The impact of governance characteristics on the stock price of cross listed companies

The study examines the relationship between the country-specific governance characteristics of the origination country and the post-listing returns of cross-listed firms. In addition, the study researches the relative impact of those governance indicators on the abnormal returns of cross-listed stocks following the passage of the Sarbanes-Oxley (SOX) Act. The positive abnormal returns experienced by foreign companies around their listing in the U.S. are shown to be driven by the governance indicators of their home countries, i.e., the worse the governance characteristics of the origination country are, the higher the abnormal return for a cross-listed firm is. The governance indicators that influence abnormal returns to the highest degree are director liability, rule of law, control of corruption, political and economic development, and the integrity of the legal system. The abnormal returns generated by cross-listed foreign firms after the adoption of SOX are higher than those experienced by cross-listed foreign firms in the pre-SOX period. This outcome is pronounced for companies which score the worst on the combined set of country-specific governance characteristics. Thus, the main implication of the study is that foreign companies with a specific set of governance characteristics should consider listing on the U.S. stock markets. To be specific, companies from countries with lower governance standards, as reflected in low scores on director liability and control of corruption, are likely to derive the highest benefits from cross- listing on the NYSE or NASDAQ exchanges.     

Cross listing,disclosure regimes,and trading volume sensitivity to stock returns

In this paper, we propose that investors of cross-listed firms use trading volume to revise their perception of firms’ value. We further propose that firms that cross list from low-disclosure regimes (usually from emerging economies) have higher trading volume sensitivity to returns than those that cross list from high-disclosure regimes (usually from developed economies), as those from low-disclosure regimes have relatively lax and less stringent disclosure requirements. We use a sample of foreign firms that are cross listed in the U.S. as exchange-listed American Depositary Receipts, adopted the international financial reporting standards (formerly international accounting standards), and filed Form 20-F reconciliation with the U.S. Securities and Exchanges Commission during the period of 1994–2005. Using these firms and a matched-sample of U.S. firms based on exchange, industry and firm size, we document results supporting our hypotheses. Our results have implications for policy makers, regulators and academics.     

The effect of NYSE listing on a firm’s media visibility

The most frequently cited reason by corporate managers for switching their firm’s trading location from Nasdaq to the NYSE is to improve visibility. This study examines whether these perceptions about listing are real or illusory and whether firm size affects media visibility. Based on a large sample of firms that listed on the NYSE compared with a matched sample of firms remaining on Nasdaq, the results show that NYSE listing does not lead to gains in media visibility during the period immediately after listing. Over a longer period, small- and medium-sized firms experience significant gains in media visibility compared with large firms. Additional tests show that increased media coverage is attributable much more to the rapid earnings growth before listing than to listing. Therefore, managers erroneously attribute the visibility gains to NYSE listing.     

Financial Disclosure Levels and Foreign Stock Exchange Listing Decisions

Firms are increasingly listing their shares on foreign stock exchanges. However, not all exchanges have had equal appeal. Anecdotal evidence suggests that when firms are making foreign listing decisions, they are influenced by financial disclosure requirements. As a result, regulatory authorities around the globe are weighing increasing demands for foreign capital and investment opportunities against the desire to protect domestic investors from possibly misleading foreign financial disclosures. The competitiveness of domestic stock exchanges often hangs in the balance.
This study examines a key question in this debate: whether firms' choices regarding alternative foreign stock exchange listings are influenced by financial disclosure levels. Examined are the listings of 302 internationally traded firms with at least one foreign listing, on one of nine major exchanges, as of year-end 1987. Also examined are changes in listings between 1981 and 1987, an important design feature since these changes are more likely to have been influenced by differences across countries in financial disclosure levels during this period. Financial disclosure levels are obtained from a survey of 142 experts actively involved in the foreign listing process.
Test results based on the cross-section of listings at year-end 1987 are consistent with the hypothesis that exchange choices are influenced by financial disclosure levels. However, they do not lend support to a second hypothesis suggesting that this effect should operate only for firms whose domestic disclosure levels are lower than those of a given foreign exchange. Tests based on changes in listings between 1981 and 1987 support both hypotheses. Overall, the results lend credence to concerns expressed by regulatory authorities and exchange officials that stringent disclosure levels could reduce access to foreign capital and foreign investment opportunities.     

The effects of listing changes between NASDAQ market segments

This study analyzes the effects of listing changes within NASDAQ market segments during the period of 1998 to 2005. We find that firms phased up from the NASDAQ Small Capital Market (SmallCap) to the NASDAQ National Market (NNM) experienced significant declines in bid-ask spreads, the volatility of returns, and the probability of informed trading, and firms that phased down from NNM to the SmallCap experienced decreases in bid-ask spreads, but insignificant changes in the volatility of returns and the probability of informed trading. We also estimate simultaneous equations models of bid-ask spreads, return volatility, and trading volume for both groups of firms. The results confirm that improved liquidity is associated with the listing changes for the phase-up firms. However, the simultaneous equations model suggests that the decreases in bid-ask spreads for the phase-down firms are caused by the changes in share prices.     

