Voluntary Disclosures and Insider Transactions PDF Download

Author: Christopher F. Noe
Publisher:
ISBN:
Category :
Languages : en
Pages : 42

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Book Description
This paper investigates the association between voluntary disclosures and insider transactions (i.e. transactions made by managers in their own firms' shares). Specifically, insider transaction patterns are analyzed around 949 management earnings forecasts issued by 85 firms between July 1, 1979 and December 31, 1987. The findings show that the incidence of insider transactions decreases prior to management earnings forecasts and increases afterwords. Moreover, the findings show that the likelihood of an insider transaction occurring in the period following a management earnings forecast is related to empirical proxies for the possibility of a manager being privately informed. Overall, these findings are consistent with managers utilizing voluntary disclosures to bond themselves against exploiting private information for insider transaction purposes. Keywords: Information asymmetry; Managerial opportunism; Insider transactions; Management earnings forecasts.

Author: Qiang Cheng
Publisher:
ISBN:
Category :
Languages : en
Pages : 51

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Book Description
We hypothesize that insiders strategically choose disclosure policies and the timing of their equity trades to maximize trading profits, subject to the litigation costs associated with disclosure and insider trading. Accounting for endogeneity between disclosures and trading, we find that when managers plan to purchase shares, they increase the number of bad news forecasts to reduce the purchase price. In addition, this relation is stronger for trades initiated by chief executive officers than those initiated by other executives. Confirming this strategic behavior, we find that managers successfully time their trades around bad news forecasts, buying fewer shares beforehand and more afterwards. We do not find that managers adjust their forecasting activity when they are selling shares, consistent with higher litigation concerns associated with insider sales. Overall, our evidence suggests that insiders do exploit voluntary disclosure opportunities for personal gain, but only selectively, when litigation risk is sufficiently low.

Author: M. Todd Henderson
Publisher:
ISBN:
Category :
Languages : en
Pages : 33

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Book Description
Can voluntary disclosure be used to enhance insiders' strategic trade while providing legal cover? We investigate this question in the context of 10b5-1 trading plans. Prior literature suggests that insiders lose strategic trade value if their planned trades are disclosed. But disclosure might enhance strategic trade because courts can only consider publicly available evidence from defendants at the motion to dismiss phase of trial. This practice can enhance legal protection for firms that disclose planned trades, especially those disclosing detailed information. Consistent with increased legal protection, we find that voluntary disclosure of planned trades increases with firm litigation risk and potential gains to insiders' trades. We also find that insider sales and abnormal returns are higher for disclosed plans, especially those that articulate specific plan details. This suggests that voluntary disclosure, which is conventionally thought to reduce information asymmetries, can create legal cover for opportunistic insider trading.

Author: Eli Amir
Publisher:
ISBN:
Category :
Languages : en
Pages : 37

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Book Description
We examine the relation between insider trading and corporate disclosure of cyberattacks. We distinguish between companies that voluntarily disclosed cyberattacks and those that withheld information on the incidents, and parties outside the attacked company later discovered the incident. We find insiders sell stocks in cases their firm withholds information on the cyberattack from investors. However, in firms that voluntarily disclosed information about the attack, we find insiders are less likely to sell shares when information is still private. We also find that managers are less likely to withhold and sell stocks in states that require companies to disclose data breaches to the state attorney general. The requirement to disclose a breach to the state attorney marks the breach as a significant event, on which insiders are less likely to trade before disclosure because of higher litigation risk. When disclosure requirements are less strict and disclosure is virtually voluntary, insiders trade after withholding information on the cyberattack. The results demonstrate the relation between disclosure and insider trading, and in particular show managers are more (less) likely to trade on private information that they know the company will withhold (disclose).

Author: M. Todd Henderson
Publisher:
ISBN:
Category : Disclosure of information
Languages : en
Pages : 42

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Book Description
This study examines implications of 'scienter disclosure' through an analysis of voluntary disclosures regarding insiders' Rule 10b5-1 trading plans. Prior theory suggests that disclosing informed traders' intent to trade is not strategically advantageous, but this theory does not account for litigation risk reduction resulting from disclosure. Legal precedent regarding Rule 10b5-1 affords legal risk reduction to disclosure, therefore voluntary disclosure offers an interesting theoretical test. Evidence indicates that Rule 10b5-1 disclosure increases with firm litigation risk and insider strategic trade potential. Evidence also indicates that Rule 10b5-1 disclosure is associated with greater abnormal returns to insiders' trades, especially for firms disclosing specific plan details. This evidence suggests that legal risk can compel firms to depart from a non-disclosure strategy and that disclosure might enhance strategic trade. Evidence also suggests that non-disclosing firms are least associated with strategic trade; therefore proposed mandatory Rule 10b5-1 disclosure might not mitigate strategic behavior.

Author: Klaus J. Hopt
Publisher: Springer
ISBN:
Category : Business & Economics
Languages : en
Pages : 40

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Book Description
The general problems regarding the timely topic of regulation of insider dealing and timely disclosure of new facts are discussed in a comparative fashion in this lecture in the light of the EC Directive of 13 November 1989 And The German Securities Exchange Act. In particular, attention is given to efforts to harmonize German law with the EC Directive.

