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1 Earnings Management by Controlling Shareholders Who Plan for Stock Gifts: Korean Evidence Woon-Oh Jung* Su Jeong Lee** Sung-Ook Park*** March 2014 Preliminary. Please do not quote without the authors’ permission. We appreciate Dan Norris and the workshop participants at Seoul National University for their valuable suggestions on the earlier version of this paper. The authors are grateful to the generous financial assistance of the Institute of Management Research at Seoul National University. * Corresponding author. Professor, Graduate School of Business, Seoul National University, 1 Gwanak-ro, Gwanak-gu, Seoul, Korea, 151-916; Phone: 82-2-880-5764; Email: [email protected] ** Ph.D. Candidate, College of Business Administration, Seoul National University Email: [email protected] ***Assistant Professor, Kyung Hee University, Seoul, Korea Email:[email protected]

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Page 1: Earnings Management by Controlling Shareholders Who Plan for …. Su Jeong Lee.pdf · 2016. 1. 12. · 1 . Earnings Management by Controlling Shareholders . Who Plan for Stock Gifts:

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Earnings Management by Controlling Shareholders

Who Plan for Stock Gifts: Korean Evidence

Woon-Oh Jung*

Su Jeong Lee**

Sung-Ook Park***

March 2014

Preliminary. Please do not quote without the authors’ permission.

We appreciate Dan Norris and the workshop participants at Seoul National University for their valuable suggestions on the earlier version of this paper. The authors are grateful to the generous financial assistance of the Institute of Management Research at Seoul National University.

* Corresponding author. Professor, Graduate School of Business, Seoul National University, 1 Gwanak-ro, Gwanak-gu, Seoul, Korea, 151-916; Phone: 82-2-880-5764; Email: [email protected]

** Ph.D. Candidate, College of Business Administration, Seoul National University Email: [email protected]

***Assistant Professor, Kyung Hee University, Seoul, Korea Email:[email protected]

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Earnings Management by Controlling Shareholders

Who Plan for Stock Gifts: Korean Evidence

Abstract

Controlling shareholders of most Korean companies transfer their corporate ownership

to the next generation through stock gifts. In this paper, we examine whether controlling

shareholders who plan for stock gifts would manage earnings in an attempt to influence

stock prices prior to gifting stocks to related parties. Because gift taxes are levied on the

basis of the average market value of the stock transferred for a certain period known as the

valuation period, the controlling shareholders may be incentivized to depress stock prices

during this period to alleviate the tax burden. We specifically hypothesize that controlling

shareholders will engage in earnings management in the quarters that precede and/or

overlap with the valuation period in an effort to adversely affect stock price. To test this

hypothesis, we analyze a sample of 185 gift transactions in which controlling shareholders

transferred stocks as gifts during the time of 2000-2009. We discover that the firms that gift

in the sample significantly decrease their discretionary accruals in the quarters that precede

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and/or overlap with the valuation period, compared with those of other quarters. Further,

the income-decreasing earnings management is found more evident during a bear market.

By contrast, we do not observe a similar earnings management behavior in the cases where

stocks are gifted to institutional donees that are not subject to gift taxes.

Keywords: Stock gifts, gift taxes, earnings management, controlling shareholders

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I. INTRODUCTION

One of the salient features of the corporate governance of most Korean companies is that

the controlling shareholders virtually manage their companies (Classens, Djankov, and

Lang 2000). These controlling shareholders have a tendency to bequeath their ownership

interests to the next generation through a stock gift in order to maximize their own family’s

wealth. However, the highest applicable estate and gift tax rate is 50 percent in Korea1

1 Estate and gift tax rates

so

that the cross-generational wealth transfers can only be consummated at a substantial tax

cost. As an example, Chairman Cho, Yang-ho of Korean Air recently gifted 2,112,000

shares to his three children, reducing his ownership interest from 9.53 percent to 6.68

percent. This stock gift would cost his children approximately $38 million. Another

example is that of the controlling shareholder of Shinsegae, the largest Korean department

store chain, who transferred his entire 7.82 percent stake to his children. And the family

paid $452 million in gift tax, which is the largest amount of gift tax ever paid in Korea to

date.

Tax base Estate and gift tax rates Less than KRW100 million 10%

KRW100 million ~ 500 million 20% KRW500 million ~ 1 billion 30%

KRW1 billion ~ 3 billion 40% More than KRW3 billion 50%

Source: National Tax Service

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To alleviate such heavy tax burden, controlling shareholders of Korean companies are

known to have strong incentives to influence the price of their stocks during the period in

which they make stock gifts to the next generation. Specifically, because the tax is levied

on the gifted stock’s average market value over the period of four months, two months

before and two months after the gift transaction, which is known as the valuation period,

controlling shareholders who plan for a stock gift would want to depress the price of the

stock during the valuation period. At least two possible means are available to the

controlling shareholders to cause an adverse impact on the stock price during the valuation

period: One is to voluntarily disclose bad news about the firm, and withhold good news

during the period. The other is to deflate reported earnings for the quarters immediately

preceding and/or overlapping the valuation period. Because the possibility of the former

‘discretionary disclosure’ has already been investigated by the previous study of Jung and

Park (2009), we examine in this paper the latter possibility; that is, we test whether Korean

controlling shareholders manage the level of reported earnings when they plan for a stock

gift.

In particular, we hypothesize that controlling shareholders, by lowering discretionary

accruals (DAC), manage earnings downward to suppress the price of their stock in the

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valuation period. To test this earnings management incentive, we analyze a sample of 185

gift transactions that involve 122 firms for the period 2000-2009. After controlling for other

determinants of DAC, we find that the sample firms significantly reduce discretionary

accruals in the quarters immediately preceding and/or overlapping the valuation period,

compared with those in other quarters. But we do not observe a similar earnings

management behavior in the cases of the stocks gifted to institutional donees that are not

subject to gift taxes.

