower proprietary costs of public disclosure. Furthermore, we find this negative relation is more pronounced for firms with limited access to the credit market. We capture the medium-term effect of Regulation FD two years before and two years after the implementation. Overall, our results suggest that the change in the amount of information disclosed in response to Regulation FD, an externality effect, affects information asymmetry between firms and outside investors and thus cash holdings.

Based on pooled cross-sectional analysis, we find a robust positive relation between product market competition and conditional accounting conservatism. We also find evidence of an inter-temporal increase in conditional conservatism following industry deregulation and increased antitrust case filings. Distinguishing further between two dimensions of competition, we find conditional conservatism is greater when there is a higher threat of new entrants as well as stiff existing competition. Moreover, we find these results largely hold for industry followers as opposed to industry leaders, suggesting that strategic considerations shape the extent to which product market competition affects conditional conservatism.

Do restatements result in lower firm growth? One argument in support of this contention is that accounting restatements hurt contracting relations between the firm and outside parties such as a firm’s customers and suppliers, negatively impacting firm cash flows. The negative impact on cash flow reduces the level of internal cash holdings available for investment. Another argument is that restatements dampen firm growth by increasing the firm’s cost of external financing. We empirically evaluate these arguments by using the standard sales growth based financial planning model. In carrying out our analysis, we distinguish the effects of restatement on overall firm growth as well as its components of internally and externally financed growth. Our findings suggest that overall firm growth rates decline following a restatement. Furthermore, we find that accounting restatements have a greater adverse impact on externally financed growth rates. We also find that not all restatements yield identical effects: the impact of restatements is more pronounced for the subsample of firms identified to have undertaken the more egregious fraudulent reporting than the subsample of firms that reported restatements to correct previous accounting errors. We also find that firms with severe restatements, measured based on announcement period market reactions, have lower externally financed growth. Overall, our evidence highlights the adverse impact of restatement on firm growth, particularly through external financing.

While there is extensive research on how option incentives in executive compensation relate to risk-taking by managers, the impact of capital structure on this relationship has received little empirical attention. Extant work suggests that heightened managerial career concerns arising from financial risk and monitoring by debt holders will result in leverage dampening the relationship between managerial risk-taking and equity-linked incentives. We empirically evaluate this contention and find that firm leverage is associated with a significant weakening of the positive relationship between option incentives in flow compensation and managerial risk-taking. This result holds after accounting for the endogeneity of the firm leverage and incentive compensation decisions, and is robust across alternative measures of managerial risk-taking and to using the firm's credit ratings instead of leverage. The attenuating effect of firm leverage arises from both the long-term and short-term components of debt and is significantly stronger during the financial crisis of 2007–2009. Overall, the evidence highlights the influence of capital structure on the relationship between option incentives and managerial risk-taking.

The adoption of international accounting standards, namely the IFRS, at the country level has sparked two contrasting, but not mutually exclusive, viewpoints. One view is that IFRS engenders better reporting standards, and uniform adoption allows for greater comparability. The upshot is that IFRS adoption will improve a firm's information environment and hence contribute toward a lower cost of capital. The alternative view is that disclosure quality is shaped by political and economic forces, and hence higher-quality accounting standards will not necessarily translate into higher-quality reporting. We empirically evaluate these arguments on IFRS adoption using both private and public-traded firm observations from Kenya, a developing country with relatively open capital markets but limited enforcement resources. Our analysis takes advantage of a unique dataset involving firm-specific measurements of IFRS compliance. We find that while both private and public firms are required to adhere to IFRS, public, rather than private firms, exhibit greater IFRS compliance. Highlighting the influence of capital market openness, we find that foreign ownership is positively and significantly correlated with IFRS compliance. Probing the underlying causal relationship, additional analysis suggests that greater foreign ownership leads to greater IFRS compliance. Examining the effects of IFRS compliance, higher compliance is positively associated with share turnover. Overall, our evidence illustrates both the importance of economic incentives in shaping IFRS compliance and the capital market benefits to being compliant with IFRS in a low enforcement country. JEL Classifications: M41; M44; M47; G15; G38.

