Unlike financial statement audits, auditor reporting requirements for audits of internal control over financial reporting (ICFR) prohibit auditors from issuing a qualified opinion (i.e., only unqualified or adverse opinions are permitted). Using an experiment with experienced financial reporting managers, this study explores how managers’ perceptions of the unfairness of the ICFR reporting requirements influence their judgments when audit issues arise. Based on fairness heuristic theory, I predict that managers are more defensive when the auditor is not permitted to issue a qualified opinion on the audit of ICFR (compared to the auditor being able to issue a qualified opinion) due to perceptions of unfairness, and managers’ defensiveness will result in less willingness to agree to a material weakness and more aggressive positions on subsequent financial reporting issues. Results suggest managers do not find the option for the auditor to issue a qualified opinion on ICFR to be fairer than current regulations that exclude that option, and their judgments on audit issues are not affected. I also explore whether a client-focused (compared to audit team-focused) auditor can reduce managers’ defensiveness on material weakness assessments and subsequent financial reporting issues. Results show that when managers believe the audit partner acts more on their behalf, they are more likely to agree to a material weakness assessment. Additional analyses also show managers’ defensive behavior is related to perceptions of fairness.