The Impact of the UK Corporate Governance Code 2010 on Earnings Management around Mergers and Acquisitions

Abstract

<p>Several studies revealed earnings management (EM) around mergers and acquisitions (M&amp;As) by both acquirers and target firms. Rosa et al. (2003) suggest that a systematic EM is associated with the use of stock as payment in takeovers. This and other corporate malpractices have prompted authorities to tighten regulations by passing the United Kingdom (UK) Corporate Governance (CG) Code to guide companies in the UK in their corporate management and financial reporting.</p><p>This study is to investigate the impact of the UK CG Code on accruals EM around M&amp;As in the UK. The study applied the Modified Jones (1991) model as modified by Dechow et al. (1995) and the Pearson Product Moment Correlation in analysing a sample data from 66 companies listed on the LSE that have undertaken M&amp;As within the period of January 2007 to December 2014. The results produced by the modified Jones model indicate some level of income increasing discretionary accruals in the pre-CG period but showed an opposite situation in the post-CG period. A test for significance indicates the means of pre-CG discretionary accruals and post-CG discretionary accruals were different and significant. The hypothesis that “the level of earnings management around mergers and acquisitions in the UK has significantly reduced after the enactment of the UK Corporate Governance code 2010” was therefore accepted.</p>Results from the Pearson Correlation Coefficient were inconclusive on EM but indicate some changes in the level of activities in the earnings between the two periods. This may also points to some effect of CG Code on the reported earnings of these companies. The results from this study is consistent with existing studies that evince the effectiveness of CG in controlling EM as Hsu and Koh (2005); Osma (2008) suggest that best corporate governance practices minimise EM and reduce fraud drastically.