上市公司欺诈案件中的损失认定——兼评《关于审理证券市场因虚假陈述引发的民事赔偿案件的若干规定》

证券市场上的虚假陈述会影响公司的股票价格。虚假陈述被披露后,公司市值较欺诈行为发生期间有所降低,两者的差额即为损失。一旦公司进入破产程序且股票破灭时,使用公司市值差额法计算损失,在形式上不会发生问题,当公司股票仍保留一定的价值时,使用该方法计量损失则会发生很多的问题,这是因为市场并非是理论上的有效市场,而且欺诈性信息之外的因素也在影响着股票的价格。《关于审理证券市场因虚假陈述引发的民事赔偿案件的若干规定》(简称《规定》)第七部分对损失认定的规定过于简单。本文认为,在司法实践中不应忽视其他因素对股票价格影响。     

Takeover threats,antitakeover amendments and stock price reaction

We examine the influence of takeover threats on the stock price of firms proposing antitakeover amendments. Stock prices of the majority of firms, which are not takeover targets during the four years surrounding the amendments, are unaffected, while prices of firms that become takeover targets within two years increase significantly. We document weak evidence of wealth losses only for a sample of prior targets. Our findings suggest that shareholders of the average firm are not harmed by antitakeover amendments because they provide either a better bargaining position or an information signal to the market.     

Corporate investment,dividend decisions,differential taxation and the no-arbitrage condition

Masulis and Trueman (1988) investigated corporate investment and dividend decisions under differential personal taxation. They assumed investors in different tax brackets, a state-preference complete market (which includes pure securities for each state) with a ban on short-selling. They concluded that shareholders prefer non-zero dividend payment. In their model, the restrictions on short-sales were needed to bound tax arbitrage profits, among investors in different tax brackets, so that equilibrium could be reached. However, the joint assumptions of complete markets, and restrictions on short-selling, are inconsistent. By utilizing more recent results, from the tax arbitrage literature, we allow short-selling, and examine the role and implications of the no-arbitrage condition. We show that, with investors in different tax brackets, equilibrium is feasible. We conclude that a revised Masulis and Trueman type model does not explain a non-zero optimal dividend policy.     

Transition, the Evolution of Stock Market Efficiency and Entry into EU: The Case of Romania

In this paper we demonstrate that the measurement of stock market efficiency is an important activity in establishing whether eastern European countries satisfy the Copenhagen Criteria for EU membership. Specifically, we argue that developing an efficient stock market should be an important policy focus for countries with aspirations to join the EU as it helps to demonstrate the existence of a functioning market economy. We illustrate this issue by examining the evolution of stock market efficiency in the Bucharest Stock Exchange from mid-1997 to September 2002. We use a GARCH model on daily price data and model the disturbances using the Student-t distribution to allow for ‘fat-tails’. We find strong evidence of inefficiency in the Bucharest Stock Exchange in that the lagged stock price index is a significant predictor of the current price index. This result is robust to the inclusion of variables controlling for calendar effects of the sort that have been observed in more developed stock markets. The level of inefficiency appears to diminish over time and we find evidence consistent with stock market efficiency in Romania after January 2000.     

Modelling market fundamentals: A model of the aluminium market

The standard approach to modelling primary commodity markets under rational expectations is to relate the commodity price to the production and consumption ‘surprises’ (i.e. the innovations on the equations). Using the world aluminium market, we show how this approach can be modified so that both the price and stock can be written in terms of one or more market ‘fundamentals’ which reflect the supply—demand balance on the market. This approach allows joint estimation of production, consumption, stock demand and price equations subject to cross-equation restrictions. It may be seen as a formalization of the approach adopted by metals industry analysts.     

Asset sales and takeover threats

This research addresses the question of whether the existence of a recent takeover threat affects the market reaction to a subsequent sale of assets. The effect of a prior takeover threat on the stock price reaction to an asset sale is examined from the perspective of both the buying firm and the selling firm. The total gains to the transaction are estimated as a market weighted average of the abnormal returns to the two firms. The results show that when there has not been a recent takeover threat on the selling firm, abnormal returns are significantly positive for the seller, the buyer and in total. However, if the selling firm has faced a takeover threat within the previous year, the abnormal returns upon announcement of an asset sale are insignificant for the seller, negative for the buyer, and negative for a portfolio of the two. Hence, the market has a lower estimate of the overall gains in transactions that follow takeover threats on the selling firm; in fact, these transactions result in a net wealth reduction.     

Disclosure quality,price efficiency,and expected returns

Using a composite disclosure quality measure, we examine the effect of disclosure quality on price delay and the effect of price delay determined by disclosure quality on expected returns in the Taiwan stock market. We find that higher disclosure quality can reduce stock price delay through more investor attention and higher stock liquidity after we control for accounting quality variables and consider the endogeneity issue. Furthermore, we show that disclosure quality reduces expected stock returns through the price efficiency channel associated with both investor attention and stock liquidity. Our results indicate that increasing a firm’s standardized information rating by one standard deviation can reduce its expected stock return by 0.63% annually. Taken together, our evidence suggests that regulatory activities enforced to improve public firms’ disclosure quality in the Taiwan stock market can make the stock market more efficient and therefore lower investors’ required return for stocks.     

