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ACCOUNTING
Will IFRS Evolve into GAAP?
Posted by Sarah Johnson | CFO.com | US
December 14, 2007 1:59 PM ET

Proponents of a move toward IFRS adoption in the U.S. praise its more "principles-based" approach over U.S. GAAP, but America 's corporate culture could modify that label. In fact, the management set-up here could permeate over to Europe eventually, leading to an evolution of international financial reporting standards to more closely resemble GAAP, which has been tweaked, modified, appended, and is now nearly stumbling over its own weight.

So argues the Accounting Onion blogger, who is pleading for caution amid the "political pressure to trash U.S. GAAP and adopt IFRS." In his latest post, Tom Selling, a financial reporting and management consultant and regular CFO.com reader, argues that GAAP has evolved into its set of specific rules to compensate for our corporate ownership patterns encouraging misjudgments by management.

Unlike Europe's favored use of majority-owned corporations, the U.S. corporate governance structures are controlled by shareholders, and thus directors who are heavily influenced by management, writes Selling, who bases his theory on a study penned by Columbia Law School professor John Coffee. Management's judgment in the U.S. is more swayed by their personal stake in their company's earnings, and auditors, analysts, and directors may not have enough chutzpah to properly question financial-reporting manipulations.

"Without empowered gatekeepers to prevent accounting fraud, we have had to place our hopes on very inflexible accounting rules, and sheriffs like the SEC and private attorneys to catch the cases where management has attempted to surreptitiously cross the bright line," Selling continues.

His thinking goes against the IFRS fans who claim a less rules-based approach will actually discourage earnings management (and of course allow more professional judgment and leeway on the part of both internal and external accountants).

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There are bigger reasons for why IFRS is prinicples based versus very detailed for US GAAP. A leading reason is the nature of the US legal environment. Every lawsuit that double or triple guesses what management did or what the auditors did in a particular circumstance (always with the benefit of hindsight), required more and more guidance to help keep them out of trouble. Most management teams are not crooked like Enron, but every time a stock drops for some bad news you can bet that some law firm will file a suit within 5 days based on some flimsy excuse. To protect themselves from ruinous litigation costs and time, auditors and finance people have wrapped themselves in these shields of rules for protection.

Another reason for the complexity is differences in business complexity. Not that European business is not complex, it is. For example, LBO's have existed for a long time in the US, in many countries in the EU, you could not do a classic LBO recently do to legal restrictions on capital structures, for example. We developed specifc accounting for those. Until 2005, most EU countries used their local GAAP, which was often times closer to their tax accounting. It masqueraded as "accounting principles", but in effect they often times ignored economic substance (hence the need for the US GAAP reconciliation previously).

Finally, US GAAP is old, IFRS is still young and not stress tested yet. In many EU countries, "consolidation" was not even required until say 20 years ago, in the US, that is the bedrock of our corporate reporting and has been since the early 1900's. While I do find it somewhat rich that the EU, which just 2 years ago got around to having a unified accounting language is now finding the need to lecture the US on how they should do their reporting, I would also say dont fight the flow. IFRS will evolve and adapt, use by US companies will result, by necessity, in a standard that is more rigid in its interpretation and application (see point above about litigation). That is good, as sloppy/favorable intreptations by other jurisdictions will be much more evident.

Advice for the PCAOB/SEC and various committees looking at the competitiveness of the US capital markets. NONE of this is going to help the US be more competitive in capital markets. International companies dont list in the US first, and foremost, for 404 reasons. I have had I dont know how many conversations with foreign companies looking to IPO's and other bankers, lets stop kidding ourselves. 404 is THE biggest reason, the second being the chance of being sued for something out of your control. Third is the issue of SEC inflexibility on any issue and the myriad of reporting requirements, even for FPI's. The US markets are referred to as "hotel California", you can check in, but you cant check out. "Cultural" differences, as pointed out by the PCAOB, for example, never show up in discussions. Until those specific items are dealt with, there will continue to be a flight from the US markets in favor of other markets with more reasonable levels of regulation.
Posted by Phil Klein | December 18, 2007 02:38am

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