The market-adjusted investment performance of ADR IPOs and SEOs

Initial public and seasoned equity offerings of American depositary receipts (ADRs) yield significantly positive market-adjusted returns both in early trading and over the longer run. This is in sharp contrast with the long-term performance of initial public offerings and seasoned equity offerings of common stocks in general. In addition, ADRs from emerging markets outperform those originating from developed countries, and those listed on the New York Stock Exchange generate higher after-market returns than those trading on the American Stock Exchange or the National Association of Security Dealers Automated Quotation System.     

Accounting information and the valuation of Seasoned Equity Offerings (SEOs)

This study investigates the association between publicly available information disclosed in the SEO prospectus and offer prices of SEOs, as well as the association between this type of publicly available information and stock returns subsequent to an SEO after controlling for self-selection bias. The empirical evidence shows that disclosure of the planned uses of the SEO proceeds reveals value-relevant information which has been incorporated by the underwriters in setting the offer prices. Control for self-selection bias appears necessary to obtain unbiased estimates in the regression model explaining the determinants of offer price in SEOs.     

股权分散、管理层持股与上市公司IPO价值

使用1992年1月～2006年12月发行上市公司的数据,采用WLS方法,依据股权集中和股权分散两个不同的样本,得出了上市公司利用管理层持股传递公司价值信号的有效性依据其不同股权结构而不同的结论：在股权集中的公司中,管理层持股对IPO价值没有显著性影响;在股权分散的公司中,管理层的控制地位使得市场更愿意相信管理层在公司的股本能够传递公司的真实信号,管理层持股对IPO价值有显著性影响。     

Sales of Secondary Shares in SEOs: A Comparison across Top Managers,Other Insiders,and Outsiders

This paper investigates the information content of registered insider sales in the Seasoned Equity Offering (SEO) process from 1997 to 2009. We find that initial market reactions and long‐run post‐issue stock performance are negatively related to C‐level executive insider sales, but unrelated to participation by nonexecutive insiders. We also find significantly lower post‐issue abnormal earnings surprises for SEOs with C‐level executive sales. Overall, the findings are consistent with the predictions of asymmetric information and agency theories.     

Corporate Restructurings: A Comparison of Equity Carve-outs and Spin-offs

In this paper we examine divisive corporate restructurings in which a firm takes a subsidiary public. Using a sample of 64 spin-off and 76 carve-out firms during 1991–1997, we find firms carve-out subsidiaries with higher market demand. These subsidiaries are more frequently in related industries than spin-offs. The carve-out firms are also more likely to be cash constrained and have lower marginal tax rates, but are not likely to be considering financial reporting synergies when structuring the divestiture. These results provide evidence that factors impacting the divestiture choice related to Master Limited partnerships, as studied previously, differ when divesting a corporate subsidiary.     

Underpricing, Subsequent Equity Offerings, and the Long-Run Performance of Japanese IPOs

Using data on IPOs that are issued in Japan during January 1975–March 1989, we examine the deliberate underpricing and overreaction hypotheses to explain high initial returns at offering dates. Specifically, we analyze the cross-sectional pattern of the short- and long-run performance of IPOs. The obtained results indicate that the deliberate underpricing theories which we examine are unable to explain the high initial returns on the Japanese IPOs. Furthermore, for the average of the IPOs, the empirical results are not consistent with the overreaction hypothesis. However, there is evidence consistent with the hypothesis that for a certain minority group of IPOs, the high initial returns occur due to overreactions by investors. We interpret the overall results as indicating that the high initial returns on the Japanese IPOs can be attributed to a mixture of both underpricing and investor overreaction. We conjecture that the binding regulations in Japan led to underpricing. This revised version was published online in August 2006 with corrections to the Cover Date.     

