Forecasts in IPO Prospectuses: The Effect of Corporate Governance on Earnings Management

Prior research suggests that managers may use earnings management to meet voluntary earnings forecasts. We document the extent of earnings management undertaken within Canadian Initial Public Offerings (IPOs) and study the extent to which companies with better corporate governance systems are less likely to use earnings management to achieve their earnings forecasts. In addition, we test other factors that differentiate forecasting from non‐forecasting firms, and assess the impact of forecasting and corporate governance on future cash flow prediction. We find that firms with better corporate governance are less likely to include a voluntary earnings forecast in their IPO prospectus. In addition, we find that while IPO firms use accruals management to meet forecasts; the informativeness of the discretionary accruals depends on whether or not the firm would have missed its forecast without the use of discretionary accruals.     

IPO公司预测盈利的价值相关性

会计信息是有效资本市场资源配置的重要依据。目前,价值相关性的研究主要关注会计盈余,而很少关注预测盈利。本文采用价格模型验证了我国IPO公司预测盈利的价值相关性,研究结论表明,我国IPO公司的预测盈利具有价值相关性,并且价值相关性因预测盈利的准确性、预测盈利的披露方式、IPO公司的规模以及股权流动性程度而不同。     

The Credibility of Earnings Forecasts in IPO Prospectuses and Underpricing

This paper provides empirical evidence of the impact of the voluntary disclosure of management earnings forecasts in IPO prospectuses and of the credibility of these forecasts, as perceived by investors at the time of the IPO. We measure forecast credibility ex ante with two approaches: (i) a vector of determinants of credibility that are observable by market participants at the time of the issue and (ii) the predicted value of the forecast error based on some of these determinants. Controlling for the firm's decision on whether or not to issue a forecast, we find that the issue of a forecast reduces underpricing. We find that the quality of the firm's governance and of the auditor and underwriter associated with the issue seems to act as a substitute to the disclosure of an earnings forecast in the prospectus, so that they significantly decrease the level of underpricing only for non‐forecasters. However, despite our various approaches to measure ex ante credibility, we find no association between the pricing of the issue and perceived forecast credibility at the time of the IPO.     

Voluntary Disclosure with Informed Trading in the IPO Market

We examine voluntary disclosure and capital investment by an informed manager in an initial public offering (IPO) in the presence of informed and uninformed investors. We find that in equilibrium, disclosure is more forthcoming—and investment efficiency is lower—when a greater fraction of the investment community is already informed. Moreover, managers disclose more information when the likelihood of an information event is higher, more equity is issued, or the cost of information acquisition is lower. Investment efficiency and the expected level of underpricing are non‐monotonic in the likelihood that the manager is privately informed.     

Voluntary Disclosure of Profit Forecasts by Target Companies in Takeover Bids

This paper examines factors influencing voluntary forecast disclosure by target companies, whether good/bad news forecasts are disclosed and the influence of forecasts on the outcome of hostile bids. Disclosure was significantly more likely during contested bids. In agreed bids, probability of forecast disclosure was greater the shorter the bid horizon. In contested bids, forecasts were more likely where there were large block shareholdings, for larger targets and for targets in the capital goods industry. There was a clear tendency to disclose good news forecasts. A significant positive association between forecast disclosure and increase in offer price was found.     

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.     

首发上市盈利预测制度变迁与公司盈余管理研究

本文研究盈利预测制度由强制性向自愿性披露的变化对首发上市公司盈余管理的影响。研究发现,在控制其他首发上市制度影响条件下,自愿性盈利预测制度使首发公司披露盈利预测的偏好明显下降,盈利预测高估程度明显降低,且激进会计政策选择偏好明显下降,公司盈余管理水平显著降低。研究表明,市场化信息披露制度改革有助于缓解公司盈余管理行为。     

会计师事务所组织形式、盈余管理与IPO折价

会计师事务所组织形式由有限责任制变为特殊普通合伙制,增加了审计师的法律责任,提高了审计的鉴证价值和保险价值,有利于审计师在 IPO 审计过程中更好地发挥信息中介作用。以保荐制下 IPO公司为样本,实证考察事务所组织形式对 IPO 盈余管理和 IPO 折价的影响。研究发现,相比有限责任制事务所,特殊普通合伙制事务所审计的发行公司的正向盈余管理水平更低,IPO 折价率也更低。研究结论表明事务所转制后,审计师加强了对发行公司盈余管理行为的约束,提高了 IPO 定价效率,监管部门推动的事务所转制对 IPO 市场具有积极治理效果。     

Initial and Long-Run IPO Returns in Central and Eastern Europe

ABSTRACT

This article provides original evidence on IPO underpricing and long-run underperformance in Central and Eastern Europe (CEE) and compares results to the European Union’s developed capital markets from 2000 to 2009. Using both index-adjusted and CAPM-adjusted returns, we find significant underpricing that is significantly higher than underpricing of comparable IPOs in the European Union’s developed capital markets. We show that the CEE’s initial IPO returns also exhibit significantly higher volatility. In line with the asymmetric information theory, we indicate that smaller IPOs in the CEE region have greater underpricing than the larger IPOs. Contrary to the literature, we unambiguously confirm long-run underperformance toward the benchmarks. In some model specifications, we also find that IPO long-run underperformance in the CEE region is less present than in the European Union’s developed capital markets.     