The effect of ESOP adoptions on corporate performance: are there really performance changes?

Employee Stock Ownership Programs (ESOPs) have long been promoted as a motivational tool: employees become profit‐minded owners. Latterly, however, more ESOPs are being used as part of a takeover defense: here the ESOPs main purpose is to put more company stock in friendly hands—the employees—who, like existing management, could suffer layoffs, etc. in a hostile takeover. We find that, as a group, only the takeover‐related ESOPs are associated with increased leverage (itself a takeover defense). Non‐target firms show no long‐term increase in debt‐to‐assets. We find little evidence to support the motivation hypothesis: while actual labor costs are lower for ESOP firms, after industry‐adjusting they tend to be unaffected or higher. We find that a few measures of firm financial performance [return‐on‐equity (ROE), return‐on‐assets (ROA), net profit margin (NPM)] do improve significantly, but this appears to be largely a short‐term effect. Industry‐adjusted holding period returns appear to be unaffected by the ESOP; however, ESOP firms that leverage show evidence of long‐term market underperformance. We conclude that ESOPs provide, at best, only a short‐term boost to corporate performance. Copyright © 2000 John Wiley & Sons, Ltd.     

Leadership change and shareholder value: How markets react to the appointments of women

This study examines whether the appointment of women into senior leadership positions has a more positive effect on share price than the appointment of men into equivalent positions. Our dependent variable is the degree of change in share price following the announcement of men and women into senior leadership positions. Although market reactions to corporate events represent a complex process, we argue that changes in stock price represent a barometer for how investors assess the decision's potential effect on a corporation's short‐ and long‐term economic viability. We find a significant spike in stock price following the announcement of women into top leadership positions. The size and direction of change in stock price, however, is moderated by the gender composition of the industry. © 2011 Wiley Periodicals, Inc.     

The Effect of CEO Stock-Based Compensation on the Pricing of Future Earnings

This paper examines whether CEO stock-based compensation has an effect on the market’s ability to predict future earnings. When stock-based compensation motivates managers to share their private information with shareholders, it will expedite the pricing of future earnings in current stock prices. In contrast, when equity-compensated managers attempt to temporarily manipulate the stock price to maximize their own benefit rather than that of shareholders, the market may not fully anticipate future performance. We find that a CEO’s stock-based compensation strengthens the association between current returns and future earnings, indicating that more information about future earnings is reflected in current stock prices. In addition, we find that the positive effect is weaker for firms that have a high level of signed discretionary accruals or a low management forecast frequency. Overall, our study suggests that on average, equity-based compensation improves the informativeness of stock prices about future earnings, while opportunistic discretionary accruals or lowered earnings guidance hamper this improvement.     

猎杀,在本土

转融通开闸,让人在中国也嗅到了猎杀者的味道。"做空"与"防空"的力量都在集结9月25日,里昂证券将14.7元/股的比亚迪(1211.HK)的目标价调低到0.41元/股。次日,如空方所愿比亚迪开盘急泄,受此拖累该股的A股出现大跌。"做空?猎食者进入亚洲,空袭中国!"进入8月以来,类似的说法充斥着中国内地A股市场。     

Do size and unobservable company factors explain stock price reversals?

We use daily price data from the Egyptian stock market and a Loser portfolio of 20 IPOs from the late 1990s that experienced dramatic 1-day price falls in the period 2004 to 2007 to estimate a 2-way fixed effects model of CARs. Observable covariates are company size and turnover growth and unobservables company and period fixed effects. Our results provide evidence of significant price reversal over the first 40 post-event days. Firm size is negatively correlated with post-event CARs, consistently with the argument that small firms have a stronger tendency to price-reverse due to greater informational opacity. But permanent, unobservable company-specific factors, account for a much larger percentage of post-event variation in stock prices and indicate an underlying heterogeneity in investor responses to initial price falls not uncovered before in the literature. Strong negative company effects following a price fall are found to presage reinforcing ‘long term’ price falls and strong positive company effects to presage countervailing ‘long term’ price reversals. At the extremes these company effects are sufficiently large to suggest that a trading strategy based on them would be profitable.     

The Information Content of Earnings Components: Evidence from the Chinese Stock Market

China's listed firms report substantial non-operating revenues and expenses. We argue that these non-core earnings should have different properties and different valuation implications than operating or core earnings. Furthermore, the different types of firm ownership may have differential impacts on the information content of earnings components. Based on data from 1996 to 2008, we find that core earnings are more persistent than non-core earnings. Because of this, core earnings have a greater association with contemporaneous stock returns. However, the stock market does not fully incorporate all the information in earnings; we find that core earnings are undervalued and non-core earnings are overvalued. This effect is much reduced for privately controlled listed firms. We develop an investment trading strategy to exploit these market inefficiencies.     

