美国《公平披露条例》再审视

编者按:美国证券与交易委员会于2000年8月10日颁布的<公平披露条例>(下称"<条例>")旨在限制上市公司的选择性信息披露行为.随后美国又修订了内幕交易法的部分条文,试图以此来廓清公开披露与选择性披露相交叉的一些模糊领域.在<条例>实施一年之后,劳拉·西蒙·安格尔(时任美国证券与交易委员会委员)在大量调研的基础上于2001年12月发布本报告.报告中对信息披露方式、披露时间、披露对象和与市场互动的分析今天仍值得中国借鉴,尤其值得我们在修改<证券法>时参考.译文略有删节.     

The Efficacy of Regulation Fair Disclosure

This paper examines the impact of Securities and Exchange Commission's Regulation Fair Disclosure (FD) on information leakage around voluntary management disclosures. We find a positive correlation between stock returns two days before and after the voluntary disclosure in the pre‐Regulation FD period, but not in the post‐Regulation FD period. After Regulation FD is implemented, pre‐announcement abnormal return as a percentage of total return decreases by 26.1% (21.4%) for large firms with good (bad) news, suggesting that the amount of information leakage reduces for these firms. These findings provide support for the premise and the intended purpose of the regulation for large firms.     

Regulation Fair Disclosure and the timeliness of long-horizon management forecasts

We examine the effect of Regulation Fair Disclosure (hereafter Reg FD) on the timeliness of long-horizon management forecasts of annual earnings, especially those conveying bad news. We expect that managers are less timely in issuing bad news forecasts than good news forecasts prior to Reg FD when they can disclose bad news to selected analysts and institutional investors privately. As Reg FD prohibits private disclosures of material information, managers are expected to accelerate the issuance of long-horizon bad news forecasts after Reg FD due to concerns of litigation risk from institutional investors and loss of analyst coverage, leading to a decrease in timeliness asymmetry between bad news and good news forecasts. We also expect that the effect of Reg FD is stronger among firms with lower ex-ante litigation risk or higher information asymmetry as they are more likely to withhold bad news prior to Reg FD. In addition, we expect that investors and analysts react more to bad news forecasts than to good news forecasts prior to Reg FD, and this asymmetry decreases after Reg FD. Our results are consistent with our predictions and suggest that managers provide long-horizon forecasts conveying bad news more timely after Reg FD.     

Did Regulation Fair Disclosure affect credit markets?

This study assesses whether the implementation of Regulation Fair Disclosure (Reg FD) has affected the quantity and quality of information in credit markets. We find that, after Reg FD, borrowing from new lenders was associated with a higher loan spread. We also document that, after Reg FD, (1) borrowers became more dependent on relationship lending; (2) lead lenders retained a higher loan share; and (3) a typical loan syndicate involved a smaller number of participating lenders. We interpret these results as evidence of an increased level of information asymmetry in credit markets after Reg FD.     

SEC Regulation Fair Disclosure,information, and the cost of capital

Regulation Fair Disclosure (“Reg FD”), adopted by the U.S. Securities and Exchange Commission in October 2000 was intended to stop the practice of “selective disclosure”, in which companies give material information only to a few analysts and institutional investors prior to disclosing it publicly. Our analysis shows that the adoption of Reg FD caused a significant shift in analyst attention, resulting in a welfare loss for small firms, which now face a higher cost of capital. The loss of the “selective disclosure” channel for information flows could not be compensated for via other information transmission channels. This effect was more pronounced for firms communicating complex information and, consistent with the investor recognition hypothesis, for those losing analyst coverage. Moreover, we find no significant relationship of the different responses with litigation risks and agency costs. Our cross-sectional results suggest that Reg FD had unintended consequences and that “information” in financial markets may be more complicated than current finance theory admits.     

Are foreign issuers complying with Regulation Fair Disclosure?

