Private lenders and borrowers' internal control-related private information

Abstract

This study investigates the relationship between lenders' demand for management letters, which contain borrowers' private information regarding internal control, and the effectiveness of borrowers' internal controls. Since only material weaknesses in internal controls must be publicly disclosed, firms can publicly claim that their internal controls are effective even if they have deficiencies in internal controls but no material weaknesses. This study reveals that lenders are more likely to ask for management letters from borrowers who have revealed material weaknesses in their internal controls. The study also finds that lenders are more likely to ask for management letters from borrowers with financial distress and when borrowers are involved in risky activities like aggressive tax avoidance. In addition, firms with ineffective internal controls from whom lenders have demanded management letters are more likely to remediate their material weaknesses than those not subject to such demands. This study adds to the limited literature on how lenders use borrowers' private information in loan contract monitoring and how lenders can impact borrowers' internal controls without the contractual transfer of control rights.