내부회계관리제도와 자본제조달비용의 관계

Abstract

The purpose of this study is to examine the relationship between the underwriter fees and internal control system for issuing firms. Looking at previous studies on capital raising (Bae et al. 2011; Kim and Choi 2008; Eum and Hong 2013; Kim et al. 2014; Hwang et al. 2015; Choi and Bae 2015; Ahn et al. 2015), they argue that the role of underwriter as a gatekeeper is important in order to alleviate the problem of information asymmetry. Specifically, the underwriter provides more reliable information to external investors in order to alleviate the information asymmetry problem through accurate due diligence (Diamond 1989; Lee and Jang 1999; Lee et al. 2005; Kim and Lee 2006; Bae et al. 2011; Son 2011; Hwang et al. 2015; Park 2015). The underwriters also have responsible for the overall procurement of capital, such as legal proceedings and determination of issuing cost when issuing firms issue the bonds. In the process of capital raising, the underwriter decides on the adequacy of issuance, timing of issuance, and issuance conditions of the issuing firms. The underwriters evaluate the intrinsic value and relative issuing cost based on the financial information of issuing firms. After that, the underwriters determine the issuing price based on their evaluation results (Lee and Jang 1999; Lee et al., 2005). In the Best Practices for Due Diligence of Financial Investment Firms (December 2011, the Financial Supervisory Service), the underwriters must conduct due diligence to assess the financial condition or investment risk of a capital raising firms. It states that underwriters should check the operation of internal control system, adequacy of operation, improvement of deficiencies, and the establishment of internal control management organization for issuing firms. For example, in the evaluation of the analysis of the Zico corporation (October 20, 2016), as one of the negative factors of investment in the firm some weaknesses in the internal control system may be found, which may deteriorate the financial condition. This means that underwriters evaluate the issuer's eligibility, investment risk and financial risk based on the firms’ characteristics such as the financial status and corporate governance of the issuing firms before and after the main contract and reflects the result in the fee contract. In other words, the underwriters will invest sufficient time and manpower to evaluate the internal and external investment risk factors of the issuing firms to show the reliability of the financial information of the issuing firms (Best Practices for Corporate Due Diligence of Financial Investment Companies 2011.12; Korea Economy, May 29, 2012), the underwriters consider the evaluation results to be reflected in the fee contract. Prior papers by Klein and Leffler (1981) and Allen (1984) has also shown that the firm value can be negatively assessed based on the firms’ false reporting of product quality from a general trading standpoint. The theoretical model suggests that consumers have an incentive to pay for increasing in quality-assuring premium. Linked to a capital raising service, the underwriters can charge the underwriter fees in exchange for a service that verifies and certifies the risk assessment and financial information of the issuing firms. At this time, we use the evaluating the adequacy of the issuer's internal control system as a factor to evaluate the quality of financial information of the issuing firms. The internal control system is a distinct concept from external auditing. It was enacted in April 2004 to supplement the limitations of external auditing and increase the reliability of accounting information. Accordingly, in order to strengthen internal control over financial information, the amendment has been force to raise the certification level of the internal control system to the audit level sequentially from 2019. Internal staff members are responsible for the role of internal control to enhance the reliability of financial reporting, such as providing knowledge to determine corporate policy matters including bond issuance. While the necessity of continuous system improvement of internal control system, it is meaningful to examine the relationship between underwriter fees and status of human resources as a disclosure regarding the operation of the internal control system. If the issuing firms operate effectively the human resources of the internal control system, the credibility of the financial information of the issuing firm can be increased, which will alleviate the information asymmetry problem of issuing firms and investors, and have a positive effect on the firm value in the future (Feng et al. 2009; Chae et al. 2012; Choi et al. 2013; Kim and Choi 2017). In other words, if the internal control system of issuing firm is effectively established and operated to achieve the purpose of internal control, the firms with excellent human resources of the internal control system has high transparency of financial information. As the results, underwriters may have an incentive to decrease underwriter fees in fee negotiations. However, if investors consider the issuer's risk is high because of the low effectiveness of the internal control system, and thus the issuer's financial information is not reliable, the underwriter may face higher burden of marketing costs for issuing bonds. And they may require a higher fee in return. Therefore, this paper analyze the effect of the reliability of financial information through internal control on the underwriter fees. As a result of the analysis, this paper find that the human resources of internal control system are negatively related to underwriter fees. In particular, the results of this study find the negative relation only for expertise variables (IC3 and IC4) related to certified public accountants. It means that the role of certified public accountant in the internal control system is important. The results of this study are expected to contribute as follows. First, when the importance of the internal control system is rising, the level of certification of the internal control system changes to auditing level from the review. The results of this study provide meaningful results for regulators. Also, in order to examine the due diligence of underwriters, the empirical analysis of the relationship with the internal control system was conducted on the samples that strengthened the monitoring duties of the underwriters after 2012. In particular, the results of this paper with the underwriter fees, which is the express compensation of the underwriter, is particular significance to investors.