Regulation Fair Disclosure (RFD) requires that any release of material information be made to the general public rather than to select individuals. The regulation represents an attempt by the Securities and Exchange Commission to restore a level of fairness to the market. Foreign issuers, however, are currently exempt from this rule. We examine liquidity changes around earnings announcements of American Depository Receipts (ADRs) before and after the introduction of RFD. We find that market makers have adjusted spreads to reflect the new, less information asymmetric environment for U.S. issues, but the same changes are not observed for our ADR sample. Similarly, the decline in activity measures of U.S. issues is not observed in our ADR sample. Our results suggest that investors and market makers are not yet convinced that foreign issuers are complying with RFD.     

Regulation Fair Disclosure and analysts’ reliance on earnings announcements

Regulation Fair Disclosure prohibits corporations from selectively disclosing material information to groups of favored analysts and institutional investors. If information previously provided is excluded by the new regulation from analysts’ information set, it is plausible that the relative importance of the other information, such as earnings announcements, which remains could increase (Arya et al., 2005). The purpose of this study is to investigate whether analysts become more reliant on firm earnings announcements in revising their forecasts after implementation of the regulation. Our empirical results show that, after the regulation, more analysts issue forecasts immediately after earnings announcements. In addition, analysts’ earnings forecasts tend to converge more after observing earnings announcements in the post-regulation period. These results, in conjunction with the finding of higher overall level of forecast errors and dispersion, indicate that earnings announcements become more important information sources in the post regulation period. These findings suggest that analysts are more reliant on earnings announcements and there is an increase in analyst herding as a result of Regulation Fair Disclosure.     

Informational Feedback,Adverse Selection,and Optimal Disclosure Policy

Faceless trading in a secondary stock market not only redistributes wealth among investors but also generates information that feeds back to real decisions. Using this observation we re‐evaluate the “leveling‐the‐playing‐field” rationale for disclosure to secondary stock markets. By partially preempting traders' information advantage established from information acquisition, disclosure reduces private incentives to acquire information, resulting in two opposite effects on firm value. On one hand, this narrows the information gap between informed and uninformed traders and improves liquidity of firm shares. On the other hand, this reduces the informational feedback from the stock market to real decisions. This tradeoff determines the optimal disclosure policy. The model explains why firm value can be higher in an environment that simultaneously promotes disclosure and private information production and why growth firms are endogenously more opaque than value firms.     

Analyst Firm Coverage and Forecast Accuracy: The Effect of Regulation Fair Disclosure

In this study, we revisit the relationship between analyst firm coverage and forecast accuracy. In contrast to the proposed negative association in Clement (1999) owing to the portfolio complexity effect, we hypothesize an ‘economy‐of‐scale effect’ that is likely to dominate when analysts rely mostly on public information. In support of the latter effect, we find a positive association between firm coverage and forecast accuracy after the enactment of Regulation Fair Disclosure (Reg FD), which substantially reduces the flow of material private information to analysts. Such a result survives a battery of robustness analyses. We further show that, in the post‐Reg FD period, covering more firms increases an analyst's probability of being selected as a star analyst in the subsequent year. Overall, our findings highlight the importance of the information environment in shaping the economic link between an analyst's firm coverage and forecast accuracy.     

The effect of Regulation Fair Disclosure on expectations management: International evidence

We examine whether Regulation Fair Disclosure (Reg FD) was effective in limiting the expectations management of US firms as well as ADR and foreign-listed firms to meet or beat analysts’ earnings forecasts. Domestic US firms are required to comply with Reg FD; however, ADR firms are explicitly exempted from its provisions. Thus, ADR firms are thought to represent a control against which US firm expectations management is measured. We find a decrease in expectations management for both US and ADR firms. We find that the post-Reg-FD changes for US and ADR firms are not significantly different. This suggests Reg FD was not effective in limiting forecast guidance or, alternatively, both US and ADR firms responded to Reg FD by reducing forecast guidance. We provide additional evidence that ADR firms experienced a significant decrease in expectations management relative to other foreign-listed firms suggesting that ADR firms voluntarily complied with Reg FD. Overall, our evidence suggests that Reg FD worked to reduce expectations management to meet or beat expectations for both US and ADR firms.     

