Although the Securities and Exchange Commission (SEC) has adopted
several "safe harbor" rules for earnings forecasts made in good faith and
with a reasonable basis, surveys indicate that many companies remain
wary of the effectiveness of this protection (SEC [1994]). Regardless of
their outcome, lawsuits alleging defective disclosures can impose substantial
costs on defendant managers in the form of lost time and money.
The expected legal costs associated with a management earnings forecast
error are a function of the probability of being sued and the costs
associated with litigation if it occurs (e.g., legal expenses). Prior research
reveals that most lOb-5 lawsuits are filed after adverse earnings-related
disclosures (e.g., Francis, Philbrick, and Schipper [1994b]). Therefore, I
assume the probability of a lawsuit is higher for firms with reported earnings
falling below the management forecast than for firms with earnings
exceeding the forecast. Expected legal costs are also likely to increase
with the magnitude of the forecast error: the larger the error, the higher
the probability of being sued and the greater the costs of resolving the
lawsuit if it occurs.
My proxies for expected legal costs also include the following factors:
the change in stock price at the time of forecast issuance, the change in
stock price over the period between forecast issuance and fiscal yearend,
the proximity of the forecast to fiscal year-end, and the extent of
analyst coverage. As explained below, these factors potentially reflect
several key elements of securities litigation.
I assume that the magnitude of stock return around forecast issuance
increases the expected legal costs associated with a forecast error because
plaintiffs in a rule lOb-5 case need to demonstrate that the allegedly
fraudulent disclosure was material. In applying the materiality concept,
courts often employ a share price impact test to assess whether investors
believed and responded to the alleged misrepresentation.3 Presumably,
a significant share price movement that is uniquely associated with
the allegedly misleading disclosure indicates investors considered the information
relevant for their investment decisions (Mitchell and Netter
[1994]).4
The magnitude of stock return in the period subsequent to forecast
issuance might be used as an input to damage calculation. Damages in
a lOb-5 case are generally estimated as the sum, over all plaintiffs in the
class, of the difference between the actual share price and intrinsic
share value each day, multiplied by the number of shares purchased by
the plaintiff.5 Therefore, I assume that estimated damages increase