The Information Content of 10-K Narratives: Comparing MD&A and Footnotes Disclosures

This paper examines the characteristics and variations within firms’ 10-K filings over a 20 year time period. We find that investors’ reaction to textual characteristics of the MD&A in 10-Ks is much stronger and more timely than their reaction to textual characteristics of the notes to the financial statements. Characteristics of the MD&A and footnotes are also predictive of future returns, volatility, and firm profitability. Our evidence suggests that investor pay limited attention to the footnotes compared to the MD&A and that firms exploit biases in investors’ information processing through their disclosure choices within 10-K filings

Bidder Earnings Forecasts in Mergers and Acquisitions

We provide evidence on the benefits and costs of pro-forma earnings forecasts by bidding firms during acquisitions. We find that these forecasts are associated with a higher likelihood of deal completion, expedited deal closing, and with a lower acquisition premium − but only in stock-financed acquisitions. Our results are most consistent with forecast disclosure positively affecting the value perceptions of target shareholders persuading them to agree to acquisitions with stock. Our findings reveal that the effects of these public disclosures are stronger when private communication with target shareholders is more constrained. However, benefits of forecast disclosure only accrue to bidders that have built a credible forecasting reputation prior to the acquisition. Explaining why not all bidders forecast, we provide evidence on high forecasting costs, namely higher likelihood of post-merger litigation and CEO turnover, particularly for bidders with a weak forecasting reputation and for those that underperform post-merger

Are All Insider Sales Created Equal? Evidence from Form 4 Footnote Disclosures

This paper is the first to examine the information contained in executives’ voluntary supplementary disclosures in footnotes on SEC Form 4 filings that accompany stock sales. Analysing these supplementary disclosures we are able to distinguish between discretionary sales, for which insiders have discretion over the amount and timing of the sale, and nondiscretionary sales. We find that discretionary sales involve significantly larger trades and produce significantly lower abnormal announcement returns than nondiscretionary sales, particularly when internal controls are perceived to be weak. Our findings suggests that discretionary sales reveal negative information to investors who do not seem to fully impound the information into stock prices in a timely manner as these sales are predictive of negative future stock returns. Investigating the type of bad news that these insider sales predict, we find a positive association with the likelihood of future analyst downgrades, negative earnings surprises and future litigation

The Contribution of Bank Regulation and Fair Value Accounting to Procyclical Leverage

Our analytical description of how banks’ responses to asset price changes can result in procyclical leverage reveals that for banks with a binding regulatory leverage constraint, absent differences in regulatory risk weights across assets, leverage is not procyclical. For banks without a binding constraint, fair value and bank regulation both can contribute to procyclical leverage. Empirical findings based on a large sample of US commercial banks reveal that bank regulation explains procyclical leverage for banks relatively close to the regulatory leverage constraint and contributes to procyclical leverage for those that are not. Fair value accounting does not contribute to procyclical leverage

Do U.S. Analysts Improve the Local Information Environment of Cross-Listed Stocks? Evidence from Recommendation Revisions

We investigate the role of U.S. analysts in facilitating home market information transmission for firms from 40 countries cross-listed in the U.S.. Recommendation revisions by U.S. analysts lead to significantly higher (lower) abnormal returns (volumes) in the home market compared to those by local analysts. This U.S.-location premium to information production cannot be explained by a bonding or certification role of U.S. analysts or differences in broker or analyst characteristics. Our results suggest that U.S. analysts facilitate U.S. investors’ access to foreign firms’ home markets and improve the information environment particularly in countries where the local analyst advantage is smaller

Erratum to: The contribution of bank regulation and fair value accounting to procyclical leverage

Abstract Our analysis of how banks’ responses to asset price changes can result in procyclical leverage reveals that, for banks with a binding regulatory leverage constraint, absent differences in regulatory risk weights across assets, procyclical leverage does not occur. For banks without a binding constraint, fair value and bank regulation both can contribute to procyclical leverage. Empirical findings based on a large sample of U.S. commercial banks reveal that bank regulation explains procyclical leverage for banks relatively close to the regulatory leverage constraint and contributes to procyclical leverage for those that are not. We also show that fair value accounting does not contribute to procyclical leverage

The Return of the Size Anomaly: Evidence from the German Stock Market

This paper examines the size-effect in the German stock market and intends to address several unanswered issues on this widely known anomaly. Unlike recent evidence of a reversal of the size anomaly we document a conditional relation between size and returns. We also detect strong momentum across size portfolios. Our results indicate that the marginal effect of firm size on stock returns is conditional on the firm’s past performance. We use an instrumental variable estimation to address Berk’s critique of a simultaneity bias in prior studies on the small firm effect and to investigate the economic rationale behind firm size as an explanatory variable for the variation in stock returns. The analysis in this paper indicates that firm size captures firm characteristic components in stock returns and that this regularity cannot be explained by differences in systematic risk

Social Responsibility in Capital Markets: A Review and Framework of Theory and Empirical Evidence

This study consolidates the existing body of knowledge on the theory and empirical evidence of shareholder value effects of social responsibility and the returns to socially responsible investing. In doing so, it draws from the literature in accounting, economics, finance, law and management with evidence from related disciplines. Based on the findings of the prior literature the study proposes a framework that distinguishes between the corporate view (CSR) and the investor view (SRI). In CSR it discriminates between three hypotheses of shareholder value effects of corporate social responsibility: Agency costs, delegated philanthropy and ‘doing well by doing good’. Within the latter it identifies four impact areas and several channels of influence to aid future researchers to answer more targeted research questions on the relationship between CSR and shareholder value. In SRI the study reviews the evidence how social responsibility affects investment returns and how CSR is incorporated into asset prices distinguishing between firm-level and fund-level effects. The study identifies differences by investment strategies and investor characteristics. Based on the proposed framework the study concludes with suggestions for future research

Measuring Fair Value when Markets Malfunction: Evidence from the Financial Crisis.

Part of the impetus for fair value accounting – at least in banking – came from the experience of the US Savings and Loan Crisis (S&LC) in the 1980s through the early 1990s. Although the liabilities of the Savings and Loans institutions in aggregate exceeded their assets by as much as $100 billion on a fair value basis – leaving most institutions insolvent – their historic cost balance sheets disguised this deficit. In addition, rising interest rates caused average funding rates of the S&Ls to surpass the average return on their loan books, while under historic cost accounting the mounting losses were only recognized gradually in income (Enria et al. 2004). The historic cost accounting regime was blamed for concealing inefficiencies in the Savings and Loans institutions, and for contributing to the length and severity of the crisis, with detriment to stakeholders and taxpayers (Kane 1987, 1989; Michael 2004). Similarly, in the banking crisis in Japan in the mid-to-late 1990s, delayed loan loss provisioning and write-offs under the then prevailing historical cost regime was suggested to have contributed to the prolonged crisis, which – as was argued – would have resolved earlier under fair value accounting