This study examines the impact of the presence of institutional dual‐holders, whose portfolios hold both loans and equity securities of the same firms, on those firms' voluntary disclosures. Using mergers between institutional shareholders and lenders to the same firms as exogenous shocks to identify firms with institutional dual‐holders that have high relative equity ownership, we document that such firms are less likely to provide management forecasts and disclose fewer voluntary 8‐K items. In cross‐sectional analyses, we find that the reduction in voluntary disclosures is more pronounced when institutional dual‐holders have higher board representation and when firms have lower litigation risk. In addition, we find that firms with institutional dual‐holders provide more private disclosures to their lenders via loan contract covenants. Additional analyses indicate that the impact of institutional dual‐holders on corporate disclosures is driven by both their monitoring and trading incentives.

We examine whether restricting managers' discretion through GAAP impacts the usefulness of accounting information in debt contracting. Our study informs standard setters and regulators regarding the debt contracting implications of limiting managers' discretion via accounting standards. We predict and find that under more restrictive standards, lenders make more non‐GAAP modifications to GAAP‐based performance measures, suggesting that restrictions of managers' discretion reduce the usefulness of accounting information. We perform two additional analyses to enhance identification. First, in line‐item‐level analysis, we document a positive relation between the exclusion of specific nonrecurring items from contractual definitions of earnings and the number of restrictions in the GAAP standards that apply to each specific item each year. Second, using difference‐in‐differences tests around standard changes, we find that the propensity to exclude items varies positively with changes in the restrictiveness of related standards. Moreover, we predict and find that restrictive standards are also positively associated with loan spreads but significantly less so when lenders adjust GAAP numbers in loan contracts. Overall, this study improves our understanding of how attributes of accounting standards impact the usefulness of accounting information.

The SEC's Disclosure Effectiveness Initiative (December 2013) highlights a difference between accounting regulators and academics in their perceptions of Item 1A risk factor disclosure effectiveness. Because most academic evidence relies on pre‐financial crisis data, we compare changes in risk factor disclosure informativeness before and after the crisis as a possible explanation for this disconnect. We further explore this discrepancy by considering (i) three classes of market participants, (ii) new, discontinued, and repeated disclosures, and (iii) nonmarket outcomes. Our results confirm previous findings but indicate that those results no longer hold in the subsequent period. Specifically, we find that although equity, option, and bond markets react to unexpected risk factor disclosures in the period leading up to the financial crisis (2006–2008), the market reactions decline significantly in the post‐crisis period (2009–2014). Perhaps surprisingly, the documented changes in informativeness are not driven by disclosures repeated from one year to the next but instead result from new disclosures initiated in the current year and, in the option and debt markets, also from disclosures discontinued from the previous year. Finally, using the Altman Z ‐score as an objective bankruptcy risk measure, we find that the association between risk factor disclosures and companies’ future bankruptcy risk declines significantly in the post financial crisis period. Taken together, these findings contribute to the current disclosure effectiveness debate by highlighting that risk factor disclosures, which were informative in the preceding period, become less reflective of the underlying economic risks and thus less informative to investors in the post‐crisis period. La déclaration des facteurs de risque est‐elle toujours pertinente ? Données tirées des réactions du marché à la déclaration des facteurs de risque avant et après la crise financière

Using a large sample of debt contracts, we study the determinants of excluding nonrecurring items from covenant calculations. We investigate this choice across firms, across items, and through time. We find that nonrecurring items are more likely to be excluded when the agency costs of debt are higher and less likely to be excluded when they predict borrowers' performance. Our evidence further suggests that the interplay between agency costs and nonrecurring items' predictive ability affects the decision to exclude these items from covenant computations. Finally, when examining the exclusion by different nonrecurring item types, we find confirmatory evidence that the probability of exclusion decreases with the predictive ability for borrowers' future performance of major nonrecurring item types. Overall, our research extends the literature on the determinants of contract design and improves understanding of the usefulness of accounting information in debt contracting.

This study investigates the adoption and implications of Accounting Standards Codification (ASC) 842 lease accounting standards in private loan contracts. Analyzing a comprehensive sample of material loan contracts from 2011 to 2023, we document a pervasive reluctance to adopt ASC 842. Specifically, we find that for loans issued prior to, but maturing after, the standard effective date, only 41% of loans adopt the standard. For loans issued after the standard effective date, only 46% of loans adopt the standard. Our determinants analyses reveal that for loans issued prior to the effective date, the reluctance to adopt ASC 842 is associated with (1) a preference for using consistent lease classifications over time, (2) concerns about borrower opportunism, and (3) the costs of negotiating or renegotiating lease‐related loan terms within lending syndicates. In contrast, for loans issued after the effective date, only negotiation costs are associated with the reluctance to adopt. Our findings suggest that the costs of adopting ASC 842 in private loan contracts often outweigh the benefits and that contracting parties prefer a stable accounting standard environment.