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1.0 Introduction引言
信息披露主要是指上市公司利用招股说明书、上市公告书、定期报告、中期报告等形式向投资者和公众披露公司相关信息的行为（Rimerman，1990）。投资者和有权获取这些信息的公众可以将这些信息作为作出更明智决策的主要依据（McCaslin和Stanga，1986年）。然而，信息披露制度建立后，会计信息欺诈的使用频发，许多人质疑信息披露的有效性（国际会计准则委员会，2010年）。本文首先阐述了信息披露有效性的理论基础，然后结合安然公司的案例，探讨了导致信息披露失败的原因，最后对信息披露有效性进行了初步的总结。
Information disclosure mainly refers to the actions that public companies take by using prospectus, listing announcement, periodic reports, interim reports and other forms to disclose company-related information to investors and the public (Rimerman, 1990). Investors and the public having an access to this information can take the information as the main basis for making more informed decisions (McCaslin and Stanga, 1986). However, after the establishment of information disclosure system, the use of accounting information fraud has occurred frequently, many people questioned the effectiveness of information disclosure (International Accounting Standards Board, 2010). This essay first explains the theoretical basis of the effectiveness of information disclosure, then combined with the case of Enron to discuss the reasons leading to the failure of information disclosure, and finally it is tentative to give conclusions on the effectiveness of information disclosure.
2.0 Main body主体
2.1 Literature review文献综述
2.1.1 The theory of efficient market hypothesis有效市场假说理论
根据现有信息的分类，有效市场假说将资本市场分为三类：弱形式效率、半强形式效率和强形式效率（_i_an，2015）。Ţiţan认为，有效的市场是理想的，因为在这样的市场中，由于信息是由每个投资者共享的，没有人能够利用信息产生超额回报，信息型投机不再存在，充分发挥了证券市场的资源配置功能。然而，在现实中，投资者获得的信息总是不同的，理论上有效的市场是不可能存在的，现实中的市场更接近于弱形式效率或半强形式效率的市场。信息披露制度的存在，使投资者能够尽快获得与企业有关的优质金融信息，从而做出更明智的决策，从而提高证券市场的效率，使弱形式效率或半强形式效率的市场可能接近于有效市场的状态。
According to the classification of available information, efficient market hypothesis divides the capital market into three categories: weak form efficiency, semi-strong form efficiency, and strongly form efficiency (Ţiţan, 2015). Ţiţan (2015) argues that efficient markets are ideal because in such markets, as information is shared by each investor and no one can use information to generate excess returns, information-based speculation ceases to exist and it gives full play the role of resource allocation function of securities market. However, in reality, information obtained by investors is always different, theoretically effective market can not exist, the market in reality is closer to a weak form efficiency or a semi-strong form efficiency market. The existence of information disclosure system allows investors to obtain high-quality financial information related to enterprises as soon as possible in order to make more informed decisions, so that the efficiency of the securities market is improved, making a weak form efficiency or a semi-strong form efficiency market is possibly close to the state of an effective market.
2.1.2 Information asymmetry theory
In securities market, the phenomenon of information asymmetry is widespread, the uneven distribution of information makes stock price unable to reflect the real business situation of a company, and information asymmetry causes adverse selection and moral hazard, which exacerbates inefficiency of securities market (FRC, 2012). In securities market, according to the theory of information asymmetry, raisers and investors have different information, leading to that the value of corporate stock can not be properly reflected (FASB. 2010), so that good companies withdraws from securities market, and bad companies are still in the market . To solve this vicious cycle, information disclosure is the only way, by requiring listed companies to disclose information relevant to their business conditions, so that investors can get as much information as possible about making more informed decisions, which can ensure the orderly operation of securities market and improve its operational efficiency. In securities market, management of listed companies have a lot of inside information, when the management find that the publication of false information or the use of insider information to trade can bring them interests, although this will undermine the interests of investors, the management are still desperate to implement the act (Elliott and Elliott, 2015). To solve this problem, one of the solutions is through information disclosure to allow investors to understand business situation, investment decisions of management and other management activities in a timely manner, so that investors can externally supervise the management to ensure that management will effectively implement their obligations and safeguard the healthy operation of securities market.
2.2 Enron event
In 2001, accounting fraud of the largest US energy trader – Enron was found out and it filed for bankruptcy, causing a huge panic in the US capital market (Munawer, Yahya and Siti-Nabiha, 2012). Enron's problem lies in related-party transaction and information disclosure (Cullinan, 2004). Inappropriate related-party transactions were not enough to make Enron collapse in a few months, the real fatal was Enron’s error in information disclosure. In order to keep its global high speed growth and realize its huge expansion plans, Enron has to earn a lot of low-cost capital (Phadke, 2009). To do that, Enron must have a high credit rating. In order to achieve this goal, Enron underreported debt in the financial statements and overestimated profits (Cullinan, 2004). At the same time, Enron's disclosure to U.S. Securities and Exchange Commission about the related transactions with its partnership was not sufficient and accurate, which was too vague and difficult to be understood by the majority of investors (Munawer, Yahya and Siti-Nabiha, 2012). This near-intentional approach caused Enron’s losing market confidence after the occurrence of the Enron event. In the end, the serious consequences of false information disclosure caused the collapse of Enron.
