Information dissemination on intellectual capital in mergers and acquisitions: purchase price allocations,press releases and business press

In order to reduce information asymmetries in relation to a firm's current decisions and long-term strategy, firms must consistently provide information to stakeholders. This paper investigates intellectual capital (IC) information disclosed in mergers and acquisitions (M&A) provided through three different disclosure channels (voluntary press releases, related newspaper articles and subsequent mandatory corporate disclosures in the notes to the financial statements). For a sample of 215 randomly selected US and European M&As, we analyse 215 press releases, 1025 newspaper articles and 215 purchase price allocations. Our findings suggest that IC disclosure in press releases is not perceived as informative and qualitative forward-looking IC information in voluntary corporate disclosures appears to lack credibility. Moreover, we empirically demonstrate interdependencies across the three disclosure channels. The business press seems to filter IC information provided in press releases. The amount of IC disclosure in the notes to the financial statements is positively associated with prior IC disclosure in newspaper articles, but negatively associated with IC disclosure in press releases. The managements of acquirer firms appear to pay attention to news coverage and public opinion. However, both voluntary and mandatory corporate disclosures appear to substitute rather than complement each other.     

Headline Impression Management in the Earnings Press Releases of TSX Venture Exchange Firms*

This paper explores firms traded on the Toronto Stock Exchange (TSX) Venture Exchange and their voluntary disclosure practices by focusing on earnings press releases (EPRs). We compare the characteristics of EPR issuers and non-issuers and investigate how the former group uses headline impression management in their EPRs to highlight firm performance. More precisely, we examine emphasis and tone management techniques in the headlines of over 1,300 EPRs by TSX Venture Exchange (TSX-V) firms. Our results show that the main determinants of the EPR disclosure choice are the achievement of positive revenue, an increasing trend in firm market value, and industry type. We find that EPR issuers reinforce and repeat positive results in the headlines of EPRs and use positive tone management to highlight positive financial performance. Our results confirm the association between firm performance and strategic placement of performance results, while illustrating that the strength of this association varies by industry and by EPR characteristics such as EPR length and numerical intensity. Overall, this paper sheds light on TSX-V firms, their disclosure practices, and potential violations of recommendations from regulators regarding avoiding exaggerated or promotional language in press releases.     

The Effects of Compensation and Board Quality on Non-GAAP Disclosures in Europe

This study reports international evidence on the impact of compensation and board quality on the voluntary disclosure of non-GAAP earnings numbers. We find that compensation contracts of board directors that are linked to firm's market performance are associated with a higher probability of disclosure of non-GAAP figures in the earnings announcements' press release. Furthermore, when this type of compensation is used, firms tend to report non-GAAP figures in the title of the press release, make more adjustments for recurring items, and avoid reporting reconciliations. These reporting practices have been associated with opportunistic disclosure. We also show that an efficient governance structure of the board of directors can help restrain most of these discretionary disclosure decisions regarding non-GAAP reporting.     

Voluntary disclosure of accruals in earnings press releases and the pricing of accruals

This study investigates firms’ decisions to disclose accruals information in earnings press releases versus to provide it only in 10-Q filings and the impact of this disclosure on the pricing of accruals. I find that firms disclose accruals in their press releases when earnings alone are a weak indication of cash flow performance and that following these disclosures the accruals information is fully impounded into stock prices. The evidence suggests that when investor demand for accruals is likely to exist and firms disclose the information in earnings press releases, the mispricing typically associated with accruals is mitigated.

Managerial incentives for discretionary disclosure: evidence from management leveraged buyouts

Managers in management leveraged buyout (MBO) firms prefer to purchase their firms at a low offer price. This motive gives them a clear incentive to make pessimistic discretionary disclosures. Using a sample of press releases, I find that managers involved in their firms’ MBO selectively release negative disclosures to denigrate their firm just before the MBO transaction when compared with prior period: they issue more bad news disclosures and more pessimistic quotes. Additionally, they issue less optimistic quotes, fewer good news disclosures, less positive earnings forecasts, and they manage earnings downwards. I control for factors that may not be caused by managers’ purchase motives by comparing the MBO sample with a third-party leveraged buyout sample where management is not involved in the buyout and with a performance-matched control sample. I find that the disclosure of MBO firms becomes significantly more pessimistic than the leveraged buyout firms where management is not involved in the transaction and significantly more pessimistic than the performance-matched control sample.     

