Did Regulation Fair Disclosure,SOX, and Other Analyst Regulations Reduce Security Mispricing?

Between 2000 and 2003 a series of disclosure and analyst regulations curbing abusive financial reporting and analyst behavior were enacted to strengthen the information environment of U.S. capital markets. We investigate whether these regulations reduced security mispricing and increased stock market efficiency. After the regulations, we find a significant reduction in short‐term stock price continuation following analyst forecast revisions and earnings announcements. The effect was more pronounced among higher information uncertainty firms, where we expect security valuation to be most sensitive to regulation. Analyst forecast accuracy also improved in these firms, consistent with reduced mispricing being due to an improved corporate information environment following the regulations. Our findings are robust to controls for time trends, trading activity, the financial crisis, analyst coverage, delistings, and changes in information uncertainty proxies. We find no concurrent effect among European firms and a regression discontinuity design supports our identification of a regulatory effect.     

表外披露性质解读及其启示:剩余控制权视角

本文从剩余控制权视角对表外披露进行解读:从信息生产和提供来看,经营者会计信息的剩余控制权更多地体现在表外披露信息上;从市场监管来看,表外披露规定体现了各国证券监管机构对证券市场的剩余监管权。这对理解现行财务报告模式及其发展有重要的意义。     

Corporate Disclosure as a Tacit Coordination Mechanism: Evidence from Cartel Enforcement Regulations

We empirically study how collusion in product markets affects firms' financial disclosure strategies. We find that after a rise in cartel enforcement, U.S. firms start sharing more detailed information in their financial disclosure about their customers, contracts, and products. This new information potentially benefits peers by helping to tacitly coordinate actions in product markets. Indeed, changes in disclosure are associated with higher future profitability. Our results highlight the potential conflict between securities and antitrust regulations.     

Uninvited U.S. Investors? Economic Consequences of Involuntary Cross‐Listings

We study the economic consequences of a recent Securities and Exchange Commission securities regulation change that grants foreign firms trading on the U.S. over‐the‐counter (OTC) market an automatic exemption from the reporting requirements of the 1934 Securities Act. We document that the number of voluntary (sponsored) OTC cross‐listings did not increase following the regulation change, suggesting that it did not achieve its intended purpose of increasing voluntary OTC cross‐listings through a reduction in compliance costs. We do find that the design of the regulation allowed financial intermediaries to create an unprecedented number of involuntary (unsponsored) OTC ADRs: 1,700 unsponsored ADR programs for 920 firms were created for companies that had previously chosen not to cross‐list in the United States. Our difference‐in‐differences analysis based on a matched sample approach documents that foreign firms forced into the U.S. capital markets experience a significant decrease in firm value, and we further show that the decrease in firm value is related to an increase in U.S. litigation risk. We also find that depositary banks’ propensity to involuntarily cross‐list firms is positively related to banks’ expected fee revenue, and that banks chose firms that incur high costs when involuntarily cross‐listed. Our results provide evidence that securities regulation can be exploited for private gain and result in costly unintended consequences.     

Contrasting Worldviews at Bank and Securities Market Regulators

Bank and securities regulators operate with different attitudes about the appropriate regulation of financial institutions and markets. Bank regulators’ prudential oversight protects depositors from worrying about the repayment of their bank claims. In contrast, securities market regulators tend to presume that security markets (almost) always clear quickly at prices close to the asset's fundamental value. These regulators seek to assure full disclosure of information, which facilitates active securities trading. In the United States, the Securities and Exchange Commission's (SEC) investor protection duties are tailored to the financial sophistication of individual investors.     

Escape from New York: The market impact of loosening disclosure requirements

We examine the first significant deregulation of U.S. disclosure requirements since the passage of the 1933/1934 Exchange and Securities Acts: the 2007 Securities and Exchange Commission (SEC) Rule 12h-6. Rule 12h-6 has made it easier for foreign firms to deregister with the SEC and thereby terminate their U.S. disclosure obligations. We show that the market reacted negatively to the announcement by the SEC that firms from countries with weak disclosure and governance regimes could more easily opt out of the stringent U.S. reporting and legal environment. We also find that since the rule's passage, an unprecedented number of firms have deregistered, and these firms often had been previous targets of U.S. class action securities lawsuits or SEC enforcement actions. Our findings suggest that shareholders of non-U.S firms place significant value on U.S. securities regulations, especially when the home country investor protections are weak.     