The Role of Institutional and Economic Factors in the Strategic Use of Non-GAAP Disclosures to Beat Earnings Benchmarks

Abstract

We use hand-collected data for a sample of large European firms to investigate the influence of countries’ institutional and economic factors on managers’ non-generally accepted accounting principles (GAAP) disclosures. We find that managers are more likely to use non-GAAP measures to meet or beat earnings benchmarks that GAAP earnings would miss in countries with efficient law and enforcement, strong investor protection, developed financial markets, and good communication and dissemination of information. We also find that managers in countries with developed institutional and economic conditions are more likely to adjust non-GAAP earnings for recurring expenses such as R&D, depreciation, and stock-based compensation expenses. Our findings suggest that in environments in which there is more pressure to achieve earnings benchmarks and less opportunity to manipulate GAAP earnings, managers use more non-GAAP earnings disclosures to meet the benchmarks.     

International Convergence of Accounting Practices: Choosing between IAS and US GAAP

This study examines reporting practices of a sample of foreign listed and domestic‐only listed companies from the United Kingdom, France, Germany, Japan and Australia to determine the extent to which companies voluntarily use “international” standards. Two types of use of non‐national standards in the consolidated accounts presented to the public are considered: adoption of “international” standards instead of national standards, and supplementary use where “international” standards are used in conjunction with national standards. “International” standards are defined as US GAAP or IAS (now IFRS). The study tests for a preference for either set of standards and considers the relationship of choice of regime with firm attributes. The results show significant voluntary use of “international” standards in all five countries and among foreign listed and domestic‐only listed companies. Companies using “international” standards are likely to be larger, have more foreign revenue and to be listed on one or more foreign stock exchanges. US GAAP is the predominant choice, but IAS are used by many firms in Germany and some in Japan. Firms listed in the United States' regulated markets (NYSE and NASDAQ) are more likely to choose US GAAP, but companies traded in the OTC market often select IAS. The study demonstrates for managers and regulators that there is considerable support for “international” standards, and that choice of IAS or US GAAP relates to specific firm characteristics which differ according to a firm's country of origin. Most use of “international” standards reflects individual countries' institutional frameworks, confirming the key role of national regulators and standard setters in assisting companies to achieve more comparable international reporting.     

Board Committees in Corporate Governance: A Cross‐Disciplinary Review and Agenda for the Future

The importance of board committees – specialized subgroups that exist to perform many of the board's most critical functions, such as setting executive compensation, identifying potential board members, and overseeing financial reporting – has grown over time due to increased legal requirements and greater complexity of the environment in which firms operate. This has resulted in a large body of work examining board committees across the accounting, finance, and management disciplines. However, this research has developed rather independently within each discipline, preventing scholars and practitioners from developing a comprehensive understanding of board committees. To address this issue, we conduct a comprehensive review of the literature that: 1) summarizes and synthesizes antecedents and outcomes associated with board committees in publicly‐traded firms in English common law countries; and 2) offers a critical analysis of existing research, providing recommendations for advancements and new directions in board committee research.     

What is the source of different levels of time-series return volatility? the intraday U-shaped pattern or time-series persistence

We use the NYSE industrial index, the NYSE utility index, and the NASDAQ industrial index to examine the relationship between short-run and long-run volatility. We establish that the NASDAQ index has substantially more daily volatility than the NYSE indices. The initial examination shows that the individual U-shaped intraday patterns of the two NYSE indices are roughly similar in both position and shape, while we find that NASDAQ U-shaped pattern is distinctively different in both position and shape. However, after controlling for conditional volatility in a GARCH model, the U-shaped intraday volatility patterns of all three indices are similar.     

Derivatives Usage in Risk Management by US and German Non-Financial Firms: A Comparative Survey

This paper is a comparative study of the responses to the 1995 Wharton School survey of derivative usage among US non-financial firms and a 1997 companion survey on German non-financial firms. It is not a mere comparison of the results of both studies but a comparative study, drawing a comparable subsample of firms from the US study to match the sample of German firms on both size and industry composition. We find that German firms are more likely to use derivatives than US firms, with 78 percent of German firms using derivatives compared to 57 percent of US firms. Aside from this higher overall usage, the general pattern of usage across industry and size groupings is comparable across the two countries. In both countries, foreign currency derivative usage is most common, followed closely by interest rate derivatives, with commodity derivatives a distant third. In contrast to the similarities, firms in the two countries differ notably on issues such as the primary goal of hedging, their choice of instruments, and the influence of their market view when taking derivative positions. These differences appear to be driven by the greater importance of financial accounting statements in Germany than the US and stricter German corporate policies of control over derivative activities within the firm.     

