The Changing Landscape of Auditors' Liability

Colleen  Honigsberg; Shivaram  Rajgopal; Suraj  Srinivasan

Article | Journal of Law & Economics

The Changing Landscape of Auditors' Liability

by Colleen Honigsberg, Shivaram Rajgopal and Suraj Srinivasan

Abstract

We provide a comprehensive overview of shareholder litigation against auditors since the passage of the Private Securities Litigation Reform Act (PSLRA). The number of lawsuits per year has declined, dismissals have increased, and settlements in recent years have declined. Our study asks why. Because we find that the likelihood an auditor is sued following a severe restatement has significantly declined in recent years, it does not appear that the decline can be attributed solely to increases in audit quality. Instead, we consider whether the recent wave of Supreme Court cases limiting the scope of Rule 10b-5 against private actors may have led to the decline. To study this possibility, we focus on the Supreme Court’s 2007 and 2011 rulings in Tellabs v. Makor and Janus v. First Derivative, respectively. These decisions affected Rule 10b-5 litigation in different ways; Tellabs related to pleading standards, while Janus related to liability rules. Our analysis provides strong evidence that the higher liability standards imposed by Janus significantly reduced auditors’ liability exposure, but we find only limited evidence that the pleading standard imposed by Tellabs had a significant effect.

Keywords: auditor litigation; Tellabs; Section 10(b); Section 11; audit quality; Janus; PSLRA; class-action litigation; Accounting Audits; Lawsuits and Litigation; Legal Liability;

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Honigsberg, Colleen, Shivaram Rajgopal, and Suraj Srinivasan. "The Changing Landscape of Auditors' Liability." Journal of Law & Economics 63, no. 2 (May 2020): 367–410.

This case explores a new board director who asks a detailed question about a footnote in the lengthy board packet distributed to directors by management. The case allows for discussion about the amount of information and level of detail provided by management, the level of preparation directors engage in prior to board meetings, and the appropriate strategic focus of the board. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

This case explores a new board director who wants more detail from the management team than his fellow directors are willing to press for. New board director Sam Pesca is frustrated that CFO Alex Marotta provides only a minimal two-page financial summary at board meetings, despite Pesca’s requests for more comprehensive information. The other directors object to pressing Marotta for more detail, and young CEO R.J. Oscott asks Pesca to refrain from pressing the CFO. This case is part of a series of vignettes that capture different dilemmas faced by directors as they join boards of companies and understand the dynamics of the new boards that they join.

Case | HBS Case Collection | July 2020

Driving Transformation at the Majid Al Futtaim Group

Suraj Srinivasan and Esel Çekin

The case opens with Alain Bejjani, CEO of Majid Al Futtaim (MAF) Holding, anticipating on the Group’s next phase in the multi-year transformation journey and reflecting on the initiatives he implemented to create the Group’s growth-oriented culture. Founded in 1995, MAF Group was a regional conglomerate, operating shopping malls, and retail and leisure establishments across 12 businesses in 15 markets in the Middle East, Africa, and Asia. The case describes the series of structural changes that Bejjani undertook since he became the CEO in 2015, how he transitioned the Holding company from a passive investor to a strategic architect model, and assumed ownership of the brand, culture, and talent across the entire organization for all its operating companies: MAF Properties, MAF Retail, and MAF Ventures. The case discusses the steps that the Group undertook—creation of the Leadership Institute, a new performance management system, investments in digital technology and analytics capabilities, and the launch of the School of Great Moments to instill a focus on customer experience. By November 2019, Bejjani recognized that the organization had evolved considerably in the past five years. He wondered about the next steps in scaling and ability to execute strategy. How much more could he push the organization to continue to change?

Keywords: Transformation; Organizational Change and Adaptation; Organizational Culture; Growth and Development Strategy; Retail Industry; United Arab Emirates; Middle East; Dubai;

Citation:

Srinivasan, Suraj, and Esel Çekin. "Driving Transformation at the Majid Al Futtaim Group." Harvard Business School Case 121-002, July 2020. View Details

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The Changing Landscape of Auditors' Liability

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