This paper fits well into the existing literature of earnings management in that to the

authors’ best knowledge it is the first study that provides empirical evidence on another

incentive for earnings management: tax-saving motivation for controlling shareholders who

plan for stock gifts to their descendants.

The remainder of the paper is organized as follows. Section 2 delineates the

institutional and legal background of stock gifts in Korea. In Section 3, the related literature

on managers’ opportunistic behavior of earnings management and on stock gifts is

reviewed. Section 3 also presents the research hypothesis. Section 4 outlines the sample and

the empirical research design, while Section 5 reports the main results. Finally, Section 6

summarizes the paper.

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II. INSTITUTIONAL AND LEGAL BACKGROUND OF STOCK GIFTS IN KOREA

Historically, critical voices have been raised among tax reformers about the ease with

which controlling shareholders can choose the timing of stock gifts so as to keep the gift tax

burden as low as possible. Thus, the valuation rule on stocks for gift-tax purposes in Korea

has become increasingly stringent over time to make it more difficult for controlling

shareholders to choose an ‘opportune’ time for a stock gift.

Table 1 presents the chronology of the valuation rule for taxation of the gift of listed

stocks in Korea. Up until 1997, gift taxes were levied on the closing market price on the

date of gift. Under this tax provision, a significant strategy of stock-gift planning for

controlling shareholders would be to simply wait for the lowest possible stock price and

then make the planned gift. Although quite simple, this gift-planning strategy was most

effective in minimizing taxes for cross-generational wealth transfer. For this reason, this

stock valuation rule was harshly criticized by tax reformers. In 1997, in response to this

criticism, legislators amended the tax law so that the fair market value of the stock for gift-

tax purposes would equal the average of the daily closing prices for the three-month period

immediately before the date of gift.

[Insert Table 1 here]

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However, even under this new provision, controlling shareholders would still adopt the

same strategy despite having to bear higher taxes overall because the average price would

usually be higher than the price on the date of gift. Consequently, the valuation rule was

further amended in 2000 in order to make it more difficult for controlling shareholders to

time the date of gift to coincide with the end of the period of decreasing prices. The fair

market value of stock for gift-tax purposes would now be the average of the closing prices

over the four-month period stretching from two months before to two months after the date

of gift. This newly enacted valuation rule for gifted stocks is believed to render it more

difficult for controlling shareholders to choose an opportune time for a stock gift because

the stock price movement in the two-month period subsequent to the gift is unseen and

therefore uncertain on the date of gift.

After 2000, in contrast to the prior years, it would not be an optimal gift-planning

strategy for controlling shareholders to passively wait for a timely moment in order to keep

the gift tax burden to a minimum. Instead, it might benefit to actively influence stock prices,

particularly subsequent to the gift transaction: controlling shareholders would have strong

incentives to depress stock prices during the valuation period (especially in the two-month

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period after the date of gift).

III. RELATED RESEARCH AND HYPOTHESIS DEVELOPMENT

In this section, we review the prior literature related to our study. First, we briefly

discuss the previous studies on earnings management, which is followed by a review of

those studies on stock gifts.

Literature on Earnings Management

Accounting theory suggests that managerial accounting decisions can be viewed from

either a financial reporting or a contracting perspective. From the financial reporting

perspective, earnings management is considered a means by which top management

communicates its private information to the market. From the contracting perspective, it is

viewed as a low-cost means for a firm to prevent the violation of various contracts with its

stakeholders (e.g., debt covenants). Although theoretically earnings management could be

the benign behavior of a faithful steward who truthfully signals her inside information to

the owner, the vast majority of the prior literature primarily regards earnings management

as a manager’s opportunistic behavior to maximize her own welfare at the expense of other

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stakeholders (Scott, 2003). Our study is in line with this stream of earnings management

research (Healy 1985; DeFond and Jiambalvo 1994; Jones 1991; Friedlan 1994; Dechow,

Sloan, and Sweeney 1996; Yoon and Lee 2001; Guenther 1994; Jeong and Park 2002;

Cheng and Farber 2008; Jaggi, Leung, and Gul 2009; Armstrong, Jagolinzer, and Larcker

2010).

Literature on Stock Gifts

There are considerably fewer empirical studies on stock gifts compared with those of

earnings management. The only empirical studies addressing the stock gifts of controlling

shareholders in the Korean jurisdiction include Kim and Lee (2003) and Jung and Park

(2009). Kim and Lee focus on the pattern of the timing of stock gifts and the cancellation

thereafter for the period of 1993-2002. During this period the valuation rule for gift-tax

purposes changed twice (see Table 1 for details), and thus their findings differ depending on

the sub-period they examine. In the sub-period that precedes the year 2000 the controlling

shareholders of most gift firms are found to time their gifts to coincide with the date on

which the stock price is perceived to be the lowest. But they subsequently cancel the gifts if

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the stock price further falls afterwards.2

In a sense, Kim and Lee (2003) investigate a passive strategy of controlling

shareholders who plan for stock gifts. Kim and Lee are interested in knowing whether the

controlling shareholders of listed companies would passively wait for an opportune time to

make a gift, and also whether they would subsequently cancel the gift if the gift timing

becomes unfavorable after monitoring the price movement following the gift announcement.

By contrast, we are interested in discovering whether controlling shareholders who plan to

gift stocks would devise a more aggressive strategy in an attempt to mitigate the tax bites.

Specifically, we examine whether the controlling shareholders actively manage quarterly

earnings in order to depress the stock prices in the valuation period.

By contrast, in the period of 2000-2002 the pattern

of such an opportunistic behavior disappears. In particular, cancellation subsequent to a

stock gift announcement becomes a rare event.

