Given the board of directors’ oversight role with respect to internal control systems, we examine how disclosures of internal control material weaknesses under Sarbanes-Oxley Section 404 affect shareholders’ voting in director elections. We find that the presence of material weaknesses is...

This study investigates (a) why some IPO firms proactively disclose internal control weaknesses (ICWs) and remediation progress in their prospectuses before going public, despite being exempt from the requirements of Sections 302 and 404 of the Sarbanes-Oxley Act at the time of IPO, and (b) the...