The Effect of CFO Personal Litigation Risk on Firms’ Disclosure and Accounting Choices†

Abstract

InGantler v. Stephens(2009), the Delaware Supreme Court makes explicit that corporate officers owe the same fiduciary duty to the firm and shareholders as do board members. The decision increased the risk of non-board-serving officers being added as named defendants to investor litigation but did not change the risk of corporate litigation. Analyzing the effect of theGantlerruling on non-board-serving CFOs, we find a significant change in their behavior as well as in their firms’ disclosure and accounting choices. Specifically, speech tone during earnings calls of non-board-serving CFOs becomes more negative when compared to board-serving CFOs and the firm's CEO, and non-board-serving CFO firms disclose bad news earlier and report more conservatively. Results are stronger for firms incorporated in Delaware. Our findings suggest that CFOs respond to personal litigation risk over and above corporate litigation risk.