Universal demand laws and the monitoring demand for accounting conservatism
利用美国23个州交错通过的通用需求法，发现该法限制股东派生诉讼后，企业条件稳健性下降，表明董事缺乏监督激励时股东无法有效要求会计稳健性。
Abstract While prior research holds the consensus that accounting conservatism can serve as an effective monitoring device, it is not clear whether shareholders can successfully enforce managers’ adherence to accounting conservatism when directors fail to fulfill their fiduciary duties. We attempt to answer the question by exploiting staggered enactments of the universal demand (UD) laws in 23 US states. UD laws raise procedural hurdles for shareholders to file derivative lawsuits against managers and directors who allegedly breach their fiduciary duties. For firms incorporated in states that adopt UD laws, restrictions on shareholder litigation rights weaken directors’ incentives to monitor managers. We predict and find a decrease in conditional conservatism following the enactment of UD laws. The decline in conditional conservatism exists only for firms with low institutional ownership, low external equity dependence, or high ex‐ante derivative lawsuit risk. The main result is attributable to both the direct channel (through restriction of shareholder litigation rights) and the indirect channel (through the deployment of management‐friendly governance provisions). Our findings suggest that shareholders cannot successfully demand accounting conservatism when directors lack the incentives to monitor managers.