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。     

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.     

Voluntary Disclosure of Sales and the Extent of Trade Credit in Small Private Companies

We examine the association between voluntary financial disclosure and the amount of obtained trade credit in a sample of small private Belgian companies. We argue that voluntary disclosure can help small private companies in mitigating information asymmetries that arise between the company and their suppliers. Using a propensity score matching procedure to control for selection bias, we find that voluntary financial disclosure by small and private companies is positively related to the level of trade credit. This is in line with the traditional view that asymmetric or incomplete information restricts access to external funds.     

Disclosure Prominence and the Quality of Non‐GAAP Earnings

The SEC prohibits the presentation of non‐GAAP measures before corresponding GAAP measures; however, a large proportion of non‐GAAP reporters present non‐GAAP EPS before GAAP EPS in their earnings announcements. This noncompliance raises questions about whether firms use prominence to highlight higher or lower quality non‐GAAP information. For firms reporting non‐GAAP EPS between 2003 and 2016, prominent non‐GAAP EPS is associated with higher quality non‐GAAP reporting. Further tests reveal that nonregulatory incentives, rather than regulatory costs, explain this relation. Specifically, prominence is associated with higher quality non‐GAAP reporting in settings where prominence is not regulated, investors ignore prominence when non‐GAAP reporting quality is lower, and the minority of firms using prominence to mislead exhibit characteristics associated with weaker investor monitoring. Overall, we provide evidence that regulatory noncompliance can reflect an intent to inform, and that most firms use prominence to highlight higher quality non‐GAAP information despite prohibitive regulation.     

Earnings Surprises in Analysts' Forecasts,Mandatory Disclosure,and Share Repurchases

This paper examines the impact of forecast errors and the mandatory disclosure of repurchase transactions required by 2003 Securities and Exchange Commission (SEC) regulations on share repurchases. We define forecast errors as the difference between analysts' forecasted earnings and actual earnings. We argue that firms with positive forecast errors imply greater information asymmetry, which may induce them to signal through share repurchases. We show that both the repurchase target and analysts' forecast revision are positively related to forecast errors. Furthermore, these associations are more pronounced in the low disclosure period (1989–2003) where greater information asymmetry between managers and outside investors is found, while increased transparency in the high disclosure period (2004–2006) leads to more significant improvement in long‐term performances for firms with positive forecast errors. The results are consistent with our expectations that the information asymmetry implied in forecast errors, along with a shock change from the introduction of the 2003 SEC regulation, affect both corporate and analysts' behaviour.     

询价制下IPO抑价的成因分析

本文依据信息不对称理论对中国证券市场在询价制下IPO抑价的成因进行分析。本文结舍近期我国股市IPO的实际情况，对我国询价制下上市公司IPO抑价原因和应对策略进行探讨，以期为承销商提供有益的帮助。     

创始人、创业投资与创业板IPO抑价

IPO高抑价是创业板市场的显著特征之一。本文从公司治理的视角,运用信息不对称和信号理论分析创始人、创业投资与IPO抑价之间的关系并进行实证研究。研究表明,创始人通过持股数量和兼任CEO具有一定的信号传递作用,降低了IPO抑价,而创业投资降低IPO抑价的作用并不显著。创业投资都具有低价发行保证上市成功的动机,创业投资存在只求上市,不求成长的现象。     

基于深市上市公司IPO盈余管理实证研究

在分析IPO盈余管理动机的基础上,研究了IPO公司进行盈余管理的手段及其影响。以2008年在深圳证券交易所上市的71家公司为对象,通过研究其2006-2010五年的经济数据,运用改进后的Jones模型,得出两个结论：上市公司的业绩在IPO前后存在明显的差异,并且上市前两年的业绩高于IPO当年及IPO后两年;上市公司通过调整应计利润进行盈余的操纵。最后针对分析结果提出相应对策,以期对加强证券市场监管,完善公司治理结构,帮助投资者进行投资决策做出贡献。     

The Relationship between Voluntary Disclosure,External Financing and Financial Status

Using unique Swedish disclosure data from 2007 to 2012, this paper reports three important sets of findings with regard to the relationship between firms’ voluntary disclosure, external financing and financial status. First, financially strong firms disclose more than weaker ones. Second, firms that obtain new financing (equity or debt) disclose more than firms that do not. Third, the association between voluntary disclosure and financing events is stronger in financially weak firms. This last finding is new in the literature. Perhaps financially weak firms that obtain external funding have higher disclosure to counteract contracting and valuation problems in the financial markets.