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study how increased market transparency affects firms' disclosure incentives. I exploit the staggered introduction of TRACE, which made bond prices and transactions publicly observable, and show firms provide more guidance when their bonds' prices and trading become observable. This effect is stronger for firms with informationally sensitive bonds and firms without exchange-listed bonds prior to TRACE. Also, firms become particularly more likely to disclose bad news, consistent with the notion that investors' access to market information limits managers' incentives to withhold information. I corroborate my results using a small controlled experiment, in which prices and trading are revealed for a randomized set of bonds. Taken together, my results suggest that observable market outcomes inform investors not only directly by aggregating and revealing investors' information and beliefs, but also indirectly by increasing corporate disclosure.
The government in the United Kingdom set up the Kay Review to examine and make recommendations relating to the equity market and its impact on the long-term competitive performance of businesses. The article considers the comments and recommendations dealing with corporate disclosure. It argues that public dissemination of listed company information is likely to be the optimal approach to enhance long-term corporate performance. Global empirical studies consistently suggest that regulation which promotes high quality disclosure standards in financial markets can greatly improve corporate, economic and community outcomes. It concludes that the Kay Review missed a valuable opportunity to focus on and prioritise measures to ensure the public disclosure and communication frameworks governing listed companies are the best they can be. While transparency in financial markets is easy to espouse, it is an ongoing endeavour that has to be robustly sought by every generation, by every nation and by entire communities.
We examine the link between corporate governance, companies' disclosure practices and their equity market transparency in a study of more than 5,000 listed companies in 23 countries covering the period 1 January 2003 to 31 December 2008. Our results confirm the belief that better-governed firms make more frequent disclosures to the market. We also find greater disclosure in common law relative to code law countries. However firms with better governance in both code and common law countries make more frequent disclosures. We measure market transparency by the timeliness of prices. In contrast to single country studies, results show, for the 23 countries collectively, better corporate governance is associated with less timely share prices. This would suggest that a firm substitutes better corporate governance for transparency. We are thus led to the conclusion that even if information is disclosed more frequently by better-governed firms, it does not necessarily follow that information is reflected in share prices on a timelier basis.
Effective corporate reporting and disclosure are critical in financial markets to promote vigorous competition, optimal performance, and transparency. This book examines whether existing disclosure frameworks in eight countries with the world's most significant securities exchanges achieve these objectives, and then, drawing on extensive empirical findings, identifies the policies and practices that contribute most to improving the overall quality of listed company reporting and communication. Contending that public disclosure of listed company information is an essential precondition to the long-term efficient operation of financial markets, the book provides analysis of such issues and topics as the following: - arguments for and against mandatory disclosure regimes; - key principles of periodic and continuous disclosure regulation; - tensions between direct and indirect investment in financial markets; - assumptions concerning the need to maintain a privileged role for financial intermediaries; - intermediary, analyst, and research incentives; - protection of individual investors; - selective disclosure; - disclosure of bad news; - the role of accounting standards; - public access to company briefings; - long term performance reporting and analysis; and - company reporting developments. A significant portion of the book provides an overview of disclosure regulation and practice in the United States, Canada, Germany, the United Kingdom, Japan, Hong Kong, Australia, and Singapore. A highly informative survey looks at company reports, disclosures, and websites of large listed companies, including Microsoft, Citigroup, Teck Resources, Deutsche Bank, BP, Sony, PetroChina Company, BHP Billiton, and Singapore Telecommunications. The book discusses common disclosure issues that arise across jurisdictions, provides valuable insights on the efficacy of existing disclosure regulation and practice, and highlights the important principles, processes, and practices that underpin best practice company disclosure frameworks. It will be welcomed by company boards and executives and their counsel, as well as by policymakers and scholars in the areas of corporate, securities, banking and financial law, accounting, economics and finance.
I examine the effects of proprietary information on corporate transparency and voluntary disclosure. To do so, I develop and validate two measures of firms' reliance on trade secrecy: one based on 10-K disclosures and one based on subsequent litigation outcomes. I complement these measures by using the staggered passage of the Uniform Trade Secrets Act as a shock to trade secrecy. I find that firms that begin to rely more heavily on trade secrecy substitute increased voluntary disclosure of nonproprietary information for decreased disclosure of proprietary information. The total effect of trade secrecy is a decrease in corporate transparency.
I examine the effects of proprietary information on corporate transparency and voluntary disclosure. To do so, I develop and validate two measures of firms' reliance on trade secrecy: one based on 10-K disclosures and one based on subsequent litigation outcomes. I complement these measures by using the staggered passage of the Uniform Trade Secrets Act as a shock to trade secrecy. I find that firms that begin to rely more heavily on trade secrecy substitute increased voluntary disclosure of nonproprietary information for decreased disclosure of proprietary information. The total effect of trade secrecy is a decrease in corporate transparency.
Market transparency affects how much information investors can glean by observing market data, while firm transparency determines the extent to which outsiders can gain access to firms' inside information. Each type of transparency has been independently studied in the prior literature. The relation between the two, however, is not well understood. By making use of a natural experiment in which the transparency of short selling in the market place improved exogenously, this paper provides initial evidence on the consequences of improving market transparency on a firm's transparency, and empirically tests recently developed dynamic disclosure theory. Using a unique difference-in-differences design, I illustrate that making short-interest data publicly available increases firms' voluntary disclosure. This outcome suggests that revealing sophisticated investors' trading positions has a disciplining effect on firm disclosure. Additional tests reveal that this disciplining effect exists for disclosures both before and after the short-interest release. Finally, to further understand firms' rationale to disclose more, in cross-sectional analyses I show that the positive effect of making short interest public on firm disclosure increases with short-interest level and litigation risk, but decreases with the real-option value of withholding news. This paper highlights the importance of market transparency in improving firms' information environment.
Dieses etwas andere Lehrbuch bietet keine vorgefertigten Rezepte und Problemlösungen, sondern eine kritische Diskussion ökonometrischer Modelle und Methoden: voller überraschender Fragen, skeptisch, humorvoll und anwendungsorientiert. Sein Erfolg gibt ihm Recht.
The Regulation of Corporate Disclosure, Third Edition is a complete and up-to-date handbook on the issue of corporate disclosure, covering the impact of the federal securities laws on both informal communications and the process of communicating with shareholders. The Third Edition expands topics previously covered, addressing the legal issues and practical concerns surrounding implementation of the Private Securities Litigation Reform Act of 1995, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The book also has an in-depth treatment of managementand’s discussion and analysis (MDand&A), something that, although appearing in required SEC filings, involves many of the same difficult and complex issues raised by the informal disclosure process. Also addressed are: SEC reforms of the periodic reporting process; issues pertaining to stock research analysts and conflicts of interest; and various relevant corporate governance requirements and their disclosure implications. Critical areas analyzed include ;Disclosure requirements and anti-fraud provisions The duty to disclose Dissemination Issues involving materiality Disclosure of bad news Negotiations Dealing with analysts And much more!