Jung and Park (2009) are similar to our study in the sense that they address an active

strategy of controlling shareholders who plan for stock gifts: They examine whether

controlling shareholders attempt to influence stock prices when they gift their stocks. But

Jung and Park differ from our study in that they focus on a different means available to

2 A stock gift can be revoked up to three months after it is announced.

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controlling shareholders to affect stock prices. While we focus on earnings management,

Jung and Park consider a discretionary disclosure by addressing the question of whether

controlling shareholders release more bad news about the firm, withhold (or delay the

announcement of) more good news during the valuation period than in other periods. They

indeed discover that during the valuation period, the frequency of bad news is significantly

higher than in other periods, whereas the frequency of good news is considerably lower.

This result suggests that controlling shareholders seem to strategically time information

disclosure to depress the stock prices in the valuation period.

In the U.S., stock gifts by controlling shareholders are unusual, and thus there are no

related studies. However, we find a study addressing the timing of CEO stock donations.

Yermack (2009) provides evidence that CEOs strategically time the donation of their stocks

to family foundations to maximize income tax deductions. Specifically, they donate stocks

just before a sharp decline in the share price of their company.

Hypothesis

In this study we hypothesize that one of the strategies that controlling shareholders are

likely to employ to reduce gift taxes is to deflate the level of earnings. As current earnings

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have a predictive power over future earnings, investors use the information to build a

rational expectation of the future value of a firm (Stein 1989). If the earnings to be

announced during the valuation period are lower than investors’ expectation, the stock price

would decrease, and the fair market value of the stock is reduced for gift-tax purposes. Thus,

controlling shareholders would have strong incentives to report lower accounting earnings

to suppress the stock prices during the valuation period.

HYPOTHESIS: In planning for stock gifts, controlling shareholders of listed firms

decrease accounting earnings reported to the market in an attempt to lower the

average stock price during the valuation period.

IV. RESEARCH DESIGN

Sample Selection

We select our sample from among the companies that transferred stocks by gift

(hereafter, gift firms) during the period stretching from the first quarter of 2000 to the

second quarter of 2009. The choice of this particular period makes sense because the

current stock valuation rule for gift-tax purposes has been in effect since 2000. Further, the

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quarterly financial data that are needed for our study have only been publicly available

since 2000.

The sample firms are subject to the following usual data availability conditions. First,

the information on financial data and stock prices is available in the KIS-VALUE of the

Korea Information Service, the TS 2000 of the Korea Listed Companies Association, and

the stock database of the Korea Securities Research Institute (KSRI). Second, the

information regarding stock gifts is available in the KIND system (Korea Investor’s

Network for Disclosure System). In selecting the sample, companies that gifted stocks but

have since been delisted are included to avoid the problem of survivorship bias. Further, we

exclude stock gifts that are made to institutions such as charities and non-profit

organizations because those institutions are not subject to gift taxes.3

Panel A of Table 2 shows the quarterly distribution of the frequency of gift

transactions together with the time-series level of KOSPI Composite index (Korean stock

market index) for the sample period. It seems that the number of stock gifts is evenly

distributed throughout the entire sample period, although the frequency appears slightly

The final sample

consists of 185 stock gift transactions that involve 122 firms.

3 Unlike in the U.S., the grantees pay gift taxes in Korea.

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higher during the time of the global financial crisis (2007 and 2008). Further, Figure 1

graphically depicts the quarterly distribution of stock gifts in terms of their monetary

amount over the sample period. It is drawn as overlapping with the stock market movement.

It is noteworthy that even in terms of the monetary amount stock gifts are not concentrated

in a specific period, except in the period of 1Q-4Q of 2002. In particular, stock gifts do not

appear to be concentrated in the bear market.4

Panel A of Table 2 and Figure 1 indicate that stock gift transactions do not occur

systematically in times of stock market distress. This observation does not support a casual

intuition that controlling shareholders would time their stock gifts to coincide with bear

markets, and thus increases the likelihood that they may resort to using a more aggressive

option than passively waiting for an opportune time to gift stocks.

Panel B of Table 2 reports that our stock gift sample does not significantly concentrate

in any specific industries.

[Insert Table 2 here]

[Insert Figure 1 here]

4 A bear market occurred in 2000, 2002, and 2008.

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Earnings Management and Discretionary Accruals

Following the earnings management literature, we use discretionary accruals to

investigate the incentives of controlling shareholders. To measure the discretionary accruals,

we calculate DAC from the performance-adjusted modified Jones model (Kothari et al.

2005).5

We first estimate Eq. (1) by industry and quarter, and calculate DAC for each of the

entire firm-quarters available in our sample period.

6

These firm-quarters include both gift

firms and non-gift firms.

TAi,t /Ai,t-1 = α0(1/Ai,t-1) + α1 (∆REVi,t-∆ARi,t)/Ai,t-1 + α2 PPEi,t/Ai,t-1 + α3QTR4i,t + εi,t (1)

where

TA7 = it Total accruals, estimated by NIt –CFO t for firm i in quarter t, where CFO t is

5 We also use discretionary accruals (DAC) without performance-adjustment as an alternative dependent variable. The

results remain qualitatively the same. 6 DAC is estimated cross-sectionally each quarter using all firm-quarter samples in the same one-digit KRX industry

code. For industry classification, we follow the KRX sector specification. 7 For the period after 2003, total accruals are measured as the difference between net income and cash flow from

operations. For the period before 2003, total accruals are measured using an indirect approach because the data on cash flow from operations in Korea are not available for most of the sample. TAi,t = (∆CAit - ∆CLit - ∆CASHit+∆STDEBTit -DEPit ) where TAit = total accruals, defined as ∆current assets - ∆current liabilities - ∆cash + ∆short-term debt - depreciation for firm i in quarter t.

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cash flows from operations;

REV it = Change in net sales;

AR it = Change in accounts receivables;

PPE it = Gross property, plant and equipment excluding land;

A it-1 = Total assets at the beginning of a quarter;

QTR8 = t 1 if quarter t is the fourth fiscal quarter, and 0 otherwise.