CEO overconfidence and the tone of press release

This paper examines how CEO overconfidence affects the tone of press releases. Using option-based proxies for CEO overconfidence, I find that over the 2000–2018 period, the press releases issued by firms with overconfident CEOs have more positive tone and receive more positive market reactions. The relation between CEO overconfidence and the tone of press releases is stronger among firms with good operating performance and concentrated in investment-related news but is insignificant for earnings news. These findings suggest that CEO overconfidence leads to biases in press releases.     

Capital market effects of media synthesis and dissemination: evidence from robo-journalism

In 2014, the Associated Press (AP) began using algorithms to write articles about firms’ earnings announcements. These “robo-journalism” articles synthesize information from firms’ press releases, analyst reports, and stock performance and are widely disseminated by major news outlets a few hours after the earnings release. The articles are available for thousands of firms on a quarterly basis, many of which previously received little or no media attention. We use AP’s staggered implementation of robo-journalism to examine the effects of media synthesis and dissemination, in a setting where the articles are devoid of private information and are largely exogenous to the firm’s earnings news and disclosure choices. We find compelling evidence that automated articles increase firms’ trading volume and liquidity. The effects are most likely driven by retail traders. We find no evidence that the articles improve or impede the speed of price discovery. Our study provides novel evidence on the impact of pure synthesis and dissemination of public information in capital markets and initial insights into the implications of automated journalism for market efficiency.     

Impact of earnings performance on price‐sensitive disclosures under the Australian continuous disclosure regime

This study examines the relation between accounting earnings and the frequency of price‐sensitive corporate disclosure under Australia's statutory continuous disclosure requirements. Despite low litigation threats and excepting loss‐making firms, results show that firms with earnings declines (bad news) are more likely to make continuous disclosure than firms with earnings increases (good news). This suggests that market forces and regulators’ scrutiny are sufficient to induce a ‘bad news’ disclosure bias. This study also examines the ‘materiality’ requirement under the continuous disclosure requirements and finds a positive relation between disclosure frequency and the magnitude of earnings news. The earnings–return correlation is positively associated with disclosure frequency for the financial services industry.     

Asymmetric effects of voluntary disclosure on stock liquidity: evidence from 8‐K filings

This paper examines whether the change in stock liquidity subsequent to voluntary disclosure is different between good news and bad news. Using voluntary 8‐K filings, we find that the increase in stock liquidity is more pronounced for firms with good news disclosure than for firms with bad news disclosure. In addition, such findings are stronger when a firm is less visible and when the short‐selling costs are high, suggesting that these two factors play an important role in increasing stock liquidity. Overall, this paper provides evidence that the tone of voluntary 8‐K news is an important determinant of stock liquidity.     

The use of the Internet for corporate reporting in the Mercosur (Southern common market): The Argentina case

This study examines disclosure practices on the websites of companies listed on the Buenos Aires Stock Exchange. We perform content analysis to provide evidence on Internet reporting practices by 84 publicly traded firms. We also identify the characteristics of firms that communicate financial and non-financial information on the Internet. We find that companies in the financial and insurance, services and mining industries disclose more financial and non-financial information on their websites than companies in other industries. The average concentration of ownership is 68%, with 27% of the companies being controlled by foreign groups. Those companies with higher concentration disclose more financial and non financial information than companies with less concentration. Companies in the financial and insurance and service industries, utilize their websites for commercial purposes to facilitate access to customers to their accounts and also to sell services. This e-commerce usage of websites is less developed in other industries. About 71% of companies in the financial and insurance industry are included in the Merval25 index and are audited by Big 4. These companies are both larger in size and less profitable than companies in other industries. We find that profitability and leverage do not have significant effect on corporate Internet reporting practices and that growth has negative effect on corporate Internet reporting practices. We also find that companies in the mining sector provide significantly more disclosure about social responsibility indicating a desire to improve the public image of harming the environment. The results documented, herein, extend the literature on voluntary disclosure of financial and non-financial information using the Internet in emerging markets.     

