Voluntary Disclosure of Bad News

Abstract:   This paper shows that in a voluntary disclosure environment entailing both a fixed disclosure cost and a variable proprietary cost, partial disclosure equilibria may arise in which firms voluntarily disclose bad private information to the public. Furthermore, it is shown that such equilibria may arise more frequently as the threat of incuring proprietary cost increases and/or the proprietary cost itself increases.     

上市公司自愿性信息披露影响因素研究

自愿性信息披露对于增强投资者系统性保护、提升上市公司治理水平具有重要意义。本文以深市样本公司数据为基础，按上市公司战略性信息、非财务主要信息和财务信息三类信息披露指数，考察公司规模、财务杠杆、经理层持股、公司盈利、外资股、审计费用对于我国上市公司自愿性信息披露的影响。研究表明，我国上市公司在自愿性信息披露方面缺乏充分的内在动机和完善的外在激励机制，自愿性信息披露行为尚侍进一步地系统性规范。     

法国公开要约收购制度的最新改革——以2006年《公开要约收购法》为中心

2006年3月31日，依欧盟转化《要约收购指令》之要求，法国颁布了《公开要约收购法》，对现有的公开要约收购制度进行了多方位、深层次的改革。从宏观上看，此次改革主要涉及四个方面，即金融证券管理局监管范围的改革、强制要约收购制度的改革、要约透明机制的改革以及反要约收购防御措施的改革。尽管改革的效果仍有待评估，但法国在此次改革中所体现的提高欧盟范围内企业竞争力的决心和表率作用无疑为欧盟经济一体化注入了新的活力。     

The Information Content of Defence Documents in UK Hostile Takeover Bids

This study examines the defence documents of 79 hostile take-over bids of publicly quoted companies in the UK during the period 1988–1990 using logit regression and discriminant analysis to determine if any of the 41 identified characteristics of the defence document and seven continuous control variables lead to a higher or lower probability of a successful defence. The study finds that managers in target companies are unable to introduce new information in their defence documents that materially affects the outcome of a bid. This suggests that managers may advise shareholders to reject a bid for other reasons, such as to drive up the offer price.     

Volatility Implied by Option Prices: The Case of Takeover Bids

We model the effect of an impending share price jump on the implied standard deviation (ISD) of a company's options, testing the model by investigating its predictive ability for ISDs of companies subject to a takeover bid. Our model fits the observed ISDs well for all but certain deep in-the-money options. However, the model demonstrates that a discontinuity in the relationship between moneyness and the ISD both explains the combination of high and zero ISDs exhibited by these options, and impairs the predictive power of the model at these levels of moneyness.     

上市公司实际控制人信息披露问题研究

本文从上市公司实际控制人及其信息披露义务的法律规定出发，分析了上市公司实际控制入主体的多元性、内容的层级性和结果的终极性特点，揭示了上市公司实际控制人信息披露存在的主要问题，并对完善上市公司实际控制人信息披露提出了若干建议。     

The Structure of Voluntary Disclosure Narratives: Evidence from Tone Dispersion

We examine tone dispersion, or the degree to which tone words are spread evenly within a narrative, to evaluate whether narrative structure provides insight into managers’ voluntary disclosures and users’ responses to those disclosures. We find that tone dispersion is associated with current aggregate and disaggregated performance and future performance, managers’ financial reporting decisions, and managers’ incentives and actions to manage perceptions. Furthermore, we find that tone dispersion is associated with analysts’ and investors’ responses to conference call narratives. Our results suggest that tone dispersion both reflects and affects the information that managers convey through their narratives.     

Investment Opportunity Set and Voluntary Disclosure of Prospective Information: A Simultaneous Equations Approach

Abstract:   This paper examines empirically the relationship between the level of disclosure of prospective information and the investment opportunity set for firms in New Zealand. Using a systems (two‐stage least squares) approach that explicitly controls for potential endogeneity between disclosure and IOS, we find that the level of prospective information disclosure is significantly and positively related to IOS in both specifications in our simultaneous analysis. Further, we document that prospective information disclosure is positively related to firm size and new security offerings, and is not related to inside ownership and firm profitability. IOS is positively impacted by a firm's investments in fixed assets and its profitability. Finally, we find that forward looking disclosure levels are positively related to the proportion of outside directors on the board and negatively related to barriers to entry, but these findings are not robust across alternative model specifications.     

An Empirical Analysis of the Bias and Rationality of Profit Forecasts Published in New Issue Prospectuses

Our study sets out to assess the accuracy of profit forecasts made by IPOs in Hong Kong. We use a variety of measures and tests to examine the accuracy, bias, rationality, and superiority of earnings estimates. The results show that forecast accuracy compares favourably with the findings from the developed economies of Australia, Britain, Canada, and New Zealand. Forecasts are shown to be superior to the predictions from time series models. IPOs tend to underforecast in the sense that actual profits exceed the forecasts. The rationality tests show mixed results. Cross-sectional analyses of forecast accuracy have poor explanatory power although the Big Six reporting accountants are associated with smaller forecast errors.     