DAC as estimated using Eq. (1) is known to be strongly correlated with ROA, which

may lead to a performance-related bias (Dechow et al., 1995; Kothari et al. 2005). To

control for this potential bias, we follow Kasznik (1999). We rank the observations on the

level of ROA and assign them to 20 groups based on their ordered rank. Assuming that the

median DAC for each group reflects measurement error correlated with that level of

performance, we calculate ADJDAC for each of the gift firms by taking the difference

between its original DAC and the median DAC for a group to which it belongs (refer to Eq.

(2)). We use ADJDAC as our dependent variable.

8 We include a dummy variable for the fourth fiscal quarter because accruals in the fourth quarter may differ from

accruals in the first three quarters due to increased auditor inspection and discretionary asset write-offs (Francis, Hanna, and Vincent, 1996; Matsumoto, 2002).

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ADJDACitg = (DACitg) – Median (DAC) tg (2)

Where

DAC itg = Discretionary accruals estimated by a cross-sectional modified Jones

model.

Median(DAC)tg = Median DAC of the return on assets (ROA) vigicile rank to which

the target firm quarter is matched, based on the ROA of that quarter.

Empirical Models

Regression Model for Earnings Management

To test our hypothesis, we run a regression on the sample of gift firms. The sample

consists of the ADJDAC observations both for the quarters in which earnings management

is likely to occur and for the quarters in which it is unlikely. It is noteworthy that our test

design is effective in addressing the selection bias because it is a self-controlled test in the

sense that it enables us to compare the level of earnings management by the same set of

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firms for the quarters around gift transactions with that for other quarters. Using the same

set of firms as a control group significantly reduces the selection bias which originates from

the dissimilarity between the treatment group and the control group. It is thus expected that

firm-characteristics would not vary widely across the quarters, regardless of whether they

are observable or not.

Eq.(3) is the regression model constructed to test the hypothesis. The dependent

variable is the performance-adjusted discretionary accruals (ADJDAC). The GIFT dummy

variable is the independent variable of primary interest, and several control variables are

also included as independent variables. The level of discretionary accruals may be

substantially different across firms and time. Therefore, we also control for the firm fixed

effect and the quarter fixed effect.

ADJDACi,t = α + β1 GIFTi,t + β2 OWNi,t + β3 LEVi,t + β4 CFOi,t + β5 SIZEi,t +

β6TAi,t-1 + β7 GRWi,t + β8 LOSSi,t-1 + firm indicators +

Quarter indicators + εi,t (3)

where for firm i,

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Dependent Variables

ADJDACit = Performance-adjusted discretionary accruals

Test Variable

GIFT it = A dummy variable that equals 1 for firms in the quarter in which the

valuation period begins (Q0) or in the one immediately preceding Q0

(Q-1), and 0 otherwise.

Control Variables

OWN it = Ownership interest of the largest shareholder and related parties

combined together.

LEV it = Leverage: the firm’s debt-asset ratio.

CFO it = Operating cash flows scaled by lagged assets.

SIZE it = Firm size: the natural logarithm of total assets.

TA it-1 = Total accruals in quarter t-1 estimated by NI t-1 -CFO t-1 , then scaled by

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lagged assets.

GRW it = Quarterly growth in net assets

LOSS it-1 = Dummy variable that takes the value of 1 if the firm reports net loss in the

fiscal quarter t-1, and 0 otherwise.

In Eq.(3) the independent variable of primary interest is GIFT, which is a dummy

variable coded as follows. Because the valuation period is four months, while a quarter is

three months, it may stretch across two consecutive quarters as shown in Figure 2-1 or three

consecutive quarters as in the case of Figure 2-2. If the hypothesis is correct, earnings

management will take place in the quarter in which the valuation period begins. Let us

denote this particular quarter by Q0. It is not clear, however, whether earnings management

will also take place in the quarter immediately before the valuation period (denoted by Q-1)

and the quarter immediately after (denoted by Q+1).

Let us first consider the situation in which the valuation period stretches across two

consecutive quarters (see Figure 2-1).9

9 Out of 185 stock gift transactions in the sample, 130 belong to this case.

It is apparent that earnings management in Q+1 is of

no use because the valuation period ends even before the earnings for the quarter are

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announced, perhaps in Q+2. Therefore, controlling shareholders are not expected to manage

earnings in Q+1. In contrast, the earnings for Q-1 will be released usually in the 30-45 days

after the quarter ends, and thus are very likely to affect stock prices during the valuation

period. 10

Turning to the situation in which the valuation period stretches across three

consecutive quarters (see Figure 2-2),

Therefore, we can expect controlling shareholders to engage in earnings

management in Q-1. Accordingly, we set the GIFT variable equal to 1 if a firm is in Q0 or Q-

1, but equal to 0 otherwise.

11

10 Listed firms in Korea are required by the Securities and Exchange Act to release their quarterly earnings within 45

days after a quarter ends. Further, Korean listed firms rarely report quarterly earnings within 30 days.

we can expect that the Q+1 earnings will not be

subjected to earnings management by controlling shareholders even if the quarter

completely overlaps with the valuation period. The reason is that quarterly earnings are

usually announced within 30-45 days after a quarter ends, and therefore the valuation

period will cease even before the Q+1 earnings are released. As for the Q-1 earnings, at first

they do not appear to be subjected to earnings management because the quarter is at least

60 days (but not more than 90 days) away from the start of the valuation period. But

because the Q-1 earnings are expected to be announced 30-45 days after the quarter ends,

11 55 stock gift transactions belong to this case.

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there is a time lag, which ranges from 15 to 60 days, between the earnings announcement

and the inception of the valuation period. In the Korean stock market, post-earnings

announcement drifts (PEAD) for quarterly earnings are observed mostly for 60 days but for

up to 90 days (Nah 2008). In consideration of the PEAD, we can expect that the

announcement effect of the Q-1 earnings will persist in an earlier phase of the valuation

period. Thus, it is reasonable to presume that the Q-1 earnings are also subjected to earnings

management by controlling shareholders. Accordingly, our coding method for the GIFT

variable remains the same, regardless of which case a particular firm is in. Controlling

shareholders who plan for stock gifts will manage earnings so that reported earnings are

reduced by decreasing discretionary accruals. Therefore, we expect the coefficient of the

GIFT variable to be negative.

