Internal Control Deficiency Disclosures among Chinese Reverse Merger Firms
研究在美国上市的中国反向并购公司（CRMs）在萨班斯-奥克斯利法案302条款下披露内部控制缺陷的倾向，发现其披露意愿不低于甚至高于其他对照组公司，且内部控制较弱。
In recent years, financial reporting problems among Chinese reverse merger firms (CRMs), listed on US exchanges, have attracted unfavourable attention from regulators, investors, and the business press. Under the Sarbanes‐Oxley Act of 2002 (SOX), managers' Section 302 assessments of internal control over financial reporting are intended to provide investors with early warning about the likelihood of current and future non‐GAAP financial reporting problems. We investigate managers' propensity to issue unfavourable SOX 302 reports when internal control problems exist. We find that managers of CRMs have equal or greater propensity to issue adverse SOX 302 reports when serious internal control problems exist in the current quarter than those of control firms listed on US exchanges, including reverse merger and initial public offering (IPO) firms from the US and other countries as well as Chinese IPO firms. Furthermore, managers of CRMs also have an equal or greater propensity to issue adverse SOX 302 reports when internal control problems are not known to exist. One reasonable conclusion is that CRM firms tend to have weaker internal controls than comparison groups, and CRM firms are forthcoming in disclosing such weakness. Finally we analyze the specific nature of internal control deficiencies disclosed by each category of our sample firms.