2.3 Discussion
2.3.1 Defects in corporate governance structure
In order to solve the negative impact of information asymmetry, the international practice is to perfect corporate governance structure through power distribution, power balance, information disclosure and other mechanisms, but whether it is the system arrangement of corporate governance structure, or the mechanism design of executive stock option, both are inseparable from high-quality accounting information. In order to prevent insiders’ control and balance the power of management and large shareholders in terms of accounting information, in Britain, the United States and other developed countries, they have introduced an independent board system (International Accounting Standards Board, 2010). This corporate governance mode emphasizes the function of independent directors, of course, it has its reasonable ingredients, but the Enron event shows that independent directors are not omnipotent. Among the 17 directors of Enron, 15 were independent directors (Munawer Yahya and Siti-Nabiha, 2012). Enron's independent board of directors not only failed to fulfill their internal control obligations, but might be related to false disclosure of information, they faced allegations including neglect of duty, making false accounts, inducing investors, seeking personal gain and so on (Cullinan, 2004; Munawer, Yahy and Siti-Nabiha, 2012).
2.3.2 Independence of certified public accountant (CPA)
Social audit is the external institutional arrangement to solve information asymmetry (Elliott and Elliott, 2015). CPA is responsible for ensuring the quality of accounting information, reducing the cost of identifying accounting information. However, in the real world, CPA and a listed company share a glory and a loss (Elliott and Elliott, 2015). The collapse of Enron was also closely related to Andersen, which was responsible for providing audit assurance and advisory services for Enron (Cullinan, 2004; Munawer, Yahya and Siti-Nabiha, 2012).. Andersen not only provided audit services for Enron, but also provided consulting business to get a lot of money, Enron was Andersen's second-largest customer (Phadke, 2009; Munawer, Yahya and Siti-Nabiha, 2012). Andersen obtained rich revenue from providing consulting services to Enron, which would inevitably affect the independence of Andersen. This is also a major cause of information disclosure failure.
2.3.3 Quality of information disclosure
Rimerman (1990) points out that information disclosure system is out of date, there are many imperfections. At that time most of the financial information disclosure is very complex and it is difficult for information users to understand. Company information disclosing is more passive fulfillment of obligations rather than taking the initiative to provide investors with relevant information, especially trend information. Enron also used the most sophisticated financial instruments known as SPE and other off-balance sheet for financing (Munawer, Yahya and Siti-Nabiha, 2012). Such tools allowed Enron to raise financing without finding out liabilities in balance sheet (Cullinan, 2004). This invisible covered the risk of Enron and infringed the interests of investors. Berardino, who was the Chairman of Andersen argued in the reflection of the case of Enron that for a long time, the financial reporting system in the capital markets only provided a large amount of complex information about what had happened in the past, regardless of the need of investors with limited understanding for “what happen currently and what might happen in the future” (Phadke, 2009; Munawer, Yahya and Siti-Nabiha, 2012). To this end, a company should improve the quality of information disclosure to convey to investors the information to really understand the company's business model and its operational risks, financial structure and operating performance.#p#分页标题#e#
3.0 Conclusion
Considering from the theory of efficient market hypothesis and asymmetric information theory, information disclosure has a positive effect on protecting the interests of investors, avoiding adverse selection and moral hazard, improving the efficiency of securities market. However, after the establishment of information disclosure system, the use of accounting information fraud to infringe upon the interests of investors has happened frequently, considering from the case of Enron, the internal management system, CPA's neutrality, as well as the quality of information disclosure are causes for frequent occurrence of the problem. Therefore, there is no problem with the effectiveness of information disclosure system itself, but it also need some supporting measures and specific aspects of the implementation need to be improved to ensure that company information can be accurate and disclosed in time to ensure that the interests of investors are not compromised.
References
Elliott, B. and Elliott, J. (2015).Financial Accounting and Reporting, 17th Edition, Pearson.
Cullinan, C. (2004). Enron as a Symptom of Audit Process Breakdown: Can the Sarbanes-Oxley Act Cure the Disease? Critical Perspectives on Accounting, 15(6–7), 853-864.
FASB. (2010). Statement of Financial Accounting Concepts No.8, Conceptual Framework for Financial Reporting, Financial Accounting Standards Board. Norwalk: Connecticut.
FRC. (2012).Thinking about Disclosures in a Broader Context. A road map for a disclosure framework. The Financial Reporting Council (FRC).
International Accounting Standards Board. (2010). The Conceptual Framework for Financial Reporting 2010. IFRS.
McCaslin, T.E. and Stanga, K.G., (1986). Similarities in Measurement Needs of Equity Investors and Creditors, Accounting and Business Research, Spring, 151-156.
Munawer, Z., Yahya, S. and Siti-Nabiha, A.K. (2012). Sell-side Security Analysts: Re-reporting of Enron Corporation Fraudulent Financial Data. Procedia - Social and Behavioral Sciences, 62(24), 749-760.
Phadke, A. (2009). How many Enrons? Mark-ups in the Stated Capital Cost of Independent Power Producers' (IPPs') Power Projects in Developing Countries. Energy, 34(11), 1917-1924.
Rimerman, T.R. (1990).The Changing Significance of Financial Statements, Journal of Accountancy, 4, 79-83.
Ţiţan, A. G. (2015). The Efficient Market Hypothesis: Review of Specialized Literature and Empirical Research. Procedia Economics and Finance, 32, 442-449.
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