Credit Ratings and Earnings Management around IPOs

This study examines the impact of having a credit rating on earnings management (EM) through accruals and real activities manipulation by initial public offering (IPO) firms. We find that firms going public with a credit rating are less likely to engage in income‐enhancing accrual‐based and real EM in the offering year. The monitoring by a credit rating agency (CRA) and the reduced information asymmetry due to the provision of a credit rating disincentivise rated issuers from managing earnings. We also suggest that the participation of a reputable auditing firm is crucial for CRAs to effectively restrain EM. Moreover, we document that for unrated issuers, at‐issue income‐increasing EM is not linked to future earnings and is negatively related to post‐issue long‐run stock performance. However, for rated issuers, at‐issue income‐increasing EM is positively associated with subsequent accounting performance and is unrelated to long‐run stock performance following the offering. The evidence indicates that managers in unrated firms generally manipulate earnings to mislead investors, while managers in rated firms tend to exercise their accounting and operating discretion for informative purposes.     

投资银行-审计师业务关联与IPO盈余管理

近年来国内外审计研究倍加重视在审计师个人层面展开研究,而这在我国关系型社会的背景下尤显重要.审计师与金融中介机构存在诸多利益联结,但已有研究鲜有涉及这一经济利益关系如何影响注册会计师行为.我们研究IPO过程中投资银行与审计师由重复合作形成的业务关联并发现,投资银行-审计师在签字注册会计师个人层面的业务关联提高了IPO正向盈余管理水平,而投资银行-审计师在会计师事务所层面的关联则不会提高甚至降低了IPO正向盈余管理水平;上述结果在投资银行风险控制评级较低、审计师规模较小、审计任期较短以及客户业务较为复杂时更为明显.同时,投资银行与会计师的业务关联既能够提高投资银行的收费,也能够提高审计收费,表明为了获得更多的收费可能是注册会计师与投资银行进行合谋而配合IPO盈余管理的重要原因.     

Comparison of Seasonal Anomalies across Major Equity Markets: A Note

This paper reexamines the existence of seasonal anomalies in daily stock prices by integrating seasonal patterns into a single comprehensive model that captures the joint effects of seasonal variations for each of the three major markets. This model incorporates serial correlation and corrects for non-normality by using robust regression techniques. Serial correlation is found to be important, as is the day of the week and the January variable. Furthermore, the Tuesday after a Monday holiday is significant for two markets using the robust technique (but not ordinary least squares). Finally, the day-preceding-a-holiday effect is strongly significant.     

The rise of UK Seasoned Equity Offerings (SEOs) fees during the financial crisis: The role of institutional shareholders and underwriters

This paper investigates the increase in underwriting fees for UK SEOs since the beginning of the financial crisis in mid-2007. We develop and test a number of hypotheses related to the role of institutional shareholders and underwriters involved in the issuing process. We find that the rise in fees is related to the strengthening of the relative negotiating position of a specific underwriter in comparison to a specific issuer and to the growing influence of institutional shareholders with short-term investment horizons. Our evidence suggests that there may be reasonable grounds for considering potential conflicts of interest due to the dual role of institutional shareholders as investors and sub-underwriters. On the other hand, the ownership size of large shareholders and the reputation of underwriters have a moderating effect on fees, while the nationality of the institutional shareholders, the concentration of the investment bank industry and the experience of corporate issuers are not related to underwriting fees.     

Dual class IPOs: A theoretical analysis

We consider an incumbent who wishes to sell equity to outsiders at an IPO to implement his firm’s project. He may be talented (lower cost of effort, comparative advantage in project-implementation) or untalented. The project may have high (intrinsically more valuable, but showing less signs of success in the near-term) or low near-term uncertainty. Under a single class share structure, the incumbent has a greater chance of losing control to potential rivals if he undertakes the project with high near-term uncertainty, since outsiders may vote for the rival if they believe the project is not progressing well. A dual class share structure allows the incumbent to have enough votes to prevail against any rival, but may be misused by untalented incumbents to dissipate value. Our results help to explain firms’ choices between dual class and single class IPOs and the post-IPO operating performance of dual class versus single class firms.     

Shelf Registrations and Shareholder Wealth: A Comparison of Shelf and Traditional Equity Offerings

This study examines the effect of issuing common stock on shareholder wealth under two alternative methods of registration, shelf registration under the Securities and Exchange Commission's Rule 415 and the traditional method of registering shares for immediate sale. The stock price reactions accompanying security registrations and offerings over the period from March 1982 through November 1983 are examined for over two hundred issues. A negative price reaction is observed for traditional and shelf registrations for both utility and non-utility issuers. No statistically significant difference is observed between shelf and traditional registrations. Further negative price reactions precede the offerings of these securities.     

