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Are trading bans effective? Exchange regulation and corporate insider transactions around earnings announcements

Journal of Corporate Finance 2002 8(4), 393-410
There is considerable controversy on the role of corporate insider trading in the financial markets. However, there appears to be a consensus view that some form of regulation concerning their activities should be imposed. One such constraint involves a trading ban in periods when corporate insiders are expected to be advantaged vis-à-vis the information flow. This paper directly tests whether constraints of this kind are effective in curtailing insider activity through a study of the trading characteristics of UK company directors. The London Stock Exchange Model Code (1977) imposes a two-month close period prior to company earnings announcements. We find that although the close period affects the timing of director trades, it is unable to affect their performance or distribution. Directors consistently earn abnormal returns irrespective of the period in which they trade. They tend to buy after abnormally bad earnings news and sell after abnormally good earnings news. Moreover, there are systematic differences in the trading patterns of directors surrounding interim and final earnings announcements. It appears that many corporate insiders have private information and exploit this in their trading activities. As a result, one can conclude that trading bans do not impose significant opportunity costs on the trading of corporate insiders.

A model of complex equity funding for contingent acquisitions – a case study of non-interest bearing convertible unsecured loan stock

Journal of Corporate Finance 1998 4(2), 133-152
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.

Financing, fire sales, and the stockholder wealth effects of asset divestiture announcements

Journal of Corporate Finance 2018 50, 323-348 open access
We examine the impact of financial distress conditions at the individual firm level, the operating industry level, and economy-wide, on the stock price reaction to divestment announcements. This allows us to isolate distinct fire sale and financing theoretical explanations of asset divestments. We find that abnormal returns are significantly lower when firms divest assets during periods of industry-wide distress. During these periods the natural buyers of the divested assets are likely to have liquidity constraints, and so selling firms receive a lower price (Shleifer and Vishny, 1992). Fire sale effects from divestments are driven by financially constrained firms, firms selling core assets, small firms, and increase with deal size. We find some support for the financing explanation of the stock price response to divestments during periods of overlapping firm-level and economy-wide financial distress conditions, suggesting that divesting assets reduce the expected value of bankruptcy costs for selling firms under these conditions.

Do banks really monitor? Evidence from CEO succession decisions

Journal of Banking & Finance 2014 46, 118-131 open access
We demonstrate that banks play an important monitoring role in CEO succession that is not observed for other types of lenders, particularly public bondholders. There is a stronger relation between cash flow performance and forced CEO turnover for firms issuing bank debt during the year of CEO turnover than for firms not issuing bank debt, and bank debt issuance increases the likelihood of external CEO succession. The stock price reaction to CEO succession is higher when bank monitoring is prevalent. Our results are consistent with theories of relationship banking that propose a valuable monitoring role for well informed, incentivized bank lenders.

Do corporate lawyers matter? Evidence from patents

Journal of Corporate Finance 2023 83, 102473 open access
Patent attorneys are responsible for obtaining patents that bring the highest expected profits for their corporate clients. We investigate the role of patent attorney capability in determining the value of corporate patents. We find that a one standard deviation increase in legal expertise leads to a 0.04% rise in patents' market valuation and a 3% increase in citations. This finding holds irrespective of the number of patents obtained by patent attorneys to date (process experience). To establish causality, we exploit a novel shock: the opening of new regional patent offices in the US; and changes in a firm's patent attorney. Overall, we find that capable patent attorneys matter as they increase both the economic and technological value of corporate patents.

Mimicking insider trades

Journal of Corporate Finance 2021 68, 101940 open access
We examine whether outside investors mimic insider trades by analyzing the daily transactions of foreign institutional investors (FII) in the Indian emerging market. We find that the value relevance of insiders' opportunistic buy trades is much higher in our context relative to that reported for developed markets. More importantly, we find that FII mimic opportunistic buy trades, which is more pronounced for firms that are informationally more opaque or have lower corporate governance quality. A long-short strategy based on FII's transactions after opportunistic trades generates an additional abnormal return of approximately 29% annually, compared to transactions based on routines trades.

Corporate governance reform and risk-taking: Evidence from a quasi-natural experiment in an emerging market

Journal of Corporate Finance 2020 61, 101396 open access
Existing studies suggest that stricter Corporate Governance Reform (CGR) reduces corporate risk-taking, primarily due to higher compliance costs and expanded liabilities of insiders or managers. We revisit the relationship between CGR and risk-taking in an emerging market set-up characterized by weaker market forces of corporate scrutiny and greater insider ownership, which encourages firms to pursue investment conservatism. Using a quasi-natural experiment, we find that stricter CGR leads to greater corporate risk-taking. We further show that risk-taking is an important channel through which CGR enhances firm value. Our findings support the view that stricter CGR can have a positive effect on corporate risk-taking and corporate investment decisions in an evolving regulatory environment.

Do investors flip less in bookbuilding than in auction IPOs?

Journal of Corporate Finance 2017 47, 253-268
Using a regime change setting, this paper examines whether investors flip less in bookbuilding than in auction initial public offerings (IPOs). Based on bookbuilding theory, we posit that the ability to control allocation flexibility in the bookbuilding mechanism should enable underwriters to avoid flippers and target long-term investors. Consistent with this prediction, we find that both frequent and non-frequent investors flip significantly less in bookbuilding IPOs. We also find that the influence of underwriter reputation is stronger in the bookbuilding regime, with frequent investors flipping considerably less in IPOs that are managed by high reputation underwriters in bookbuilding IPOs compared to auction IPOs. The results highlight the benefits of allocation discretion, which allows underwriters to influence investors' behavior as well as use non-bid information in the IPO process. Finally, we examine the implications of flipping and find that although flipping increases liquidity, it contributes to stock price volatility and causes downward pressure on the stock price.

Mandatory corporate social responsibility and foreign institutional investor preferences

Journal of Corporate Finance 2022 76, 102261 open access
This study examines whether the heterogeneity among foreign institutional investors (FIIs) matters when investing in socially responsible investee firms. Exploiting a mandated corporate social responsibility (CSR) regulation in India and using manually collected CSR expenditure data, the results of a quasi-natural experiment confirm that firms that comply with the CSR mandate attract greater investment from FIIs. This positive nexus holds for both existing and new FIIs. However, the heterogeneity of FIIs plays a significant moderating role because FIIs from civil law origin countries and those considered independent and long-term investors invest more in mandated CSR firms.