The Effectiveness of Regulation Fair Disclosure: Evidence from an Emerging Market

The effect of corporate disclosure in emerging markets is not clearly predictable because of the prevalent information leakage prior to disclosure. We empirically examine the effectiveness of Regulation Fair Disclosure (Reg FD) in reducing information asymmetry among equity traders in an emerging market. Specifically, we test whether fair disclosure activity is negatively related to the probability of informed trading (PIN). Multivariate tests on a sample of listed companies in Korea subject to Reg FD reveal the following: (1) more frequent disclosure under Reg FD is related to lower information asymmetry, and (2) this relation differs across the types of disclosure, with the effect of qualitative disclosures on the PIN being weaker than that of quantitative disclosures. Evidence also indicates that the negative association between fair disclosure activities and information asymmetry is more (less) pronounced for firms with poorer (better) information environments where selective information leakage is more (less) likely. The results are robust to sensitivity tests. Our findings have implications for disclosure regulations in emerging markets, given that the existing literature casts doubt on the effectiveness of corporate disclosure in such markets.     

An empirical evaluation of analysts’ herding behavior following Regulation Fair Disclosure

This study examines whether analysts’ forecasts exhibited increased herding behavior following the adoption of Regulation Fair Disclosure. A recent model by Arya et al. [Arya, A., Glover, J., Mittendorf, B., Narayanamoorthy, G., 2005. Unintended consequences of regulating disclosures: The case of Regulation Fair Disclosure. Journal of Accounting and Public Policy 24 (3), 243–252], using a discrete-time information cascade-based model, projects that one potential consequence of Regulation Fair Disclosure might be increased herding by financial analysts, although previous studies examining the economic consequences of Regulation FD have generally not found any averse consequence for investors. We examine financial analysts forecasting behavior before and after the adoption of Regulation FD in order to determine if such herding of forecasts occurred empirically. Our general finding is that increased herding behavior cannot be detected among either the firms most directly impacted by Regulation FD (those which used to hold closed press conferences), or those least affected (i.e., firms that used to either hold open or no press conferences). However, because analysts face diverse incentives for engaging in either herding or anti-herding behavior, our results are not interpretable as an empirical test of the Arya et al. (2005) theoretical model.     

Regulation Fair Disclosure and Earnings Information: Market, Analyst, and Corporate Responses

With the adoption of Regulation Fair Disclosure (Reg FD), market behavior around earnings releases displays no significant change in return volatility (after controlling for decimalization of stock trading) but significant increases in trading volume due to difference in opinion. Analyst forecast dispersion increases, and increases in other measures of disagreement and difference of opinion suggest greater difficulty in forming forecasts beyond the current quarter. Corporations increase the quantity of voluntary disclosures, but only for current quarter earnings. Thus, Reg FD seems to increase the quantity of information available to the public while imposing greater demands on investment professionals.     

The Effect of Regulation Fair Disclosure on the Relevance of Conference Calls to Financial Analysts

This study examines the effect of Regulation Fair Disclosure (FD) on the relevance of company-sponsored conference calls. Measuring relevance by a conference call's ability to improve analyst forecast accuracy and consensus, I find larger improvements in both variables during the period surrounding conference calls in the post-FD era versus the pre-FD era. These findings imply that in the post-FD era relatively more about a firm's upcoming earnings becomes known during conference calls, consistent with FD's success in eliminating selective disclosure.     

The Impact of Regulation Fair Disclosure on Information Asymmetry and Trading: An Intraday Analysis

This study examines the impact of Regulation Fair Disclosure (FD) on liquidity, information asymmetry, and institutional and retail investors trading behavior. Our main findings suggest three conclusions. First, Regulation FD has been effective in improving liquidity and in decreasing the level of information asymmetry. Second, retail trading activity increases dramatically after earnings announcements but there is a significant decline in institutional trading surrounding earnings announcements, particularly in the pre‐announcement period. Last, the decline in information asymmetry around earnings announcements is closely associated with a lower participation rate in the pre‐announcement period and more active trading of retail investors after earnings releases.     

