Similarly, more companies chose to ‘‘go dark’’ (i.e., deregister their common stock and thus
suspend their SEC reporting obligations) after SOX (Leuz, Triantis, and Wang 2008), 370 from
2002–2004 versus 114 from 1998–2001 (see Figure 2). Leuz et al. (2008) are careful to exploit
several events in the phase-in and extended exemptions for small firms from section 404, making
their findings less likely to have been caused by contemporaneous changes in the legal and financial
environment. They find that firms that go dark are smaller, have poorer performance, weaker
growth opportunities, and are closer to financial distress, than firms that do not go dark. Leuz et al.
(2008) also find that that firms that go dark have weaker accounting quality, larger free cash flow
problems, and weaker board governance and outside monitoring. These findings raise the question
whether there is a net social cost or benefit from going dark (and similar) transactions, given such