Accelerated Equity Offers and Firm Quality

A series of deregulatory reforms has promoted accelerated equity issuance at the expense of adequate time for underwriter and market scrutiny. Today the majority of publicly listed companies can raise equity on a moment's notice, but many eligible issuers choose to allow additional time for scrutiny. We hypothesise that issuers with less favourable inside information (i.e. lower quality issuers) prefer to avoid the pre‐issue scrutiny that could reveal their inside information and are therefore more likely to accelerate their offer. We find supportive evidence using measures of stock valuation and earnings quality as proxies for firm quality. The results suggest that investors are slow to capitalise the information embedded in the speed of issuance.     

Private Equity Involvement and Earnings Quality

Abstract:  This paper examines the relation between private equity (PE) investors' involvement and their portfolio firms' earnings quality. We operationalize earnings quality through comparative analyses of conditional loss recognition timeliness. For a sample of unlisted Belgian firms, we find that PE involvement increases a firm's willingness to recognize losses more timely as compared to industry, size and life-cycle matched non-PE backed firms. Further, we document more powerful earnings quality effects for firms backed by independent and captive PE-investors as compared to firms backed by government-related PE-investors. Finally, we find no systematic variation in earnings quality across different levels of PE ownership. Our results are robust to the inclusion of various controls and remain unaffected when we consider the endogeneity of PE investments and compare pre- and post PE investment years. The current results provide novel evidence towards the understanding of PE investors' governance implications for portfolio firms' earnings quality.     

The choice of equity selling mechanisms: PIPEs versus SEOs

We examine the firm's choice between an SEO and a PIPE, an innovation in follow-on equity selling mechanism seen in the late 1990s. Our primary finding indicates that the rapid rise of the PIPE market fills the capital needs of firms which may not have access to more traditional alternatives. This lack of access is driven mainly by information asymmetry and weak operating performance. We also show that firms are more likely to choose PIPEs when the general market and the firm's stock are performing poorly. Furthermore, we find that selected firms with access to the public market may prefer a PIPE due to specific cost considerations.     

A Comparison of Cost of Equity Estimates of Local and Global CAPMs

Cost of equity estimates are compared for three pricing models: the traditional local CAPM, the single (market) factor global CAPM, and the two‐factor global CAPM, with both market and currency index factors. For 2989 US stocks, the average difference in the cost of equity estimates is about 48 basis points between the local CAPM and the single‐factor global CAPM, and is about 61 basis points between the two global models. For 70 developed‐market ADRs, the corresponding average differences are 76 and 47 basis points, respectively. For 48 emerging‐market ADRs, the corresponding average differences are 57 and 70 basis points.     

IPOs and IFRS in European exchange-regulated markets: A research note

This research note aims to enrich our understanding of reporting incentives of firms listed in European exchange-regulated markets. Many initial public offerings (IPOs) in Europe are within exchange-regulated markets where firms are allowed to choose between local GAAP and IFRS. Therefore, this research note describes the regulatory environment and investigates the choice to voluntarily adopt IFRS within European exchange-regulated markets. Overall, less than 20% of the firms voluntarily adopt IFRS and voluntary IFRS adoption upon IPO is positively associated with firm size, foreign firms, stocks offered to institutional investors prior to the IPO, and a future migration to an EU-regulated market.     

Implied Equity Duration: A New Measure of Equity Risk

Duration is an important and well-established risk characteristic for fixed income securities. We use recent developments in financial statement analysis research to construct a measure of duration for equity securities. We find that the standard empirical predictions and results for fixed income securities extend to equity securities. We show that stock price volatility and stock beta are both positively correlated with equity duration. Moreover, estimates of common shocks to expected equity returns extracted using our measure of equity duration capture a strong common factor in stock returns. Additional analysis shows that the book-to-market ratio provides a crude measure of equity duration and that our more refined measure of equity duration subsumes the Fama and French (1993) book-to-market factor in stock returns. Our research shows how structured financial statement analysis can be used to construct superior measures of equity security risk.