매출 관련 회계처리와 감사절차에 대한 사례연구: 매출액 과대계상을 중심으로

This paper analyzes a real audit review case implemented by Financial Supervisory Service (FSS). In this case, the company disturbs the capital market and incurs a serious loss to the investors through a series of financial events: book-door listing, accounting fraud, public offerings, and delisting. This case shows that the provision of accurate accounting information and sound monitoring activities by external auditors are critical in protecting public investors in the capital market. Even though there are many previous papers which examine the overstatement of sales, most of the studies just list the names of the companies that overstate sales and do not provide a deep analysis (Lee 2004; Ko and Yoon 2006; Jo and Lim 2007). Koh et al. (2007) suggest sales management could be used as a way of decreasing revenue. Choi et al. (2011) find that there is a positive relation between tax avoidance and the amount of related party transaction which can be easily managed. Their result implies that the existence of related parties could increase managerial discretion with regard to accounting treatments for a particular transaction, which increases the possibility of detouring accounting standards. However, these studies have not specifically shown how firms manipulate sales and avoid auditing by external auditors. That is, while accounting scandal using sales revenue overstatement is common in the practice and has serious consequences for the market, there has been relatively few studies on this issue. The company in this case is incorporated in 1998 and began its operation in electronic commerce industry. While the company grew very fast right after its startup, it has suffered from poor financial performance due to the tough competition in that industry since mid 2000s. As a way to survive, the company has exchanged its whole shares with a private company, while the shareholders of the private company become the largest shareholders. Using this comprehensive share exchange, the private company can access the capital market because the shareholders of the private company now can control the public company. This kind of reverse M&A between a public company and a private company is called back-door listing. Through a back-door listing, private companies can avoid complex listing process, save time and efforts as compare with ordinary IPO, and raise more capital with less costs in the market. Unfortunately, in this case, the company is in danger of being designated as an administrative issue after back-door listing, because its sales is smaller than minimum amount required to maintain its listing status. According to the regulation stipulated by Korea Exchange, the firm with the most recent annual sales smaller than three billion Korean Won should be designated as an administrative stock to give warnings to investors about the risk of purchasing the stocks of that company. If a company does not meet any requirement for not being designated as an administrative stock two years in a row, it will be delisted from the stock market. In order to avoid delisting, the company commits an accounting fraud by overstating sales revenue. The fraud scheme is carefully developed among related parties. The company fiddles its accounting books recognizing fictional sales revenue and related costs of goods sold and falsifies documents: contracts, tax invoices, sales slips, and purchase slips. The company does not even purchase the goods from the supplier. What is worse, the company asks the related business counterparts not to respond to the confirmation issued by its external auditor. Moreover, the company raises capital from the market several times using the manipulated financial statements. These actions have been arranged in the form of seasoned equity offerings and convertible bonds issuance through small and general public offerings. Finally, the company is delisted causing enormous damage to the investors. This paper has implications for the managerial incentive for accounting fraud, an auditor’s judgment against a firm’s risk, and the audit review works by a regulatory body by providing the detailed description on the matter, such as back-door listing, the KOSDAQ regulation, the pertinent audit procedures, and the judgment of FSS. In addition, this paper is expected to help focus attention on the compensation for investors’ loss and the scope of auditors’ responsibilities.