Segment Disclosure and Cost of Capital

We investigate whether segment disclosure influences cost of capital. Improved segment reporting is expected to decrease cost of capital by reducing estimation risk. However, in a competitive environment segment disclosure may also generate uncertainties about future prospects and lead to a larger cost of capital. Asset‐pricing tests confirm that segment disclosure is a priced risk factor. Also, segment disclosure reduces ex‐ante estimates of cost of equity capital and other measures connected to risk. These results suggest a negative relation between segment disclosure and cost of capital. Our results also show that competition reduces, but does not eliminate, the previous relationship.     

On the Cost of Adverse Selection in Individual Annuity Markets: Evidence From Singapore

New evidence is presented on the cost of adverse selection in individual annuity markets using Singapore data. The Singapore annuity market is an interesting setting to examine the cost of adverse selection for three reasons. First, unlike many Western countries, the Singapore government provides very limited public financial assistance for retirees. Second, while social security contributions mandated under the Central Provident Fund (CPF) result in a high forced savings rate, a large proportion of CPF savings, are used up for housing. Third, to ensure that retirees have sufficient funds to meet basic needs, individuals who reach age 55 are required to set aside a minimum amount of their CPF savings, which can be withdrawn at age 62. The CPF Board allows various options for investing the minimum sum, but the most attractive option is to purchase an annuity. The institutional setting in Singapore in effect provides insurers with a large captive market for annuities. It is conjectured that this should be reflected in a significantly lower cost of adverse selection for annuities sold in Singapore as compared with other countries. The results herein, using data for CPF‐approved insurers, are strongly consistent with this conjecture. On average, money's worth of annuities is higher than annuities sold to a similar age‐gender mix in the United States, United Kingdom, and Australia. Adverse selection accounts for less than 13 percent of the cost of longevity insurance compared to 30–50 per‐ cent documented in many previous studies. These results suggest that one way to resolve the adverse selection problem is to adopt a universal individual defined contribution pension scheme that mandates or provides strong incentives for retirees to purchase annuities.     

Municipal Disclosure Timeliness and the Cost of Debt

A longstanding concern for municipal bond investors is the lack of timely financial statement disclosures. Municipalities are held to lower disclosure standards than corporations. Using continuing disclosure dates for audited financial statements, we find bond issuers with slower disclosure have higher secondary market yields and spreads, less frequent secondary market trading, and are less likely to issue new bonds. We observe that future disclosure is largely predictable based on past disclosure and that disclosure often improves prior to new bond issuances. When municipalities do not capitalize on the benefits of timely disclosure, economic consequences are imposed on bondholders and taxpayers.     

公平信息披露与分析师预测精度——来自中国上市公司的经验证据

证券分析师是证券市场重要的信息加工者和传播者,他们的信息行为对中小投资者和市场效率有重要影响。本文基于2003~2009年分析师的年度盈利预测数据,运用面板计量模型实证检验了公平信息披露规则的实施对分析师预测精度的影响。研究结果表明:分析师预测精度在规则实施后显著下降了;而且,随着规则实施时间的推移,分析师预测精度进一步下降;另外,分析师对信息披露水平较差的上市公司的预测精度下降幅度更大。     

Changes in analyst following for less covered firms accompanying Regulation Fair Disclosure: the roles of ability and industry experience

We examine how Regulation Fair Disclosure (Reg FD) affects the decisions of analysts with various levels of ability and industry experience to add or drop less covered firms (LCFs), which are followed by only a few analysts. We use the analysts who continue to follow the same LCFs after Reg FD was implemented as a comparison group to explore the differences in the forecast properties of analysts who add LCFs and those who drop LCFs. We find that, after the implementation of Reg FD, analysts with greater ability or more industry experience are more likely to follow an LCF, and analysts with less ability are more likely to drop coverage of an LCF. In addition, we propose that analysts who add LCFs provide more accurate forecasts and are more likely to issue long-term forecasts. Moreover, compared with analysts who continue to cover the same LCFs, the analysts who drop coverage of LCFs issue more optimistic forecasts for LCFs in the pre-Reg FD period.