Cybersecurity Disclosure by the Companies on the S&P/TSX 60 Index

Cybersecurity has become a topic of great interest since 2010. Accounting issues surrounding cybersecurity governance, management, and disclosure have gained attention from accounting standard setters, large accounting firms, and professional associations, but only a limited number of studies have looked at cybersecurity disclosure. In this study, we examine whether the content of cybersecurity disclosures of Canadian firms comprising the S&P/TSX 60 index is aligned with best practices—that is, financial regulators' guidelines in that matter. A content analysis was performed of documents issued between January 2017 and mid‐2018, consisting of recent annual information forms (AIFs), annual and quarterly management's discussion and analysis (MD&As), proxy circulars, material change reports, and news releases. To assess the nature and extent of cybersecurity disclosure, we developed a scoring grid featuring 40 items based on financial regulators' guidelines. Results show that cybersecurity disclosure levels are low. Companies vary widely in the amount of detail they provide, and the information is often not company‐specific. The variations among industrial sectors involve the categories related to cybersecurity risk, cybersecurity risk mitigation, and other items. Most of the companies provided cybersecurity disclosures in the annual MD&A, and several reiterated some disclosure items in the AIF and proxy circular. The results of this study highlight some areas where cybersecurity disclosures have evolved and others where they could be improved. They suggest that some firms strive to avoid boilerplate language and be more company‐specific. The findings also suggest that financial regulators could issue more stringent requirements.     

Corporate governance and impression management in annual results press releases

We study the association between corporate governance and impression management in annual results press releases (ARPRs). Press releases constitute a timely vehicle to communicate firm performance to third parties but they can be manipulated to distort readers’ perceptions of corporate achievements. We predict that governance mechanisms actively monitor managerial disclosures, improving firm transparency and thus reducing impression management in ARPRs. The results confirm that strong governance limits impression management, consistent with governance monitoring effectively reducing self-serving disclosures by management. Our evidence suggests that management disclosure practices respond, at least partly, to informative motivations. We also show that strong governance firms are more likely to release an ARPR.     

Is private social, ethical and environmental reporting mythicizing or demythologizing reality?

There is some evidence that private social, ethical and environmental reporting (SEER) between companies and their core institutional investors has started to evolve over recent years. However, there is little research exploring the private SEER process in detail. This paper seeks to address this evolving area of corporate communication using interviews. The evidence reveals a series of mutual benefits to companies and institutional investors arising from the private SEER process. Companies are gaining from SEE engagement and dialogue, as they are using the process to inform public SEE disclosure. They are using private SEE disclosure to preempt investor surprises. Institutional investors are benefiting from the supplementary SEE information gained in private communications with investee companies. They are also using information on managers’ SEE performance gained from private dialogue, as a proxy for management quality. The private SEE disclosure process appears to be nurturing mutual understanding between companies and their core institutional investors. Drawing from a pedagogic perspective, applied previously to SER and stakeholder engagement, as well as to accounting education, we show that ‘good’ private SEE disclosure should take on the characteristics of a dialogic, problem-posing, educative process. We consider four potential outcomes. Such a process may demythologize SEE issues. However, there is also the possibility that a recreated joint myth may emerge from collaborative dialogue between two such powerful groups. Other possible outcomes are that companies may capture the process in order to perpetuate their own SEE myth or that private SEE disclosure may dwindle as public SEE disclosure improves.     

Less timely earnings announcements and voluntary disclosure

The release of earnings information has become less timely in recent years partly because firms increasingly disclose earnings concurrently with their periodic reports (e.g., 10-Ks, 10-Qs). We examine whether firms use voluntary disclosure to mitigate the negative economic consequences of less timely earnings announcements (EAs). We find that firms with less timely EAs are more likely to provide voluntary 8-K filings over the period leading to the EA. We also find that investors’ demand for timely information, the nature of earnings news and litigation risk affect the extent to which firms provide voluntary disclosure to compensate for less timely EAs. The negative effect of less timely EAs on information asymmetry is attenuated when firms provide voluntary 8-K filings prior to EAs. Overall, our findings suggest that firms voluntarily communicate with investors using voluntary disclosure when their EAs are less timely.     

Corporate Social Responsibility: The Link Between Sustainability Disclosure and Sustainability Performance

This paper explores the relation between sustainability performance and sustainability disclosure within the Australian extractive industries. The study utilizes Ullmann's (1985) stakeholder framework, which depicts sustainability disclosure and performance as two components of management strategy for dealing with stakeholder demands. Consistent with this framework, we predict a positive performance–disclosure relation. Extending prior research that has utilized problematic environmental performance indices such as CEP indices or toxic emissions levels, we develop a sustainability performance index based on the International Finance Corporation's Measuring Sustainability Framework (2001). Using data from 339 mining and energy firms listed on the Australian Securities Exchange in 2006, we find that corporate sustainability performance is strongly associated with disclosure as expected. Sustainability disclosure is also greater for firms with a proactive communication strategy as manifested through press release activity. Finally, asset age and firm size are both positively associated with sustainability, consistent with predictions from the stakeholder framework.     

