Knowledge that Transforms

This paper examines empirically the effects of domicile and SEC registration and reporting requirements on information asymmetry. We compare the adverse-selection component of the relative bid–ask spread (our measure of information asymmetry) for three samples of Nasdaq NMS companies that trade in different home markets and are subject to different standards of disclosure: registered U.S. companies, registered non-Canadian foreign companies, and unregistered non-Canadian foreign companies covered by the information-supplying exemption of the Securities and Exchange Act of 1934. We find that the adverse-selection component is not significantly larger for the two foreign samples, and it is not reliably different for the registered and unregistered foreign samples. Therefore, we are unable to document that less stringent SEC registration and reporting requirements for foreign companies are associated with greater information asymmetry among investors for non-U.S. securities traded on Nasdaq.

We examine operating performance and ownership of joint venture and wholly-owned merchant banks operating in Singapore from the formation of the industry to its maturity. For our sample, joint ventures dominated wholly-owned banks as an organizational form only within the first six years of the industry's life, when there were opportunities for organizational learning and risk sharing by venture partners. Thereafter, new banks were typically wholly-owned subsidiaries and 71% of surviving joint ventures switched to wholly-owned status. Despite their higher mortality rates, we find no evidence of lower performance for joint ventures.

This paper applies options theory to the model of equilibrium credit rationing developed by [Stiglitz, J.E., Weiss, A., 1981. Credit rationing in markets with imperfect information, American Economic Review, 71, 727–752.] by noticing that, given a standard debt contract and limited liability, the payoffs to the lender and the borrower when a loan is made involve a put and call option respectively. Information asymmetry is modelled using stochastic volatility option pricing methods. There are three advantages to the options approach. First, the well-known comparative statics of option pricing provide an alternative and immediate proof for many of Stiglitz and Weiss' results. Secondly, the framework accommodates several theoretical extensions to the basic results. Finally, the approach allows an assessment of the empirical significance of equilibrium credit rationing, since the model is easily parameterised. Simulations of the model suggest that rationing is unlikely to be significant at the collateral levels observed in the U.S and U.K. small commercial loan market.

This paper examines the role that organization structure and contract design played in resolving economic and political problems that arose during Germany's privatization process. We find that German officials structured organizations and contracts in a way that made credible the government's commitment to rapid privatization. This credibility served to protect the process from political and social opposition. In addition, it enabled Germany to attract talented private sector managers to its privatization effort. This began with the establishment of an independent privatization agency, the Treuhand. It culminated with the creation of another set of independent organizations called Management KGs, to which the Treuhand outsourced part of its restructuring, management and privatization work.

Unlike other investments in the U.S., research and development budgets are not depreciated but expensed. Thus, pre-tax reported earnings fluctuate dollar-for-dollar with changes in R&D budgets. Because executives know more about the firm than outsiders, they may adjust R&D budgets in order to manage accounting earnings and stock prices. Discretionary changes in R&D may also reflect managerial incentives, taxes, and free cash flow. We study a panel of 100 U.S. companies with large R&D budgets for the decade between 1977 and 1986. On average, R&D budget adjustments reduce the anticipated gap between analysts' earnings forecasts and reported income. In the cross-section of firms, more gap closure is associated with high trading volume and high business risk. Less earnings management occurs if the CEO and institutional investors own an important fraction of the shares.

Equity finance, raised through a rights issue, is a popular method for funding acquisitions in UK. Acquisitions are often contingent on a number of external factors. This paper uses a binomial asset pricing model to examine the effects on the share price of a company that undertakes an equity rights issue to fund a contingent acquisition. We consider a new equity rights issue instrument called a non-interest bearing convertible unsecured loan stock (NICULS), specifically designed to deal with contingent acquisitions. We develop our model in two stages. First, we assume perfect foresight on behalf of the issuing company and investors and, secondly, we develop a model that relaxes these restrictive assumptions, called a NICULS model. Our preliminary findings based on a case study show that there is a dip in the share price over and above that expected by the dilution effect of the increased number of shares. We interpret this either as a natural consequence of the market's evaluation of the value of the investments for which the funds were raised or as a signal imparted by the company about the future investment opportunities of the company. We have also found that the market's expectation of the success of the acquisition attempt has a direct and significant effect on the observed dip in the share price.

Using a sample of 986 convertible bond issuers of U.S. operating companies during 1975–1990, we document poor stock and operating performance in the years following the offering. The underperformance of stock returns cannot be explained by new issues activity (recent initial public offerings (IPOs) or seasoned equity offerings (SEOs)) or the level of the proceeds. Concurrent with the low subsequent stock returns, we document a rapid decline in the operating performance of the issuers following the offering. Profit margin and return on assets for the issuers are approximately halved in the four years after the convertible bond issue.

We examine the use of dual class stock in Australian second board firms at the time of going public. This setting provides a more powerful test of claims that departures from the `one-share one-vote' rule are a response to incentive problems created when maximizing firm value requires significant commitments of firm specific human capital. We find, relative to a control group, that dual class firms have a higher proportion of their value determined by the expected realization of growth options rather than assets-in-place. Although our conclusions must be tempered by the qualitative nature of much of the evidence, the value of these growth opportunities appears to be highly dependent on the human capital of the founding shareholders. The absence of substitute governance mechanisms further supports the view that insider control is an efficient organizational arrangement for these firms, as does the absence of longer term differences in performance relative to control firms. While dual class stock clearly entrenches insiders, we identify a variety of mechanisms (contractual, institutional and personal) which help to ensure that if control changes occur then any gains are shared equally by both classes of stockholder.

This study examines make or buy decisions for 196 hospitals in the United States using transaction costs as the basis for analysis. We examine the potential effects of quality and economies of scale on these decisions. We find evidence to support the view that transaction costs, quality and economies of scale play an important role in the integration decision and that this role depends on whether the transaction is industry-specific or generic in nature. This study examines the contracting choices of many firms across multiple transactions with a significantly larger data set than previous work in the area.

Data on selling by venture capitalists during the IPOs of their portfolio companies are used to examine the relation between insider selling decisions and reputation. We hypothesize that, in deciding whether to sell, venture capitalists balance the costs of continued managerial/monitoring involvement against the adverse reaction to selling. Further, they facilitate unwinding of investment positions by developing reputations for not selling overpriced shares. Evidence on the timing of IPOs and selling decisions of venture capitalists confirms the importance of reputation as a determinant of the organization of the venture capital market and as a factor affecting insider selling decisions.