Keeping Watch! Recounting Twenty-Five Years of the Office of Chief Accountant, U.S. Securities and Exchange Commission, 1976–2001

This article adds to the literature of accounting regulation by providing background, including facts and circumstances relating to a quarter century of SEC activity preceding the events identified with the reshaping of the capital markets following the dot.com collapse and the attack on the World Trade Center, 11 September 2001. The subsequent collapse of Enron, the bankruptcy of Worldcom, the dissolution of Andersen, one of the Big Five accounting firms, and the passage in the United States of the Sarbanes-Oxley Act, collectively have ushered in a new era of public–private capital market relationships. This study provides guidance and outlines topics useful to future researchers undertaking assessments of regulatory policies and the individuals involved in their administration.
From 1976 to 2001 five individuals played a significant role in the development of the U.S. Securities and Exchange Commission's disclosure and reporting practices by virtue of their office and the collective influence of their views. A. Clarence Sampson (1976–87), Edmund Coulson (1988–91), Walter P. Schuetze (1992–95), Michael H. Sutton (1995–98) and Lynn E. Turner (1998–2001) directed accounting policy activities at the SEC during these years.     

创寻制度“乔布斯”(JOBS)红利——美国证券监管再平衡探析

JOBS法是继萨班斯-奥克斯利法、多德-弗兰克法之后,美国资本市场和公司证券领域又一部里程碑式的法律。其大幅修订了美国现行《证券法》、《证券交易法》等的相关规定:通过减轻各项法定义务、允许对注册表草稿秘密审议、放松对分析师参与的限制等为"新兴成长公司"重启美国资本市场;拓展或创设了三类发行注册豁免机制,包括"A+条例"、"汇群集资",大幅放松了对私募中广告或公开劝诱的禁止,从而便利中小型企业融资;分类调整了公众公司门槛,增强企业的灵活自主性。这些变化显示美国金融监管正在尝试寻求"抓大活小"的再平衡,促进创业与就业,并对我国实践带来启示。     

Enforced Standards Versus Evolution by General Acceptance: A Comparative Study of E-Commerce Privacy Disclosure and Practice in the United States and the United Kingdom

We present data on privacy practices in e‐commerce under the European Union's formal regulatory regime prevailing in the United Kingdom and compare it with the data from a previous study of U.S. practices that evolved in the absence of government laws or enforcement. The codification by the E.U. law, and the enforcement by the U.K. government, improves neither the disclosure nor the practice of e‐commerce privacy relative to the United States. Regulation in the United Kingdom also appears to stifle development of a market for Web assurance services. Both U.S. and U.K. consumers continue to be vulnerable to a small number of e‐commerce Web sites that spam their customers, ignoring the latter's expressed or implied preferences. These results raise important questions about finding a balance between enforced standards and conventions in financial reporting. In the second half of the 20th century, financial reporting has been characterized by both a preference for legislated standards and a lack of faith in its evolution as a body of social conventions. Evidence on whether this faith in standards over conventions is justified remains to be marshaled.     

Bank Capital and Risk: Is Voluntary Disclosure Enough?

This paper considers whether banks have an incentive to disclose accurate information concerning their risk and capital adequacy. State-of-the-art capital regulation relies on quantitative capital requirements, bank supervision, and public disclosure of information to the markets. Is voluntary regulatory disclosure of risk information sufficient to achieve policy objectives? The game-theoretic model of this paper suggests that voluntary disclosure can be usefully supplemented with other regulatory tools, in particular with direct supervision and financial market discipline.     