[Insert Figure 2-1 Here]

[Insert Figure 2-2 Here]

The control variables included in Eq. (3) are those known to affect discretionary

accruals. First, we include a SIZE variable because large companies have incentives to

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reduce earnings to mitigate political cost (Watts and Zimmerman 1986). We also add a

leverage variable (LEV) for the following two countervailing reasons. DeFond and

Jiambalvo (1994) find that a manager with high debt ratio has an incentive to increase

earnings to avoid contractual costs. However, Ashbaugh, LaFond, and Mayhew (2003)

discover that the debt ratio has a negative relationship with the level of earnings

management. We further include the CFO variable on the basis of the research finding that

even if there is no actual earnings management, a company with good operating

performance has an inclination to show negative discretionary accruals, whereas a company

with bad result tends to have positive discretionary accruals (Dechow et al. 1995, 1996).

The LOSS variable is included to control for the effect of firm performance in the previous

quarter (Kasznik 1999).

In addition, the ownership interest of the largest shareholder and related parties

(OWN) is added to control for the influence of ownership concentration on earnings

management (Lee and Lee 2003; Jeon, Choi, and Park 2004). Further, total accruals of the

previous quarter (TA) are also included to control the reversal effect of accruals on a timely

basis (Song and Choi 2001). Finally, the growth rate of total assets (GRW) is added because

the higher the growth rate is, the greater incentives managers have for earnings

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management (Ashbaugh et al. 2003; Myers et al. 2003; Yoon 2001).

To examine whether the earnings management incentive diverges on the stock market

condition, we split the full sample into two sub-samples, depending on whether the stock

gift is made in or out of a bear market, and run regression separately. We make two

different speculations about the earnings management incentives for stock gifts made in a

bear market. First, controlling shareholders may be less inclined to reduce earnings because

the stock gift is timed in a period in which the stock price is already low. That is, the bear

market condition may substitute the earnings management incentives. On the other hand, a

bear market could strengthen the incentives if controlling shareholders believe that the

adverse effect of reduced earnings on stock price would be stronger in a bear market. If this

is the case, then the bear market condition complements the earnings management

incentives. The sample labeled as “Bear” includes stock gifts made in the bear markets

(2000, 2002, and 2008), while the “Non-Bear” sample includes the rest of the sample firms.

Moreover, to address endogeneity issues related to correlated omitted variables, we run the

regression again with first-differenced variables as is shown in Eq. (4).

ΔADJDACi,t = α + β1 GIFTi,t + β2 ΔOWNi,t + β3 ΔLEVi,t + β4ΔCFOi,t + β5ΔSIZEi,t

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+ β6 ΔTAi,t-1 + β7ΔGRWi,t + β8 LOSSi,t-1 + firm indicators

+ Quarter indicators + εi,t (4)

V. RESULTS

Descriptive Statistics

Panel A in Table 3 presents the descriptive statistics for the variables in Eq. (3) in the

two quarters in which earnings management is expected to take place (i.e., Q-1 and Q0).

These two quarters are henceforth named as “EM quarters.” Panel B shows the descriptive

statistics for the quarters other than the EM quarters (i.e., the quarters for which the GIFT

dummy takes the value of 0). These quarters are labeled as “NEM quarters.”

The mean (median) ADJDAC is -0.0018 (-0.0017) and -0.0013 (-0.0014) for the EM

quarters and for the NEM quarters, respectively. ADJDAC for EM quarters is lower, which

indicates that the discretionary portion of accruals is lower for EM quarters once controlled

for the firm’s performance. This is consistent with our prediction about the earnings

management incentives of controlling shareholders who plan for stock gifts. It is also noted

in Table 3 that the EM and the NEM quarters are similar in terms of the level of ownership

(OWN), firm size (SIZE) and leverage (LEV).

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[Insert Table 3 here]

As we mentioned earlier, our sample consists of quarterly observations of 122 firms

whose controlling shareholders gift stocks to individuals at least once during the sample

period.12

Table 4 compares the means of some important financial variables of the firm-quarters

(Gift) in our sample with those of non-gift firms matched by industry and size.

If the sample firms are extreme in terms of their financial characteristics relative

to their comparable peer firms that are not involved in stock gifts (non-gift firms), the

results would be biased, and it would be difficult to generalize them.

13

12 The average total number of firms listed in Korea Stock Exchange is 715 for the sample period.

As shown

in the table, the mean size of the sample firms is not statistically different from that of the

matched firms, indicating that matching by size is done properly. It is noted that our sample

firms are slightly superior to the peers in terms of financial health (CFO, Lev) and

profitability (ROA, ROE, NIdS). It seems that the controlling shareholders of relatively

healthy and profitable firms tend to bequeath their shares to the next generation through a

13 Specifically for each quarter, firms are ranked into deciles on the basis of size, and each firm in the sample is matched to a firm in the same industry (KRX two-digit industry classification) with the smallest absolute size difference. Total number of observations is 3,071. Among them, 2,855 observations are matched, but 2,608 have non-missing values for all variables.

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stock gift. More importantly, our sample firms are statistically similar to the matched firms

in terms of TA (total accruals) and ADJDAC which are the variables of interest in our study.

Overall, we confirm that our sample firms do not have extreme characteristics compared to

the out-of-sample firms.

[Insert Table 4 here]

Empirical Results

Columns (1)-(3) in Table 5 show the results from the regression of ADJDAC on stock

gifts.14

14 We have also used discretionary accruals (DAC) without performance-adjustment as an alternative dependent variable.

But the results remain qualitatively the same.