We examine whether the Taxpayer Relief Act of 1997 (TRA 1997), which reduced the net operating loss (NOL) carryback period from three to two years, created a short-term incentive effect to shift income to accelerate loss recognition in the tax year 1997. We find that our sample of NOL firms in the treatment year of 1997 display higher (lower) levels of income-decreasing (-increasing) earnings management, compared to a control sample of loss firms. When we focus strictly on the NOL firms in the transition year, we find that firms with higher reported income tax expense in fiscal year 1995 display greater income shifting to accelerate loss recognition. We also find that income shifting is greater for treatment NOL firms that expect to report losses in the post-TRA 1997 regime. Overall, our study highlights how changes in tax law provisions (as opposed to tax rate changes) affect firms' reporting behavior.

Agency theory views the firm as a nexus of contracts in which information asymmetry exists and creates a conflict of interest between contracting parties (Alchian and Demsetz 1972; Jensen and Meckling 1976). In the limit, contracting will not occur if information asymmetry is not sufficiently resolved, and in this scenario agency problems can be mitigated and contracting facilitated by governance mechanisms like accounting and auditing. Specifically, accounting reports increase a firm’s transparency, and audits can be used for ex post monitoring and enforcement of contracts (Watts and Zimmerman 1983). While important, the seminal agency research does not recognize that the contracting environment varies across countries, which in turn will influence the nature of contracts in place and the related demand for governance mechanisms (La Porta, Lopez-de-Silanes, Shleifer, and Vishny 2000). Agency theory was formulated in the context of modern U.S. corporate ownership in which there is widespread separation of ownership and control and a diversified ownership structure with limited ownership concentration by individuals. The seminal agency literature assumes that the United States has a strong legal system and

This paper examines whether a country's corporate transparency environment, which includes the quality of accounting information, contributes to efficient resource allocation. Based on a cross-country study of 37 manufacturing industries in 37 countries, we provide three pieces of related evidence. First, we find the contemporaneous correlations in industry growth rates across country pairs are higher when there is a greater level of corporate transparency in the country pairs, after controlling for country-level economic and financial development. Second, we find the influence of transparency on these correlations is stronger when country pairs are at similar levels of economic development (GDP). Finally, when we control for the level of transparency explained by a country's institutions in place, we find that residual transparency (unexplained by country-level factors) is associated with industry-specific growth rates. Taken together, the results are consistent with corporate transparency facilitating the allocation of resources across industry sectors. © 2009 The Accounting Research Center at the University of Chicago Booth School of Business.

The American Jobs Creation Act of 2004 permitted a one-time 85% dividend received deduction for repatriated foreign earnings. A stated purpose of this legislation was to permit companies to access foreign earnings domestically that would have been too costly previously because of repatriation taxation. Using a portfolio analysis we find that firms with large foreign asset balances experienced significantly positive returns during the legislative window for the Jobs Act, and that these findings also hold for sub-samples that are designated as financially constrained or highly leveraged. These results indicate that the market perceived passage of the Jobs Act as good news for those firms with the need, domestically, for these unrepatriated foreign earnings. We conclude that these findings are supportive of the policy intentions that formed the basis of the temporary reduction in the repatriation taxes.

According to theory, comovement in stock prices reflects comovement in the fundamental factors underlying the values of stocks. Recent theory contends that stock price comovement can be driven by information markets or the informational opacity of the firm. To the extent that voluntary disclosure reduces information acquisition cost and enhances firm transparency, we predict that enhanced voluntary disclosure reduces stock price comovement. We provide evidence in support of this prediction using analyst evaluation of firm disclosure policy. Overall, our evidence supports the effectiveness of firm disclosure policy in increasing the amount of firm-specific information contained in stock returns.

Prior research contends that weak legal regimes discourage lender enforcement of contracts by making it either costly or ineffective. However, Diamond observes that this lender passivity can be overcome by structuring debt as a short‐term loan. His argument is that an arrival of bad news in the presence of short‐term debt can result in externalities that will trigger a run on the firm and that this in turn creates ex ante incentives for lenders to enforce their contracts. We examine whether short‐term debt creates an incentive for borrowers to delay the recognition of bad news through earnings management. Using a sample of firm‐level data from 33 countries over a 10‐year period, we find that short‐term debt induces greater earnings management. This impact of short‐term debt is especially greater in countries with weak legal regimes. This evidence is consistent with the hypothesis that borrowers will manage earnings to circumvent lender enforcement.