The Relevance of Analysts' Earnings Forecasts in Japan

Abstract:   This study examines the role of financial analysts in equity valuation in Japan by comparing the relevance of financial analysts' earnings forecasts, over financial statement information, to investors' decisions. We find that the value‐relevance of a set of accounting variables is very modest, but the incremental contribution of analysts' forecasts is very significant. This is in line with the expectation that the skill and expertise of analysts are more valuable in markets with poor financial disclosure, such as Japan. We also find that the importance of the financial statements increases over time while the importance of the analysts' forecasts does not change. We also provide evidence of the effect of Japanese corporate groupings, keiretsu, on the informativeness of accounting signals and earnings forecasts. The results show that the contribution of accounting variables to valuation is lower for keiretsu firms, which supports the exclusionary hypothesis that companies which are a part of keiretsu, disclose less information than do non‐keiretsu companies. The analysts' forecasts are equally important for investors in both types of firms.     

An Empirical Analysis of the Bias and Rationality of Profit Forecasts Published in New Issue Prospectuses

Our study sets out to assess the accuracy of profit forecasts made by IPOs in Hong Kong. We use a variety of measures and tests to examine the accuracy, bias, rationality, and superiority of earnings estimates. The results show that forecast accuracy compares favourably with the findings from the developed economies of Australia, Britain, Canada, and New Zealand. Forecasts are shown to be superior to the predictions from time series models. IPOs tend to underforecast in the sense that actual profits exceed the forecasts. The rationality tests show mixed results. Cross-sectional analyses of forecast accuracy have poor explanatory power although the Big Six reporting accountants are associated with smaller forecast errors.     

Voluntary Disclosure of Information in a Setting in which Endowment of Information has Productive Value

Abstract:  This paper introduces a model capturing managers' disclosure policies in settings in which disclosure is rewarded by the financial market because disclosure implies that managers are endowed with information and endowment of information may potentially improve the firm's productive efficiency. It provides sufficient condition for a threshold disclosure equilibrium to obtain and compares disclosure policies in a setting in which endowment of information improves the firm's productive efficiency with disclosure policies in a setting in which endowment of information has no impact on the firm's productive efficiency. Managers' disclosure policies are shown to depend crucially on whether the endowment of information is exogenous or endogenous. When the endowment of information is exogenous, an increase in the usefulness of information in improving the firm's productive efficiency leads to a decrease in the disclosure threshold and hence an increase in the amount of information disclosed. In contrast, when the endowment of information is endogenous, an increase in the usefulness of information in improving the firm's productive efficiency has no effect on the disclosure threshold but leads to a decrease in the probability with which information is acquired and hence a decrease in the amount of information disclosed. As, in the threshold disclosure equilibrium, the net present value of information acquisition arising from any increase in production efficiency is negative, an increase in the usefulness of information in improving the firm's productive efficiency thus reduces the inefficiency caused by information acquisition.     

Modelling Transparency in Disclosure: The Case of Foreign Exchange Risk Management

Abstract:  When managers choose not to disclose all the relevant information in their possession in their financial statements, there is an information gap between the managers and users and consequently a lack of transparency. We model the degree of transparency observed when disclosures of foreign exchange (FX) risk management in financial statements are compared to managerial information on FX risk management policy, as evidenced in questionnaire responses. In this comparative study of US and UK firms we find incomplete disclosure in both samples but with differing aspects. In the US case, the information gap is lower where the information has higher relevance or firms with higher financial risk (greater leverage) are signalling the extent of risk, but the gap is greater where firms are in competitive product markets. For the UK sample, the information gap is significantly lower where firms have higher financial risk or higher liquidity but the gap is greater where the shares are more closely held. We conclude that modelling and explaining this aspect of incomplete accounting disclosure in an international setting must be sufficiently flexible to accommodate national differences in managerial behaviour.     

我国上市公司违规信息披露的影响因素研究

上市公司违反监管强制披露基本要求进行的违规信息披露加剧了市场信息不对称,是证券市场健康发展的严重阻碍。本文从财务状况、控制人动机、公司治理结构、环境与制度等方面系统地分析了影响上市公司违规信息披露的主要因素,并以被监管者查处的违规信息披露的上市公司为样本进行实证检验,研究表明在一定的环境和制度下,财务状况和控制人动机是影响目前我国上市公司违规信息披露的主要方面,但公司治理结构时违规披露的约束和影响力较小。     

中美上市公司年度报告披露准则比较研究

本文旨在比较分析中美上市公司年度报告披露准则，为我国修订年报准则提出建议。本文首先比较分析了中美年报准则要求披露的项目内容及其特点，在此基础上，结合我／国年报披露中存在的问题，建议在修订年报准则时借鉴美国制订年报准则的经验，并提出了几点具体改进措施。     

基于效率评价和信息披露的上市公司内部控制研究

本文通过分析效率评价和信息披露对上市公司内部控制体系建设的重要性,同时考虑目前内部控制效率评价体系中存在的局限性和信息披露工作中的不合理性,分别就效率评价和信息披露两方面提出了改进的综合评价模型和优化方向,以期达到促进上市公司内控体系建设的根本目的。     

上市公司临时报告之重大交易披露标准研究——基于股票上市规则的监管实践与思考

重大性标准是股票上市规则中持续信息披露制度的核心要素。目前部分上市公司资本运作频繁,偏离主业、盈余管理问题突出,同时亦存在通过拆分交易等规避披露要求之情形,导致当前重大性标准未能充分适应市场变化的需要,上市公司商业效率、决策效率以及投资者知情权之间的平衡难以维系。本文在归纳总结上市公司交易事项披露之重大性标准表现形式及内在逻辑的基础上,梳理了我国现行规则的特点及应用难点,研究了成熟资本市场的做法,就股票上市规则中重大性标准测试指标体系的优化、累计计算规则中"标的相关"条件的适用以及上市公司证券投资行为的披露等方面提出完善建议。