Columns (1), (2), and (3) are the results for the full sample, the Bear sample, and

the Non-Bear sample, respectively. The coefficient of the GIFT variable in Column (1) is

negative and statistically significant, which supports our hypothesis that controlling

shareholders would manage earnings in anticipation of stock gift transactions. Further, a

comparison of the GIFT coefficients in Column (2) and Column (3) shows that the

coefficient is statistically more significant for the Bear sample than for Non-Bear (the

former p-value is 0.055 whereas the latter is 0.096). This result is consistent with the

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conjecture that the bear market condition would complement the earnings management

incentives of controlling shareholders.

One possible explanation for the stronger results for the Bear sample is that the

financial reporting costs incurred from decreased earnings may be lower during the bear

market because the overall market performs poorly. Alternatively, controlling shareholders

may become more aggressive in income-decreasing manipulation because it would be easy

to masquerade the manipulation behind the poor economic condition in a bear market.

[Insert Table 5 here]

The coefficients of all control variables except SIZE and OWN are signed as expected

and are significant. The coefficient of CFO is negative and highly significant, which is

consistent with the previous findings (Dechow et al. 1995) that operating cash flows have a

systemic negative correlation with discretionary accruals. LOSSt-1 shows a negative and

marginally significant correlation with ADJDAC at the 10 percent level, which confirms the

results of Kasznik (1999). The coefficient of GRW is positive and significant, implying that

the manager of a firm with high growth potential has an incentive to manage earnings

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upward (Yoon 2001).

As it is previously mentioned, we also run regressions with change variables (quarter to

quarter change) to address the problem of correlated omitted variables. Table 6 presents the

results. Compared with the results in Table 5, most of the control variables are more

statistically significant, which means that they work more efficiently as controls. In spite of

employing more efficient control variables, the GIFT coefficient in Table 6 still remains

significant, showing a greater decrease in ADJDAC for the EM quarters relative to the

NEM quarters. Further, the fist-difference analysis produces a much more significant β4 (p-

value: 0.005) for the Bear sample, compared with its counterpart in Table 5 (p-value: 0.055).

On the other hand, the statistical significance of β4 for the Non-Bear sample disappears

although the sign is still negative. We have previously observed in Table 5 that the results

for the Bear sample are statistically stronger, relative to the Non-Bear sample. And this

difference becomes more conspicuous in the first-difference analysis, as reported in Table 6.

Overall, Table 5 and Table 6 present evidence of income-decreasing earnings

management in the quarters preceding and/or overlapping the valuation period in an effort

to adversely affect the stock price of the valuation period, supporting our hypothesis. Also,

the income-decreasing management is more evident during the bear market.

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[Insert Table 6 Here]

Further Analysis

Stock Gifts Offered to Individuals vs. Institutions

In this paper we analyze stock gifts offered to individuals only, excluding those made to

institutions because stocks donated to charities and non-profit organizations are not subject

to gift taxes. Hence, controlling shareholders who bequeath their stocks to such institutions

would not have an incentive to manage earnings to influence stock prices. It would thus be

interesting to check if this conjecture could be empirically substantiated. We run a

regression again using Eq. (3) with the sample of stock gifts made to institutions. The

results are reported in Table 7. Consistent with our expectation, the GIFT coefficient is not

statistically significant for the sample of stocks gifted to institutions. Indeed, this result

reinforces the validity of our previous findings for stock gifts made to individuals.

[Insert Table 7 Here]

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VI. CONCLUSION

It is well known that controlling shareholders of most Korean companies transfer their

corporate ownership to the next generation via stock gifts. In this paper, we examine

whether controlling shareholders who plan for stock gifts would manage earnings in an

attempt to influence stock prices prior to gifting stocks to related parties. Because gift taxes

are levied on the basis of the average market value of the stock transferred for a certain

period known as the valuation period, the controlling shareholders may be incentivized to

depress stock prices during this period to alleviate the tax burden. We specifically

hypothesize that controlling shareholders will engage in earnings management in the

quarters that precede and/or overlap with the valuation period in an effort to adversely

affect stock price. To test this hypothesis, we analyze a sample of 185 gift transactions in

which controlling shareholders transferred stocks as gifts during the time of 2000-2009. We

discover that the companies of these controlling shareholders significantly decrease

discretionary accruals in the quarters that precede and/or overlap with the valuation period,

compared with those of other quarters. Further, the income-decreasing earnings

management is found more evident during a bear market. By contrast, we do not observe a

similar earnings management behavior in the cases where stocks are gifted to institutional

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donees that are not subject to gift taxes.

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Figure 1 KOSPI Composite Index and the Distribution of Stock Gifts during 2000.1Q-2009.2Q

Notes: 1) The left vertical axis measures the quarterly average of KOSPI Composite Index.

2) The right vertical axis measures gift amount calculated based on the stock price at the end of the valuation-starting month. The

amount is in Korean Won (KRW).

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Figure 2-1: The Coding of GIFT Dummy

Quarter Q-2 Q-1 Q0 Q+1 Q+2 Valuation

Period

GIFT Dummy

0 (NEM Quarter)

1 (EM

Quarter)

1 (EM

Quarter)

0 (NEM Quarter)

0 (NEM Quarter)

Notes: The variable is defined as follows: GIFT = a dummy variable that equals 1 for firms in the quarter in which the valuation

period begins (Q0) or in the one immediately preceding Q0 (Q-1), and 0 otherwise. Figure 2-2: The Coding of GIFT Dummy

Quarter Q-2 Q-1 Q0 Q+1 Q+2 Valuation

Period

GIFT Dummy

0 (NEM Quarter)

1 (EM

Quarter)

1 (EM

Quarter)

0 (NEM Quarter)

0 (NEM Quarter)

Notes: See figure 2-1 for variable definitions

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TABLE 1 Chronology of the Valuation Rule for Taxation of Stock Gifts of Listed Companies

Period Gift taxes are levied on

Before 1996.12.31 The closing stock price on the date of gift.

1997.1.1 ~ 1999.12.31

The average of the daily closing prices for the three-month period immediately preceding the date of gift.