This paper examines the relation between analyst coverage and whether firms meet or beat analyst earnings forecasts. We distinguish between whether a firm's reported quarterly earnings meet (i.e., equal or exceed by one cent) or beat (i.e., exceed by more than one cent) its consensus analyst earnings forecasts. We find a positive relation between analyst coverage and whether a firm meets or beats analyst forecasts. However, the more pronounced relation is that between analyst coverage and meeting analyst forecasts. Also, when we consider exogenous shocks to analyst coverage due to brokerage mergers or closures and conglomerate spinoffs, we continue to find a robust positive relation only between analyst coverage and meeting analyst forecasts. To shed light on the causal relation involved, we examine and find that greater analyst coverage is associated with a significantly larger market reaction to negative earnings surprises. We also document that firms with greater analyst coverage are more likely to guide analyst earnings forecasts downwards. Taken together, our evidence suggests that greater analyst coverage raises the pressure on managers to meet analyst earnings forecasts. This article is protected by copyright. All rights reserved.

Prior research has posited that market imperfections and the lack of institutions which protect investor interests create a divergence between the cost of internal and external funds, thereby constraining firms' ability to fund investment projects through external financing. One consequence of financial constraints is that it forces firms to manage their cash flows to finance potentially profitable projects. A related stream of research documents that financial constraints due to costly external financing are more pronounced in underdeveloped financial markets. In this paper we examine the influence of financial development on the demand for liquidity by focusing on how financial development affects the sensitivity of firms' cash holdings to their cash flows. Using firm-level data for 35 countries covering about 12,782 firms for the years 1994-2002, we find the sensitivity of cash holdings to cash flows decreases with financial development. We also consider additional implications of firms' cash flow sensitivity of cash with respect to firm size and business cycles. Overall, we provide new cross-country evidence on the role of financial development on financial constraints.

Prior research predicts that firms reliant on external financing are more likely to undertake a higher level of disclosure, and a higher disclosure level should, in turn, lead to a lower cost of external financing. This paper tests these predictions outside the United States where alternative legal and financial systems could mitigate the effectiveness of such disclosures and, comprehensively, examines both disclosure incentives and disclosure consequences on cost of capital for a common set of firms. Using a sample from 34 countries, we find that firms in industries with greater external financing needs have higher voluntary disclosure levels, and that an expanded disclosure policy for these firms leads to a lower cost of both debt and equity capital. Crosscountry differences in legal and financial systems affect observed disclosure levels in predicted ways. However, a surprising result in the study is that voluntary disclosure incentives appear to operate independently of country-level factors, which suggests the effectiveness of voluntary disclosure in gaining access to lower cost external financing around the world.

The general theme of examining components of earnings is of interest to both practitioners and academics, given its potential for allowing investors and analysts to more precisely forecast earnings and estimate firm value. For U.S. multinational firms, prior research indicates that while the foreign and domestic earnings components are value relevant, the market fails to fully incorporate the higher persistence of foreign earnings. However, findings of potential market mispricing can be attributed to alternative explanations such as unidentified risk factors or flaws in research design. In this study, we seek to circumvent these concerns by examining whether financial analysts (who are deemed to be sophisticated users of financial statements and act as intermediaries between companies and investors) fully incorporate the time-series properties of foreign and domestic earnings in formulating their earnings forecasts. Similar to market-based studies, we find that analysts do distinguish between foreign and domestic earnings. However, we find that analysts also fail to fully incorporate the higher persistence of foreign earnings. Finally, we find that analysts' underestimation of foreign earnings persistence appears to parallel the similar finding at the market level. We discuss how our findings relate to the prior literature, and what they imply for accounting research and practice. Specifically, our study complements previous research which appears to undermine the notion of an efficient market. Also, we find that analysts' bias is in the direction of lowering earnings expectations by underestimating the persistence of foreign earnings, which suggests that collusion with management to inflate earnings expectations is not a plausible explanation for the bias. Collectively, our findings suggest analysts' lack of effectiveness as information intermediaries.

For a sample of 31 countries, we document that financial disclosures are more transparent and national accounting standards require timelier (accrual based) reporting in countries with stronger investor protection. These countries also spend more on auditing enforcement and the Big Five accounting firms audit proportionately more companies in these countries. These results indicate that higher quality accounting standards and the enforcement of such standards through higher quality auditing are more likely to exist in corporate governance in countries with strong investor protection. Higher quality accounting and auditing are also positively associated with financial market development in countries whose legal systems are conducive to the protection of investors. However, we are unable to find systematic evidence that higher quality accounting and auditing alone—independent of a country's underlying investor protection regime—affects the development of financial markets. © City University of Hong...

