- 學位論文
法律責任與盈餘反應係數之關聯性研究—以海外籌資的角度探討
The Association Between Legal Liability And Earnings Response Coefficient—On The View Of Overseas Capital Raising
摘要
我國因資本市場較小，資金管道較為缺乏，再加以我國以出口導向為主，赴海外投資數額通常較為龐大，故於民國78年與民國81年修訂發行海外公司債與海外存託憑證審核要點，以因應資金之需求。然而，赴海外籌資會改變企業所暴露之法律環境，並在財務報表品質上加以顯現，而在本研究旨在探討投資人是否亦認知財務報表品質有所改變。發行公司在發行年度會計師會限縮其盈餘管理幅度，顯示其發行年度之盈餘品質較佳(李建然等，2007)。d’ Arcy(2000)指出英美國家其會計原則之選擇較歐陸國家嚴格，且習慣法系國家其盈餘較具時效性，對壞消息敏感程度較大(Ball et al., 2000)，又Leuz et al.(2002)研究顯示，英美法系國家其法律環境較為嚴謹，盈餘管理行為較難發現，盈餘品質較好。Teoh et al.(1993)指出，財務報表品質越好，ERC越大，故本研究預期企業赴海外發行與赴英美法系國家發行後其ERC會較大。 本研究以民國81年至民國98年首次以海外可轉債與海外存託憑證的方式赴海外籌資公司為樣本，以發行前後年度與發行地點作為衡量法律責任的替代變數，而累積異常報酬率(CAR)係用Market-adjusted model計算之，並進行多元迴歸分析。實證結果顯示，赴海外籌資後，投資人確實可能會因法律責任改變，而影響其對財務報表品質之認知，但此情況並未如預期的發生在英美法系國家發行上；惟在考量發行金額後，投資人對於赴海外籌資及赴英美法系國家發行的法律責任認知更為強烈，顯示，發行金額可能是係影響投資人認知之主因。
並列摘要
The capital market in Taiwan is comparatively small than abroad and is lack of ways for raising capital. As an export-oriented country, there is a considerable demand of overseas investment for entrepreneur in Taiwan. Thus, for the sake of meeting needs of raising overseas capital, the government in Taiwan revised “Regulations Governing the Offering and Issuance of Overseas Securities by Issuers”. However, as the regulation come into force, companies are exposed to a different legal environment of raising overseas capital, and concerning impacts are speculated to be revealed in the quality of financial statement. Our study is to focus on whether the quality of financial statement perceived by investors will change under such circumstance? For companies in the year of issuance, the CPA will limit its span of earnings management, and thus the earnings quality is better than ever (Lee et al., 2004). d’Arcy (2000) pointed out that, when choosing accounting principles, Anglo-American countries are stricter than Continental-European countries. Revealed in the earnings, companies in common-law countries are much timely and sensitive to bad news than code-law countries.(Bell etal., 2000). In Leuz et al.(2002) study, it’s concluded that legal environment for common law countries is much more prudent and it’s hard to find behaviors of earnings management, thus provide better earnings equality. Also, according to Teoh et al. (1993) study, there is larger ERC(Earnings Response Coefficient, ERC) with better financial statement equality. Above all, our study expects that companies raising overseas capital from common-law countries will reveal larger ERC than others. Our samples are selected from companies in Taiwan raised overseas capital by overseas convertible bonds, ADR (American Deposit Receipt, ADR) and GDR (Global Deposit Receipt, GDR) from 1992 to 2009, for the first time. Using its pre- and after- issued year and issued location as measurement of legal liability. In addition, we also take the issues amount into account. We then use market-adjusted model to calculate CAR(Cumulative Abnormal Return, CAR) and analyze it by the multi-regression. Our study resulted that, after raising capital abroad, investors might change their perception towards companies’ financial statement and perceive that there is increased legal liability. Nevertheless, the same response did not happen as expected for the companies raising capital from common-law countries. However, after considering issued amount, investors also perceived the increased legal liability, which gave us a hint that issued amount might actually be the crucial factors of affecting investors’ perception.