After 2000.1.1

The average of the daily closing prices for the four-month period covering two months before and two months after the date of gift.

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TABLE 2 Descriptive Statistics for the Stock Gift Transaction Sample

Panel A: KOSPI Index and the Distribution of the Number of Gift Transactions No. of Gift Transactions KOSPI index

2000. 1Q 6 910 2000. 2Q 7 765 2000. 3Q 4 716 2000. 4Q 5 540 2001. 1Q 4 573 2001. 2Q 3 579 2001. 3Q 5 543 2001. 4Q 2 597 2002. 1Q 4 792 2002. 2Q 5 843 2002. 3Q 7 724 2002. 4Q 7 673 2003. 1Q 4 591 2003. 2Q 2 620 2003. 3Q 5 725 2003. 4Q 9 782 2004. 1Q 2 864 2004. 2Q 5 825 2004. 3Q 5 782 2004. 4Q 5 862 2005. 1Q 4 952 2005. 2Q 3 962 2005. 3Q 3 1,110 2005. 4Q 4 1,262 2006. 1Q 0 1,351 2006. 2Q 4 1,350 2006. 3Q 8 1,317 2006. 4Q 8 1,393 2007. 1Q 6 1,414 2007. 2Q 4 1,627 2007. 3Q 11 1,867 2007. 4Q 6 1,947 2008. 1Q 8 1,692 2008. 2Q 9 1,793 2008. 3Q 0 1,519 2008. 4Q 8 1,132 2009. 1Q 2 1,145 2009. 2Q 1 1,371

Total 185

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Panel B: Distribution of Sample Gift Transactions by Industry Industry Code Industry Description No. of Transactions %

3 Fishing Food Products Textiles, Except Apparel Apparels Pulp, Paper Products Coke, hard-coal and Refined Petroleum Products Chemicals and chemical products Pharmaceuticals, Medicinal Chemicals Rubber and Plastic Products Other Non-metallic Mineral Products Basic Metal Products Electronic Components and Communication Equipment Medical, Precision and Optical Instruments Electrical equipment Other Machinery and Equipment Motor Vehicles, Trailers and Semitrailers Furniture Electricity, gas, and air conditioning supply General Construction Wholesale Trade and Commission Trade Retail Trade Air Transport Motion picture, video and television program Computer programming and related activities Financial Institutions Activities Auxiliary to Financial Service Professional Services

3 1.6 6.5 2.7 0.5 0.5 1.1

15.7 4.9 3.8

10 12 13 5 14 1 17 1 19 2 20 29 21 9 22 7 23 8 4.3 24 17 9.2 26 6 3.2 27 1 0.5 28 3 1.6 29 16 8.6 30 7 3.8 32 1 0.5 35 5 2.7 41 9 4.9 46 13 7.0 47 3 1.6 51 1 0.5 59 3 1.6 62 1 0.5 64 1 0.5 66 4 2.2 71

Total

17

185

9.2

100.0

Notes: 1) KOSPI index : Quarterly average.

2) KRX Industry code

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TABLE 3 Descriptive Statistics for Variables: Earnings management quarters (EM quarters) sample (n=267) and Non-earnings management quarters (NEM quarters) sample (n=2,804)

Variable Mean Std. Dev. Q1 Median Q3 Panel A : EM quarters ADJDAC -0.0018 0.0348 -0.0221 -0.0017 0.0159 OWN 0.4559 0.1387 0.3581 0.4457 0.5783 LEV 0.4242 0.1742 0.2912 0.4183 0.5345 CFO 0.0119 0.0373 -0.0064 0.0127 0.0325 SIZE 26.2234 1.2234 25.3099 26.0989 27.0511 TA_LAG -0.0017 0.0394 -0.0225 -0.0031 0.0186 GRW 0.0183 0.0722 -0.0177 0.0087 0.0410 LOSS 0.1685 0.3750 0.0000 0.0000 0.0000 Panel B : NEM quarters

. ADJDAC -0.0013 0.0369 -0.0220 -0.0014 0.0185 OWN 0.4318 0.1381 0.3303 0.4308 0.5284 LEV 0.4233 0.1734 0.2907 0.4251 0.5381 CFO 0.0130 0.0394 -0.0096 0.0126 0.0350 SIZE 26.1721 1.1921 25.3054 26.0680 26.8267 TA_LAG -0.0027 0.0419 -0.0244 -0.0024 0.0193 GRW 0.0135 0.0614 -0.0191 0.0112 0.0434 LOSS 0.2022 0.4017 0.0000 0.0000 0.0000

Notes: The variables are defined as follows: ADJDAC = the performance-adjusted discretionary accruals in quarter t divided by the

lagged total assets; GIFT = a dummy variable that equals 1 for firms in the quarter in which the

valuation period begins (Q0) or in the one immediately preceding Q0 (Q-1), and 0 otherwise.

OWN = largest shareholder ownership: the proportion of common shares held by the largest shareholder and his/her related party at the end of the fiscal year t;

LEV = leverage: the firm’s debt-equity ratio at the end of the fiscal quarter t, measured as total liabilities divided by total assets;

CFO = cash flows: operating cash flows, measured as the difference between operating income and total accruals in quarter t scaled by the lagged total assets;

SIZE = firm size: the natural logarithm of the firm’s total assets as identified in the period t quarterly report;

TA_LAG = total accruals: the total accruals in quarter t-1 estimated by NI t-1 -CFO t-1 ; GRW = growth: one quarter growth in net assets LOSS = loss incurrence: a dummy variable equal to 1 if the firms report net loss in

the fiscal quarter t-1, and 0 otherwise; TABLE 4

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Comparison in Characteristics: Sample Firms vs. Matched Firms The sample observations of the gift firms (n=2,608) and the observations of the non-gift firms (n=2,608) matched by size and industry.