This paper examines the relation between corporate tax avoidance and firm cash holdings. Corporate tax avoidance limits payments made to the tax authorities. However, recent research notes that tax avoidance also restricts the flow of firm specific information and thereby exacerbates manager-shareholder conflict of interest. Specifically, it is argued that tax avoidance allows for greater rent extraction by managers. We examine this implication in relation to firm cash holdings. Cash is a fungible asset that can be easily diverted. To the extent that tax avoidance facilitates greater rent extraction, it will lead to a quicker dissipation of firm cash holdings. We empirically evaluate this prediction. To further evaluate the influence of tax avoidance, we also examine its impact on the valuation of firm cash holdings. If investors perceive tax avoidance as enabling diversion of firm resources, it should negatively impact their valuation of firm cash holdings. We provide three primary findings. First, we find a negative association between tax avoidance and firm cash holdings. We find this association to hold across multiple measures of tax avoidance. Second, we find this relation is attenuated for firms with stringent governance structures in place. This finding suggests stringent governance structures serve to limit the adverse effects of tax avoidance strategies. Finally, we find investor valuation of firm cash holdings is lower for firms with higher levels of tax avoidance. We again find this relation is attenuated for strong governance firms. Overall, our findings contribute to a growing stream of research which notes that tax avoidance is a double-edged sword which can cause more harm than good for shareholders.

Extant research argues that borrowing from financial intermediaries subjects managers to external monitoring. However, given managers' flexibility in choosing the type of debt financing, why would managers submit themselves to external monitoring? Recent theory points to the role of managerial incentive compensation. Specifically, it is argued that managers will borrow from financial intermediaries if their compensation is tied to firm performance. Additionally, it is noted that a more optimal compensation scheme will induce managers to undertake intermediated loans only when the firm is sufficiently profitable. Such a compensation scheme is likely to exist in opaque firm settings where borrowing from financial intermediaries can serve to signal firm profitability. Our study provides corroborative evidence. We find that the choice of syndicated bank loans is positively associated with CEO equity incentives. Second, this syndicated debt-incentive compensation link is influenced by firm profitability, particularly among information problematic firms. Overall, our study points to the role of incentive compensation in the debt placement decision.

The Taxpayer Relief Act of 1997 (TRA 1997) reduced the net operating loss (NOL) carryback period from three to two years, thereby creating a short term incentive effect due to the increased opportunity cost of not recognizing a NOL in the transitional fiscal year of 1997. Specifically, failure to recognize a NOL in 1997 results in the loss of recovery of taxes paid in two prior tax years as opposed to the usual forgone recovery of taxes paid for a single tax year. In light of this higher opportunity cost, we examine whether these firms undertook income shifting to accelerate loss recognition in the tax year 1997. Our findings support this prediction. Compared to a control sample of loss firms, we find the NOL firms in the treatment year of 1997 display higher (lower) levels of income decreasing (increasing) earnings management. To further identify the incentive effect, we focus strictly on the NOL firms in the transition year. We find firms with higher incremental opportunity costs undertook greater income shifting to accelerate loss recognition. Among the treatment firms, we also identify firms for which income shifting to accelerate loss recognition is feasible (i.e., firms for which analysts expect future losses). We find a higher level of earnings management among these firms. Overall, our study highlights the influence of tax incentives on firm reporting behavior. While much of prior research focuses on tax effects arising from tax rate changes, we study how changes in tax law provisions can also create incentive effects which may not be readily apparent.

Extant theory claims a firm's information environment impacts the choice between debt and equity financing. However, empirical evidence supporting this contention is limited. We evaluate this relation within the context of Regulation FD (Reg FD) which prohibited the use of selective disclosure. We find firms with high proprietary costs of public disclosure are more likely to resort to debt financing following the passage of Reg FD. This relation is not sensitive to whether a firm has relied on selective disclosure in the pre Reg FD regime. We also evaluate changes in firm disclosure policy and find firms that adopted an expansive public disclosure policy are more likely to turn to equity financing. Overall, our evidence is consistent with the pecking order theory: firms with deteriorated firm information environments increase their use of less information sensitive debt while firms with improved information environments favor the use of equity financing.