Author: Christine I. Wiedman
Publisher:
ISBN:
Category :
Languages : en
Pages :

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Book Description
This paper examines the relation of voluntary disclosure of management earnings forecasts and information asymmetry to insider selling through secondary equity offerings. We hypothesize that the pattern of voluntary disclosure and level of information asymmetry prior to secondary equity offerings differs systematically based on the identity of the seller. Specifically, we predict a greater frequency of voluntary disclosure and decreased level of information asymmetry when managers sell their stock through a secondary offering. We examine this hypothesis in a cross-sectional analysis of 210 secondary equity offerings from 1984-91, using a two-stage conditional maximum likelihood simultaneous equations estimation procedure, which allows for possible endogeneity in the manger?s decision to sell stock. Consistent with our predictions, we document a significantly positive association between managerial participation and voluntary disclosure of earnings forecasts in the nine-month period prior to registration of the offering. We also document a significantly negative association between managerial participation and two proxies for information asymmetry. The findings provide evidence that managers act as if reduced information asymmetry correlates with a reduced cost of capital.

Author: Semih Tartaroglu
Publisher:
ISBN:
Category :
Languages : en
Pages : 29

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Book Description
This paper contributes to the debate on the consequences of increased disclosure regulation by investigating the effects of expedited reporting requirements of Form 4 filings, mandated by the Sarbanes-Oxley Act (SOX), on the market response to earnings announcements. We first confirm that SOX reduces opportunistic insider trading without deterring insider trading due to diversification needs, and that post-SOX, opportunistic insider trades more strongly reveal upcoming earnings surprises. We then document that, at the earnings announcement date, earnings response coefficients (ERCs) are lower when earnings are preceded by opportunistic insider trades. We conclude that accelerated disclosures of insider transactions mandated by SOX lend to more informationally efficient prices prior to earnings announcements. Our findings stand as one piece of evidence suggesting positive externalities from recent Securities and Exchange Commission (SEC) disclosure regulation and add to the scarce evidence on the consequences of changes in Form 4 filing requirements.

Author: John L. Campbell
Publisher:
ISBN:
Category :
Languages : en
Pages :

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Book Description
Regulation Fair Disclosure (Reg FD) Form 8-K filings provide a venue where managers release information to the market as a whole that they designate as being material. Using this setting, we study trading patterns immediately prior to the public disclosure of material information. We offer three main results. First, using both intra-day and daily trading data, we find abnormal trading volume of 21 percent (13 percent) in the hour (day) prior to the public disclosure, respectively. Second, we find that this pre-disclosure abnormal trading volume is concentrated in firms that are smaller, have more growth opportunities, issue fewer voluntary disclosures, and have weaker external monitoring. Finally, we find that this pre-disclosure volume is concentrated in subsamples in which the information relates to a firm's material contracts, a firm holds investor/analyst conferences, and there is insider trading activity in a firm's shares. Our results do not concentrate in a small number of firms or industries, and do not appear to be explained by the form through which managers first release the material information (e.g., Form 8-K, press release, website posting, or social media). Our results are also robust to controlling for the firm's other filings and peer filings that occur around the disclosure. Overall, the trading patterns we document may show that, inconsistent with the spirit of Reg FD, a subset of investors trade on information managers deem material prior to its broad, public release.

Author: Seong Jin Ahn (Accounting professor)
Publisher:
ISBN:
Category : Electronic dissertations
Languages : en
Pages : 160

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Book Description
This dissertation is comprised of three empirical essays relating to audit market, SEC enforcement actions, and voluntary disclosure. The first essay investigates the effects of auditor office location on client and auditor surplus. Using a two-sided matching market model, I find that, while both clients and auditors bear the costs of geographic distance, auditors disproportionately bear costs. Although distance exerts costs on clients, clients incur distance costs to gain auditor expertise. Next, I examine how the stickiness of audit office locations affects equilibrium audit market matches. The immobility of audit office locations results in a market-wide surplus loss of 1.6%, and leaves 8% of clients worse off. In addition, by aggregating individual client-auditor surplus at the MSA and state level, I find that in underserved regions, clients are more likely to choose their second-best auditors, and auditors are more likely to extract rents from clients. Finally, relocating audit offices in overserved regions, such as Detroit and Cincinnati, to underserved regions, such as Austin and Houston, improves market-wide surplus, and therefore, leaves clients and auditors in both regions better off. Overall, this paper contributes to the literature by highlighting how an audit market friction (stickiness in audit office location) affects surplus and auditor matches. The second essay examines whether SEC insider trading charges deter illegal insider trading activity among non-targeted insider employed by firms in the same industry. The second essay is co-authored with Jared Jennings. Using a hand-collected sample of SEC insider trading charges, we find that non-targeted insiders at peer firms execute less profitable non-routine purchases following the disclosure of the SEC insider trading charges. We find that the insider non-routine purchase results are concentrated among non-targeted insiders at peer firms that are geographically closer to the targeted firm. We find no consistent evidence that non-targeted insiders at peer firms execute less profitable non-routine sales after SEC insider trading charges are filed. These results provide evidence on the effectiveness of SEC enforcement actions on deterring questionable insider trading activities. Lastly, the third essay examines the implications of unbundled management forecast news for future earnings and returns. This third essay is co-authored with Zachary Kaplan and Salman Arif. We find that positive (negative) management forecast news predicts higher (lower) unexpected earnings over the upcoming year, but this positive predictive relation flips to negative over the following year. Further, while stock returns initially drift in the same direction as the news in the management forecast, returns begin to reverse beginning six months after the forecast and this reversal continues over the following two years. We conduct several analyses which suggest that return reversals occur because investors over-extrapolate the news from management forecasts. First, we find that positive (negative) management forecast news leads to analyst earnings forecasts that are excessively optimistic (pessimistic). Second, we find that management forecasts which are less persistent (e.g. forecasts by firms with higher earnings volatility and forecasts that convey negative news) are associated with larger return reversals. Third, we find that increasing the frequency or providing forecasts for a number of horizons mitigates the return reversals. Overall, our findings contribute to our understanding of the information conveyed by management forecasts and suggest that market participants overreact to unbundled management forecasts.