美国JOBS法案、资本市场变革与小企业成长

2012年4月5日,美国总统奥巴马签署JOBS法案,使之正式成为法律。该法案旨在通过适当放松管制,完善美国小型公司与资本市场的对接,鼓励和支持小型公司发展。本文详细介绍了JOBS法案的基本内容,全面分析法案出台后可能造成的影响,并就该法案对发展我国资本市场的启示和借鉴作用进行了深入的分析和思考。     

The Economics of Disclosure and Financial Reporting Regulation: Evidence and Suggestions for Future Research

This paper discusses the empirical literature on the economic consequences of disclosure and financial reporting regulation, drawing on U.S. and international evidence. Given the policy relevance of research on regulation, we highlight the challenges with (1) quantifying regulatory costs and benefits, (2) measuring disclosure and reporting outcomes, and (3) drawing causal inferences from regulatory studies. Next, we discuss empirical studies that link disclosure and reporting activities to firm‐specific and market‐wide economic outcomes. Understanding these links is important when evaluating regulation. We then synthesize the empirical evidence on the economic effects of disclosure regulation and reporting standards, including the evidence on International Financial Reporting Standards (IFRS) adoption. Several important conclusions emerge. We generally lack evidence on market‐wide effects and externalities from regulation, yet such evidence is central to the economic justification of regulation. Moreover, evidence on causal effects of disclosure and reporting regulation is still relatively rare. We also lack evidence on the real effects of such regulation. These limitations provide many research opportunities. We conclude with several specific suggestions for future research.     

Financial disclosure regulation and its critics

In February 1985, the Subcommittee on Oversight and Investigations of the House Energy and Commerce Committee began a series of hearings that may lead to a proposal to expand the Securities and Exchange Commission's (SEC's) disclosure regulations. This article presents a synthesis of a growing body of literature that questions the need for any such regulation. Three types of critiques are discussed: first, studies that have examined the historical process through which the SEC was formed; second, empirical studies that have analyzed the effects of regulated disclosure on the capital markets; and third, theoretical studies that have questioned the fundamental rationale for financial disclosure regulation. Following these critiques, brief consideration is given to the role of security analysts and to the financial disclosure implications of modern portfolio theory. Finally, two alternatives to conventional financial disclosure regulation are presented. The purpose of this article is to stimulate interest in a critical examination of the SEC's existing disclosure program by providing a basis for discussion and analysis of the issues and the evidence and by presenting some alternatives based on the experiences of other countries. It is directed toward intermediate accounting courses, graduate courses in accounting theory and policy and graduate courses in corporate financial reporting.     

Is Historical Cost Accounting a Panacea? Market Stress,Incentive Distortions,and Gains Trading

Accounting rules, through their interactions with capital regulations, affect financial institutions’ trading behavior. The insurance industry provides a laboratory to explore these interactions: life insurers have greater flexibility than property and casualty insurers to hold speculative‐grade assets at historical cost, and the degree to which life insurers recognize market values differs across U.S. states. During the financial crisis, insurers facing a lesser degree of market value recognition are less likely to sell downgraded asset‐backed securities. To improve their capital positions, these insurers disproportionately resort to gains trading, selectively selling otherwise unrelated bonds with high unrealized gains, transmitting shocks across markets.     

REGULATION OF FINANCIAL MARKETS: TOWARD A FOCUSED APPROACH

Regulation of financial markets arose in a simpler time when transactions were carried out face to face on an exchange floor or in a banker's office—when trading was localized and the variety of financial instruments was small. Today the task of regulators is much more difficult. Markets are global, trading takes place in cyberspace, and the variety of financial instruments is limitless.
The initial focus, and still the central concern, of our regulatory system is to ensure full corporate disclosure and transparency of trading markets. But regulation today goes far beyond disclosure requirements. The existing tendency to expand regulation to match the expanding financial markets is likely to be inefficient, unwieldy, and too costly, given the increased complexity and global nature of financial markets. A new approach and a new regulatory mindset are needed—one in which regulators aim to identify and provide only necessary regulation rather than simply continuing to expand regulatory oversight. Such a focused approach to regulation would separate what is regulated from what is not. Those aspects of banking that are essential to the integrity of the payments system would be regulated while other aspects would not. Some securities and derivatives markets would be regulated, while others would not. And market participants would be able to choose which markets to participate in. Given an ever-expanding financial system, such a focused approach to regulation is not only the most cost effective one—it is also likely to prove the only workable alternative to a system that is now under great pressure.     

