Disclosure of Internal Control Weaknesses and Auditors' Litigation Risk

In contrast to research showing that private litigation discourages audit clients from disclosing internal control weaknesses, we find that auditors' litigation concerns have a countervailing effect. Our empirical results show that adverse internal control opinions reduces the likelihood of auditors being implicated in lawsuits against their clients, which suggests that disclosing internal control weaknesses can protect auditors from litigation. Consistent with the notion that such litigation protection in turn encourages auditors to issue adverse internal control opinions, we find that both new and incumbent auditors are more likely to issue adverse internal control opinions for clients with higher ex ante litigation risk. Moreover, for restating firms that eventually acknowledge the existence of internal control weaknesses, ex ante litigation risk is positively associated with earlier adverse internal control opinions. Overall, our evidence suggests that litigation threat provides an incentive rather than a disincentive for auditors to issue adverse internal control opinions in a timely fashion. As both new and incumbent auditors have such incentives, auditors' litigation concerns suppress clients' opportunistic internal control opinion shopping