Institutional investors, antitakeover defenses and success of hostile takeover bids

In this study we investigate the question of whether institutional investors enhance or reduce efficiency in the market for corporate control. In particular, given unequivocal evidence that target stockholders gain in successful takeover bids, we investigate the impact of institutional ownership in target firms on the adoption of the type of antitakeover defense as well as the outcome of takeover bids. We find that target firms are more likely to adopt value-reducing antitakeover defenses and successfully thwart takeover bids when a higher percentage of target common stock is owned by ‘pressure-indeterminate’ investors (investment counsel firms in particular). On the other hand, the probability of a successful takeover rises with the ownership of both ‘pressure-sensitive’ and ‘pressure-resistant’ investors. The above findings support the view that institutional investors do not play a homogeneous role in the market for corporate control.     

Economic Viewpoint The Company Sector and the Economic Recovery

Prospects for the economy in the coming years depend largely on whether the private sector will expand activity and increase its employment. The immediate concern is to reverse the falls of output and employment since 1979; the longer-term concern is to generate sustained growth. In the short term. the recovery of output will depend signficantly on whether companies are prepared to rebuild stock levels. In the longer term, a sustained increase in output and employment will require an expansion of the capital stock. In each case what is needed is an increase in company expenditure. Recent experience suggests that such an increase will require a rise in the company sector's income. In this Economic Viewpoint we consider how an increase in the company sector's income and expenditure could be achieved and argue that a cut in the National Insurance Surcharge is a particularly efficient method .     

Biting the hand that fed it: Did the stock market boom of the late 1990s impede investment in manufacturing?

The stock market increase in the 1990s may have diverted funds from fixed investments in manufacturing to other investiments, such as share repurchases, and to firms with faster stock price gains. We find that overall investment remained lower than it could have been without the stock price appreciation. We also find that manufacturing investment was impeded by the developments in the stock market. Based on our results, the policy focus should be on offering incentives for corporate decision makers to prioritize productive investments over other uses of funds instead of means to entice lenders to increase lending to manufacturing firms.     

重大突发公共卫生事件背景下企业捐赠对股价的影响——基于企业异质性的分组检验

以2020年沪深A股上市公司为样本,探讨在重大突发公共卫生事件暴发后企业捐赠对股票价格的影响,并分别从公司自身性质（产权性质、行业性质）、内部特征（内部控制质量、信息披露质量）、外部环境（产品市场竞争、所在地区疫情严重程度）三个维度研究捐赠发挥的作用效果是否会因企业异质性而存在显著差异。实证结果显示,在重大突发公共卫生事件背景下,企业捐赠对股票价格有显著正向影响。进一步研究发现,此关系会受到企业异质性的影响。具体而言,国有企业、受疫情负面影响严重行业的企业、内部控制质量低的企业、信息披露质量低的企业、疫情严重地区所在企业、产品市场竞争度高的企业,捐赠对股价的提升作用不显著。     

钢铁业上市公司财务指标与股票价格定位实证研究

随着中国股市的不断完善,上市公司质量成为影响股价的核心。为此,文章建立基于股票内在价值的多因素评价模型MFPM(MutipleFactorsPricingModel),探讨财务指标于股价的关系。文章发现每股净资产与股价的相关性最强,其次是盈利能力指标。而投资收益和股价仅有微弱的正相关关系,说明投资者对非主营业务收益对待趋于理性。经营活动的现金流与股价的负相关可能是由于盈余管理造成。     

股份回购中每股收益信息披露失真之浅议

当上市公司签订的股份回购合同中所规定的股票回购价格高于当期普通股平均市场价格时,应当计算稀释每股收益。但由此所造成的每股收益信息披露失真,会使信息使用者无法正确评价上市公司的经营业绩。因此,为避免每股收益信息披露失真所带来的信息误导,上市公司应当在充分考虑管理层的筹资意图的前提下,对从基本每股收益分子、分母到稀释每股收益分子、分母的调整过程加以改进,从而更好地满足信息使用者的需要。     

Adverse effects of leverage and short-selling constraints in a financial market model with heterogeneous agents

This paper investigates the impact of leverage and short-selling constraints on financial market stability. Investors׳ demand is modelled in a well-known asset pricing model with heterogeneous beliefs. In particular, I generalise the heterogeneous agents model of Brock and Hommes (1998) and Anufriev and Tuinstra (2013) to allow for leverage constraints as well as a short-selling tax. I consider two examples of adaptive belief systems describing the coevolution of prices and investors׳ beliefs. First, if the market is inhabited by fundamentalist and chartist traders, demand constraints have potential adverse effects and may restrict the stabilising fundamentalist strategy such that mispricing and price volatility increase. Second, if the market is inhabited by fundamentalists, optimists and pessimists with fixed beliefs, demand constraints drive down price volatility, but mispricing remains. The results suggest the stabilising effects of demand constraints in financial markets are limited. Only if asset prices are too high compared to fundamentals, policy makers should consider constraining leverage ratios in order to deflate financial bubbles.