The role of "gatekeepers" as reputational intermediaries who can be more easily deterred than the principals they serve has been developed in theory, but less often examined in practice. Initially, this article seeks to define the conditions under which gatekeeper liability is likely to work – and, correspondingly, the conditions under which it is more likely to fail. Then, after reviewing the recent empirical literature on earnings management, it concludes that the independent auditor does not today satisfy the conditions under which gatekeeper liability should produce high law compliance. A variety of explanations – poor observability, implicit collusion, and high agency costs within the gatekeeper – provide overlapping explanations for gatekeeper failure. What remedy should work best to minimize such failures? As a more appropriate and supplementary remedy to reliance on class action litigation, this article recommends fundamental reform of the governance of the accounting profession. In particular, it contrasts the structure of self-regulation within the broker-dealer industry with the absence of similar self-discipline in the accounting profession. While such reform may be unlikely, its absence strongly implies that earnings management is likely to remain a pervasive phenomenon.
Business Organizations Law | Law | Law and Economics
Center for Contract and Economic Organization
Center on Corporate Governance
John C. Coffee Jr.,
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence and the Governance of Accounting,
Columbia Law & Economics Working Paper No. 191
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/1249