Disclosure strategies among S&P 500 firms: Evidence on the disclosure of non-GAAP financial measures and financial statements in earnings press releases

This paper examines the prominence of non-GAAP financial measures in press releases, testing whether managers emphasize these adjusted performance measures relative to GAAP numbers in four different settings where their disclosure helps managers reach strategic earnings benchmarks on a pro forma basis when they would otherwise fall short using GAAP numbers. Moreover, this research investigates the information content of disclosures reconciling non-GAAP to GAAP earnings (and other financial statements). The data is hand collected from quarterly earnings press releases of a sample of S&P 500 firms during the 2001–2003 period. In this particular sample, the disclosure of non-GAAP financial measures is frequent. The results suggest that managers strategically give more prominence to non-GAAP measures than to GAAP figures when the GAAP earnings number falls short of a benchmark but the non-GAAP earnings number does not. This disclosure strategy may influence the perception of the firm's financial results. Furthermore, the results suggest that both the reconciliation and the non-GAAP income statement contain information useful for users.     

How do the content,format, and tone of Twitter-based corporate disclosure vary depending on earnings performance?

Using 86,891 tweets, from the official corporate Twitter accounts of 715 unique firms, this study examines whether and how managers strategically attract and distract investors’ attention from corporate news through Twitter. We find that firms with good earnings news use Twitter to post more earnings-related information directly, whereas firms with bad earnings news post more non-earnings-related information on Twitter. We further find that depending on earnings performance firms strategically choose the format of tweets (qualitative or quantitative) and the tone of earnings tweets (positive or negative) to attract investors’ attention to good news or distract investors’ attention from bad news. Our results are robust to difference-in-differences (DID), alternative sample periods, and different variable specifications. Our findings provide empirical evidence for investors and regulators regarding current practices in corporate information on Twitter.     

Voluntary Disclosure of Good and Bad Earnings News in a Low Litigation Setting*

This study uses a historical setting in which expected litigation costs were low (i.e., Australia, from 1993 to 1996) to investigate whether companies with good news were more likely to preempt annual earnings than their counterparts with bad news. Empirical tests compare the probability of preemption conditional on having good news with the probability of preemption conditional on having bad news. The models control for other potential determinants of disclosure policy that have been documented in the literature. The results do not support the research hypothesis that companies with good news were more likely to preempt annual earnings than companies with bad news. This finding suggests that there may be other factors driving disclosure of bad news, in addition to those acknowledged in the extant literature. The evidence also indicates that in Australia during the investigation period, the probability of preemption was positively associated with firm size and analyst following and differed as a function of industry membership.     

Selective Publicity and Stock Prices

I examine how media coverage of good and bad corporate news affects stock prices, by studying the effect of investor relations (IR) firms. I find that IR firms “spin” their clients' news, generating more media coverage of positive press releases than negative press releases. This spin increases announcement returns. Around earnings announcements, however, IR firms cannot spin the news and their clients' returns are significantly lower. This pattern is consistent with positive media coverage increasing investor expectations, creating disappointment around hard information. Using reporter connections and geographical links, I argue that IR firms causally affect both media coverage and returns.     

An empirical examination of forecast disclosure by bidding companies

This paper examines voluntary disclosure of profit forecasts by bidding companies during takeovers. Disclosure is examined from two perspectives: (i) factors influencing disclosure and (ii) the influence of good news and bad news on disclosure. Takeover documents published during 701 takeover bids for public companies listed on the London Stock Exchange in the period 1988 to 1992 were examined. Two variables accounted for almost all the influences on disclosure of forecasts: bid horizon and type of bid. Probability of forecast disclosure was greater the shorter the bid horizon and during contested bids. In addition, there was some evidence that the nature of the purchase consideration offered by the bidder (cash or paper) and the industry of the bidder influenced disclosure. Disclosure was significantly more likely in paper bids and in the durable goods industry. Forecasts were more likely to be disclosed when firms had good news to report.