Taking the oath: investor response to SEC certification

Abstract

This study investigates the market response to the requirement that the principal executive and financial officer of an SEC registrant each state under oath that the firm’s annual and quarterly financial reports are materially accurate and complete pursuant to the Securities Act of 1934. We hypothesize that investors should recognize the importance of these changes in financial reporting and, thus, respond at or around those events that should reveal the most information about those changes, specifically, the SEC order to certify (June 27, 2002), the passage of the Sarbanes-Oxley Act (July 25, 2002), and the first certification filing by a registrant. We base our measure of investor response on unsigned market-adjusted daily excess return around those events and compare these responses with identical measures for the same companies and reports in prior periods. We use unsigned excess return because we expect investors to respond in different ways to the certification requirements. We also test for variation in investor response on the basis of a proxy for the quality of financial reporting and subject the analyses to a number of controls and robustness checks. These tests help assure us that the effects we document are in response to the SEC requirement rather than to other, possibly unspecified, factors. Overall, the empirical results are consistent with the view that investors on the identified dates did, in fact, respond to the SEC certification requirements.