We study management earnings guidance practices of non-U.S. firms that are cross-listed in the United States. Our investigation is motivated by the economic importance of voluntary disclosure practices, the limited prior evidence concerning disclosure choices made by foreign issuers, and mixed evidence on foreign firms’ functional convergence behaviors in U.S. We report several important findings. First, consistent with the notion that home country institutions continue to influence foreign firms after cross-listing, the likelihood, frequency, and quality of disclosure by foreign listings are lower than that of comparable U.S. firms. Second, the frequency and quality of guidance for both U.S. and ADR firms increases following Reg FD. However, the increase is significantly greater for U.S. firms. This analysis shows how regulations which differ in their treatment of foreign and domestic firms can limit convergence in disclosure policies. Third, firms from stronger legal environments (i.e., common law countries) are more likely to provide guidance and provide higher frequency and quality of guidance than those from weaker legal environments (i.e., code law countries). Finally, foreign firms that do not list on an organized U.S. exchange (and hence are not required to comply with or reconcile to U.S. GAAP) provide more frequent and higher quality earnings guidance than those that do list on organized exchanges. This finding suggests that certain cross-listing firms choose issuing earnings guidance as a less costly means of improving corporate transparency rather than subjecting themselves to costly U.S. GAAP compliance. Overall, our study shows that cross-listing does not yield complete convergence to the higher disclosure standards exhibited by U.S. firms. Furthermore, we show that functional convergence is affected by factors such as regulations and home-country institutions

This paper investigates voluntary adoptions of International Accounting Standards (IAS) by private enterprises, and builds on prior research which posits that higher quality financial reports through IAS adoption can reduce information asymmetry and facilitate contracting with external parties. Specifically, we pursue the following questions. First, do firm-specific incentives matter in the IAS adoption decision after controlling for country-level institutional factors? Second, does the relative importance of firm vs. country factors vary across institutional settings? Using a sample of 3,722 small and medium-sized private enterprises from 56 countries, we report two primary findings. First, both firm and country factors matter in the voluntary IAS adoption decision. Second, when we focus on sub-samples of countries partitioned by the level of economic development, we find that firm factors dominate country factors in more developed countries, while in less developed countries, country factors dominate firm factors in explaining IAS adoptions. This result is consistent with the argument in Doidge et al. (Journal of Financial Economics, 86(1), pp. 1-39, 2007) that firm incentives are more important in explaining governance choices (including accounting) in more developed countries where the benefits from better governance are more likely to exceed the attendant costs. Collectively, our results suggest that less developed countries can enhance the benefits from IAS adoptions by developing institutions which facilitate private contracting.

Extant theoretical research posits that information asymmetry and agency issues affect the cost of external financing and hence impact the ability of firms to finance their growth opportunities. In contrast, the literature on disclosure policy posits that expanded and credible disclosure lowers the cost of external financing and improves a firm's ability to pursue potentially profitable projects. An empirical implication is that disclosure can help firms grow by relaxing external financing constraints, thereby allowing capital to flow to positive net present value projects. This paper empirically evaluates this prediction using firm-level data over an 11-year period. As anticipated by theory, we find a positive relation between firm disclosure policy and the externally financed growth rate, after controlling for other influences.

This study provides international evidence that external financing dependence creates incentives for firms to undertake a higher level of voluntary accounting disclosure. For a sample of 856 observations from 34 countries and 18 different manufacturing industry sectors, we document that firms in industries that are more dependent on external financing also have higher average levels of accounting disclosure. This result holds after controlling for country-level differences in legal and financial systems, and firm-specific controls for firm size and performance. We then show that firms with higher disclose levels also have a lower cost of capital, which is evidence that voluntary accounting disclosures reduce information asymmetry and lower the firm's cost of external financing. These results are robust across a wide range of legal and financial systems around the world, and underscore the importance of accounting disclosures in firm financing decisions.

Recent research documents that common law countries have stronger investor protection laws and more developed financial markets than civil law countries (La Porta et al., 1997, 1998). This line of inquiry is extended in our study to examine if variations in legal systems also affect accounting and auditing. For a sample of 31 countries, we document that national accounting standards are more timely (accrual-based) and transparent in common law countries, which is consistent with a greater role played by the public disclosure of accrual-based accounting information in corporate governance in these countries. There is also greater demand for auditing as an enforcement mechanism when accounting is more timely and transparent. We also examine if causality could run from high-quality accounting and auditing to the development of financial markets. La Porta et al. (1998) conjecture that high-quality accounting could mitigate the negative effect of weak investor protection on the development of financial markets. Specifically, we examine if those civil law countries that have more timely and transparent accounting, and more auditing, also have more developed financial markets relative to other civil law countries. We find little support that this is case, which raises questions about the rationale for the international harmonization of accounting and the work of the International Accounting Standards Committee, absent fundamental changes in investor protection laws of civil law countries.