Why regulate private firm disclosure and auditing?

Private firms face differing financial disclosure and auditing regulations around the world. In the US and Canada, for example, private firms are generally neither required to disclose their financial results nor have their financial statements audited. By contrast, many firms with limited liability in most other countries are required to file at least some financial information publicly and are also required to have their financial statements audited. This paper discusses and analyzes the reasons for differential financial reporting regulation of private firms. We first discuss various definitions of a private firm. Next, we examine theoretical arguments for regulating the financial reporting of these firms, particularly related to public disclosure and auditing. We then provide new survey-based evidence of firms’ and standard setters’ views of regulation. We conclude by identifying future research opportunities.     

Taper Tantrum and Emerging Equity Market Slumps

In the post-global financial crisis period, the central banks of the advanced economies pursued unconventional monetary policies, such as the United States (U.S.) Federal Reserve’s quantitative easing (QE). Those policies and their unwinding may significantly affect cross-border capital flows and thus destabilize the financial systems of emerging markets. For example, emerging markets experienced substantial financial instability during the taper tantrum triggered by U.S. Federal Reserve Chairman Ben Bernanke’s May 2013 announcement of the potential unwinding of QE. In this article, we examine the spillovers from the taper tantrum on emerging markets more rigorously by using econometric analysis to empirically assess the effect on equity markets in emerging markets. Our central finding that virtually all emerging-market equity markets were affected by the taper tantrum highlights the need for emerging-market authorities to remain vigilant about the effects of advanced-economy monetary policies on their financial stability.     

When financial markets work too well: A cautious case for a securities transactions tax

Unlike most major industrialized nations, the United States does not impose an excise tax on securities transactions. This article examines the desirability and feasibility of implementating a U.S. Securities Transfer Excise Tax (STET) directed at curbing excesses associated with short-term speculation and at raising revenue. We conclude that strong economic efficiency arguments can be made in support of a STET that throws sand into the gears, in James Tobin's (1982) phrase, of our excessively well-functioning financial markets. Such a tax would have the beneficial effects of curbing instability introduced by speculation, reducing the diversion of resources into the financial sector of the economy, and lengthening the horizons of corporate managers. The efficiency benefits derived from curbing speculation are likely to exceed any costs of reduced liquidity or increased costs of capital that come from taxing financial transactions more heavily. The examples of Japan and the United Kingdom suggest that a STET is administratively feasible and can be implemented without crippling the competitiveness of U.S. financial markets. A STET at a .5% rate could raise revenues of at least $10 billion annually.     

消费金融创新与监管:欧美经验、教训与启示

本文针对消费金融市场金融服务和产品不断创新化和复杂化的趋势以及消费者金融素养参差不齐的现状,从消费者、金融机构和监管部门三个角度分析目前消费金融市场的问题,综述近年来欧美颁布的重要消费金融监管政策和计划,涵盖信用卡借贷、抵押贷款再融资、贷款合同条款再协商、消费者保护等领域,详细阐述其实施的经济效果,以期为中国未来政策的制定提供有效参考。从发达国家消费金融监管的经验教训来看,应重视信息呈现方式的经济效果,完善披露制度,制定政策时需考虑同目标不同政策组合的合理性与可行性。     

Capital raising in the offshore market

US corporations can raise capital in the offshore market using Regulation S, adopted by the Securities and Exchange Commission (SEC) in 1990 and modified in 1996. We examine how offshore offerings are done under Regulation S, what types of companies use this market, the discount companies offer investors to compensate for illiquidity in the market, and the impact of the new disclosure requirements on capital raising in the offshore market. We find that small firms tend to raise capital in this market. During our sample period before the 1996 rule change the median market capitalization of reporting firms was $16.82 million with a median stock price of $1.13. The mean and median discount offered to foreign investors was 32.84% and 40.53%, respectively. Offerings during this period resulted in average share dilution of 11.97%. We find that before the disclosure requirements, firms were “gaming the system” by giving foreign investors just enough time to resell the securities back into the United States before the initial sale became public information. After the rule changes, Regulation S offerings are not perceived to be “shady”, and larger firms are now using the market, resulting in lower average discount and dilution.