Assessing the usefulness of SEC Form 20-F disclosures using return and volume metrics: The case of U.K. firms

This study examines the price and volume effects of the release, in the United States, of accounting numbers by U.K. firms. These U.K. firms report accounting numbers to the U.S. Securities and Exchange Commission (SEC) using Form 20-F. The results suggest the existence of unexpected returns but no corresponding U.S. market trading response. This finding is consistent with the notion that investors lack easy access to the disclosure. The lack of a volume response suggests that only a small group of investors find Form 20-F informative.     

Does the information content of payout initiations and omissions influence firm risks?

We study the influence on firm risks of NASDAQ and NYSE firm payout initiations and omissions. These payout events can be interpreted as managerial signals of firm financial life-cycle maturation resulting in concomitant changes in firm risks. We remove confounding payout types and we match on the propensity to initiate or omit informed by determinants of payout known to investors in advance. For payout event and matched firms, we apply the difference-in-differences method to estimate the effect of the information content of actual initiations and omissions on firm risks. We find consistent significant declines in total, aggregate systematic, and idiosyncratic firm risks after cash dividend initiations and increases after dividend omissions, but only incidentally after share repurchase initiations and omissions.     

Ownership Structure and Accounting Information Content: Evidence from France

This paper investigates how family and bank ownership affect the accounting information content of French firms. In Continental Europe, the existence of block‐holders triggers specific corporate governance issues, including the transparency of financial reporting. Our test results for the clean surplus model show that book value carries a significantly greater weight for family‐controlled firms. This finding is attributed to their lack of incentive to report timely and relevant earnings to outside (minority) investors. In contrast, bank owners are under more market pressure to achieve earnings persistence through the use of accounting accruals. Bank ownership is also associated with higher levels of debt. These results are consistent with findings that in code law countries, insiders dominate as a source of finance, and financial reporting is aimed at creditor protection.     

Visibility effects and timing in stock listing changes: Evidence from operating performance

We extend the timing motive hypothesis to account for the influence of improved visibility as a result of a stock listing change. The results are, in general, consistent with this proposition, especially for Nasdaq and AMEX firms that switch to the NYSE. The empirical findings support the positive relationship of the visibility effect with post-listing operating returns. The evidence is mixed for the timing motive. The evidence is also mixed for both timing and visibility in the case of Nasdaq firms that move to the AMEX. An important finding is that post-listing operating performance has improved after the 1996 Nasdaq market reforms that reduced the NYSE advantage of lower liquidity costs and, thus, made opportunistic timing less important in listing change decisions. In addition, some evidence points to an association between differences in expected visibility improvement due to variation in listing standards and the pattern of post-listing operating performance.     

Global Market Segmentation and Patterns in Stock Market Reaction to US Earnings Announcements: Further Evidence

The purpose of this study is to investigate why the information content of US earnings announcements of non‐US firms cross‐listing in the US varies with the degree of capital market segmentation in the cross‐listing firms' countries of domicile. My evidence shows that indirect barriers to investing (i.e., accounting rules and liquidity differences) rather than direct investment barriers (i.e., investment restrictions) mainly account for this difference. After controlling for the level of accounting disclosure in a firm's country of domicile, I do not observe a systematic difference in the size of market's reaction to earnings announcements depending on the degree of market segmentation in the firm's country of domicile. This study contributes to the literature by providing evidence that accounting disclosure plays an important role in the integration of global capital markets.     

Financial analyst coverage for U.S. firms facing foreign competition: Evidence from trade liberalization

This study examines financial analyst coverage for U.S. firms following an increase in foreign product market competition. To capture exogenous shocks to domestic firms' competitive environments, we exploit a quasi‐natural experiment from large import tariff reductions over the 1984 to 2005 period in the manufacturing sector. Using data for the years before and after large tariff reductions, our difference‐in‐differences analysis shows evidence of a significant decrease in analyst coverage for incumbent U.S. firms when they face greater entry threat from foreign competitors. We also find that analysts with less firm‐specific experience and less accurate prior‐period forecasts are more likely to stop following the domestic firm when foreign competition intensifies. Overall, the findings suggest that foreign product market competition from global trade liberalization is an important determinant of financial analysts' coverage decisions.     

Information and trade sizes: The case of short sales

In this study, we examine short selling of NASDAQ stocks and observe that more information about future returns is contained in small short sales than in medium-sized and large short sales, thus supporting the idea that NASDAQ short sellers stealth trade. These results are robust to different subsamples of stocks with and without tradable options and stocks that are more likely to face binding borrowing constraints. Further, these findings are contrary to the results in Boehmer, Jones, and Zhang (2008) who find that large NYSE short sales contain the most information. Combined, our study supports the idea that NASDAQ's bid test is less restricting than the NYSE's uptick rule and therefore attenuates the likelihood of stealth trading (Diether, Lee, & Werner, 2009a).     