Variables Gift Non-Gift Difference in

Means

P-value (t-test)

SIZE 26.3061 26.3167 -0.0106 0.7453

TA -0.0034 -0.0032 -0.0002 0.8963

ADJDAC -0.0022 -0.0007 -0.0015 0.1956

CFO 0.0136 0.0087 0.0049 <.0001

ROA 0.0102 0.0058 0.0044 <.0001

ROE 0.0144 0.0099 0.0045 0.0302

NIdS 0.04 0.0122 0.0278 <.0001

LEV 0.4231 0.4999 -0.0767 <.0001

GRW 0.0143 0.0118 0.0025 0.2131 Notes: The variables are defined as follows: ROA = return on assets: the firm’s net income divided by the lagged total assets ; ROE = return on equity: the firm’s net income divided by the total equity/(Total Asset – Total

Liability); NIdS = net income divided by the sales.

SIZE, TA, ADJDAC, CFO, LEV, and GRW are defined as in Table 3

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TABLE 5 Regression Results for Eq. (3) ADJDACi,t = α + β1 GIFTi,t + β2 OWNi,t + β3 LEVi,t + β4 CFOi,t + β5 SIZEi,t + β6 TAi,t-1 + β7 GRWi,t

+ β8 LOSSi,t-1 + firm indicators + Quarter indicators + εi,t (3)

VARIABLES

Predicted

Sign

Full

(1)

Bear

(2)

Non-Bear

(3)

Intercept 0.0345 0.1439* -0.0266

(0.480) (0.086) (0.693)

GIFT - -0.0025** -0.0050* -0.0022*

(0.027) (0.055) (0.096)

OWN + -0.0066 -0.0069 -0.0039

(0.218) (0.516) (0.557)

LEV ? -0.0124** -0.0124 -0.0118*

(0.018) (0.195) (0.089)

CFO - -0.8338*** -0.8486*** -0.8260***

(0.000) (0.000) (0.000)

SIZE ? -0.0009 -0.0049 0.0012

(0.639) (0.127) (0.657)

TAt-1 - -0.0168** -0.0289* -0.0126

(0.044) (0.073) (0.217)

GRW + 0.0550*** 0.0392*** 0.0647***

(0.000) (0.000) (0.000)

LOSSt-1 - -0.0016* -0.0019 -0.0003

(0.095) (0.305) (0.793) Firm fixed Included Included Included

Quarter fixed Included Included Included Observations 3,071 884 2,187

r2_adjusted 0.774 0.785 0.766

Notes: 1) *, **, and *** indicate significance at the 0.10, 0.05, and 0.01 level (all two-tailed test), respectively. P-values are in parentheses. 2) Coefficients on industry and quarter dummies are suppressed. 3) Variables are defined in Table 4.

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TABLE 6 Regression Results for Eq.(4) ΔADJDACi,t = α + β1 GIFTi,t + β2 ΔOWNi,t + β3 ΔLEVi,t + β4ΔCFOi,t + β5ΔSIZEi,t + β6 ΔTAi,t-1 +

β7ΔGRWi,t + β8 LOSSi,t-1 + firm indicators + Quarter indicators + εi,t (4)

VARIABLES

Predicted

Sign

Full

(1)

Bear

(2)

Non-Bear

(3)

Intercept 0.0134** 0.0145 -0.0221***

(0.013) (0.159) (0.000)

GIFT - -0.0035** -0.0116*** -0.0019

(0.042) (0.005) (0.344)

ΔOWN + 0.0038 0.0035 0.0100

(0.774) (0.907) (0.510)

ΔLEV ? -0.0593*** -0.0450 -0.0834***

(0.000) (0.134) (0.000)

ΔCFO - -0.8376*** -0.8500*** -0.8344***

(0.000) (0.000) (0.000)

ΔSIZE ? 0.0396*** 0.0250 0.0716***

(0.000) (0.147) (0.000)

ΔTAt-1 - -0.0297*** -0.0494*** -0.0245**

(0.001) (0.005) (0.020)

ΔGRW + 0.0504*** 0.0449*** 0.0670***

(0.000) (0.004) (0.000)

LOSSt-1 - 0.0107*** 0.0118*** 0.0115***

(0.000) (0.000) (0.000) Firm fixed Included Included Included

Quarter fixed Included Included Included Observations 2,928 791 2,137

r2_adjusted 0.785 0.784 0.781

Notes: 1) *, **, and *** indicate significance at the 0.10, 0.05, and 0.01 level (all two-tailed test), respectively. P-values are in parentheses. 2) Coefficients on industry and quarter dummies are suppressed. 3) Variables are defined in Table 4.

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TABLE 7 Stock Gifts Offered to Individuals vs. Institutions ADJDACi,t = α + β1 GIFTi,t + β2 OWNi,t + β3 LEVi,t + β4 CFOi,t + β5 SIZEi,t + β6 TAi,t-1 + β7 GRWi,t

+ β8 LOSSi,t-1 + firm indicators + Quarter indicators + εi,t (3)

VARIABLES

Predicted

Sign

Individual

Institution

Intercept 0.0345 -0.0737

(0.480) (0.412)

GIFT - -0.0025** 0.0017

(0.027) (0.447)

OWN + -0.0066 -0.0023

(0.218) (0.618)

LEV ? -0.0124** -0.0066

(0.018) (0.148)

CFO - -0.8338*** -0.8104**

(0.000) (0.000)

SIZE ? -0.0009 -0.0005

(0.639) (0.768)

TAt-1 - -0.0168** -0.0154**

(0.044) (0.046)

GRW + 0.0550*** 0.0482**

(0.000) (0.000)

LOSSt-1 - -0.0016* -0.0007

(0.095) (0.405) Firm fixed Included Included

Quarter fixed Included Included Observations 3,071 1,234

r2_adjusted 0.774 0.681

Notes: 1) *, **, and *** indicate significance at the 0.10, 0.05, and 0.01 level (all two-tailed test), respectively. P-values are in parentheses. 2) Coefficients on industry and quarter dummies are suppressed. 3) Variables are defined in Table 4.