Determinants and Consequences of a Voluntary Turn Away from IFRS to Local GAAP: Evidence from Switzerland

Abstract

We examine determinants and consequences of a turn away from International Financial Reporting Standards (IFRS) to local generally accepted accounting principles (GAAP), thereby exploiting a unique feature of the Swiss setting in which listed firms are allowed to switch from IFRS to Swiss GAAP, all else being equal. We posit that net benefits of IFRS are less for small firms with higher insider ownership. In addition, we predict that the net benefits of IFRS are not constant over time because of changes in IFRS and/or changes in firm-specific circumstances. To the extent that the switching firms’ costs of IFRS reporting outweigh its benefits, we do not predict adverse capital-market effects after a switch. Consistent with predictions, we find that (a) small firms with higher insider ownership and fewer foreign investor holdings are more likely to switch, (b) increasing reporting costs as well as changes in firm-specific circumstances affect switching propensity, (c) switching firms substantially reduce their disclosures after they switch, and (d) switching firms neither experience a decrease in liquidity nor negative announcement returns. Overall, our findings are important for standard setters and securities regulators in shaping (future) reporting requirements for listed firms.     

Canadian Manager Perceptions of the US Exchange Listings: Recent Evidence

This study reports recent evidence of Canadian manager perceptions of the benefits and costs of listing in US markets, their attitudes toward listing in the US market, and their opinions regarding the importance of using alternative reporting and disclosure requirements, such as Canadian GAAP or international standards, in lieu of US GAAP for US listings. Manager perceptions of firms listing in the US ("listers") are compared to those of firms that have not listed in the US ("nonlisters") as well as to listers' perceptions collected prior to the implementation of the Multijurisdictional Disclosure System (MJDS). Our results do not unambiguously support expectations that implementation of the MJDS would result in cost savings for Canadian listers. We find strong similarities in the perceived benefits of listing as previously reported, but in a significantly higher proportion of our post–MJDS sample. Responses from listers and nonlisters reflect differences between the two populations. Listers appeared concerned with US GAAP reconciliations and disclosure requirements while non–listers are more concerned with the overall difficulty of listing, the costs of listing, and US litigation. Most strongly, however, nonlisters perceive it as unnecessary to list in the US market. Contrary to expectations, we find that US accounting disclosure and reporting requirements are not perceived to be barriers to US market entry for Canadian firms, but instead appear to be post–entry irritants. Finally, we also find evidence that perceptions of nonlisters differ between those firms that list on the Vancouver Stock Exchange and those that list on the Toronto Stock exchange. This suggests that future studies may require finer partitions than on a national basis.     

Voluntary adoption of non-local GAAP in the European Union: A study of determinants and consequences

Abstract

This study examines the determinants and consequences of voluntary adoption of non-local accounting principles (non-local GAAP) by firms listed and domiciled in the European Union (EU). We restrict ourselves to the two predominant internationally accepted sets of accounting standards: International Accounting Standards (IAS) and United States generally accepted accounting principles (US GAAP). We have used various sources to identify EU firms that use non-local GAAP. We examine the 1999 annual reports of all these firms, because accounting standard choices in more recent years may be affected by the announcement of the proposal by the European Commission in February 2001 to mandate IAS usage from 2005 on. The maintained hypothesis is that firms that voluntarily adopt IAS or US GAAP expect to experience net benefits from adoption. The finding that 133 non-financial firms in the EU voluntarily used non-local GAAP in 1999 suggests that the majority of listed EU firms does not expect to benefit from non-local GAAP adoption. By studying the characteristics of non-local GAAP adopters this study provides insight into the determinants of non-local GAAP adoption. We find that firms voluntarily using non-local GAAP are more likely to be listed on a US exchange, the EASDAQ exchange in Brussels, and have more geographically dispersed operations. Furthermore, they are more likely to be domiciled in a country with lower quality financial reporting and where IAS is explicitly allowed as an alternative to local GAAP. We also study whether non-local GAAP adopters have lower levels of information asymmetry, a much cited benefit of using more transparent financial reporting, than non-adopters. We examine three proxies for information asymmetry: analyst following, cost of equity capital, and uncertainty among analysts and investors (forecast dispersion and stock return volatility). We document a positive effect of non-local GAAP adoption on analyst following, but fail to find evidence of a lower cost of capital for non-local GAAP adopters. Contrary to expectations, uncertainty among analysts and investors appears to be higher for firms using IAS or US GAAP than for firms using local GAAP. However, by comparing ‘early’ and ‘late’ adopters, we find some evidence that suggests that benefits take some time to fully materialise.