Knowledge that Transforms

We present a dynamic model of information acquisition and disclosure. The manager seeks to maximize future stock prices and collects information privately about the firm's fundamentals. Information acquisition increases the arrival rate of private information. The manager can choose to disclose his private information or withhold it in perpetuity. We study the impact of information acquisition on the accumulation of private information, disclosure, and the firm's initial investment.

A significant portion of a merger's purchase price is allocated to goodwill. Currently, goodwill is not amortized but rather tested annually for impairment. When managers of acquiring firms care about earnings, goodwill's accounting treatment can have large effects on future earnings and may influence how much a manager will bid for a target company. We quantify the effects of goodwill accounting by estimating a structural model of corporate takeovers. Our estimates suggest accrual accounting increases buyout premia by an average of approximately 11 percentage points. If firms needed to amortize goodwill over 10 years, we estimate premia would reduce by 4.9 percentage points and M&A volume would shrink by 4.1% or $67 billion per year. Furthermore, the fraction of private equity acquirers would increase by 6.9 percentage points, shifting control over productive assets to the private and financial sector. Our results suggest the accounting treatment for goodwill has a meaningful effect on the market for corporate control.

Using a large sample of U.S. commercial banks from 1994 to 2019, we find that loan fair values are highly relevant for depositor decision making. A one‐standard‐deviation decrease in loan fair value performance is associated with more than 10% lower uninsured deposit flows than the sample average. Information in fair values about loan credit quality is quite limited and cannot account for the bulk of the relevance. Instead, consistent with models of bank fragility, the relevance seems to stem more from information on the decline in loan liquidation values, triggering panic‐based withdrawals motivated by (self‐fulfilling) expectations of withdrawals by other depositors. The findings inform the cost‐benefit tradeoff of reporting loan fair values.

We examine the effect of the Securities and Exchange Commission's (SEC) regulatory oversight on private debt contracting outcomes, using the signing of the multilateral memorandum of understanding (MMoU) as a natural experiment. The MMoU enables the SEC to take stricter punitive actions against wealth expropriation by cross‐listed firms’ insiders and enforce better compliance with applicable rules and regulations. We find that enhanced SEC oversight in the post‐MMoU regime lowers loan spreads by 36 basis points, thus saving an average cross‐listed firm approximately $9 million in direct loan costs over the life of a bank loan. Cross‐sectional analyses show that the effect is more pronounced for borrowers from countries with weaker institutions, borrowers with greater accounting discretion, and for loans arranged by top lenders or loans not secured by collateral. Conversely, the effect is less pronounced for borrowers who use IFRS or when the SEC faces greater budgetary constraints. Enhanced SEC oversight also leads to an increase in loan maturity and a decrease in financial covenants. Our evidence suggests that while the SEC's primary mandate is to protect public equity and bond investors, its supervision yields substantial borrowing cost savings and more lenient nonprice loan terms in the private debt markets as well.

Audit theory and regulation assumes that auditors’ commercial motivation threatens audit quality. In this registered report, we use data from two Big Four firms in the Netherlands and provide empirical evidence on the relation between auditors’ commercial motivation and (1) compensation, (2) total audit effort, and (3) audit quality. We proxy commercial motivation as the time that individual auditors report allocating to commercial activities. We hypothesize that auditors’ commercial effort is positively related to compensation and we find mixed support. Next, we hypothesize that auditors’ commercial effort is negatively related to the audit effort but we find no support. Turning to audit quality, we hypothesize a negative direct relation between auditors’ commercial effort and audit quality but we find no support. We also predict a positive indirect relation in which auditors’ commercial effort increases quality control reliance leading to higher audit quality. We find some support for this hypothesis but only when we use technical consultations to proxy for quality control. Auditors with greater commercial effort maintain quality because they rely more on technical consultations. In sum, our study challenges the assumption that auditors’ commercial effort threatens audit quality and questions the need for additional regulation to constrain commercial motivation.

We examine the impact of technological competition on voluntary innovation disclosure around the enactment of the Leahy–Smith America Invents Act of 2011 (“AIA”). The AIA moves the US patent system from the first‐to‐invent to first‐inventor‐to‐file system and induces a patent race that increases technological competition. Firms that are slow to file a patent are disadvantaged in this race. We find that focal firms with lagging patent classes strategically increase scientific publications in their lagging technology areas in an attempt to block competitors from obtaining a patent. This effect is more pronounced in technology areas where the firm has better information about their relative competitive position (proxied by greater inventor mobility), in technology classes with constraints on increasing patent filing timeliness (proxied by fewer experienced attorneys), and areas characterized by more intense competition. We find that the peers of firms with lagging classes experience greater patent filing rejections for lack of novelty and obviousness reasons after the AIA, suggesting that strategic scientific disclosure is effective.

This paper examines why private firms choose to be financially transparent or opaque by conducting a field experiment with more than 25,000 firms in Germany. We inform a randomly chosen set of firms about a disclosure option that allows eligible firms to restrict access to their otherwise publicly available financial statements. We also vary the messaging in subtle ways to induce experimental variation in the probability that firms take transacting (capital providers or customers and suppliers) versus non‐transacting stakeholders (competitors or general interest parties) into consideration when making their filing decision. Based on each firm's actual filing decision, we find that treated firms are 15% more likely to restrict access to their financial statements. This intention‐to‐treat effect is persistent and concentrated among firms that should derive lower net benefits from disclosure (smaller, more mature firms in less capital‐intensive industries). These findings indicate that informational constraints affect firms’ disclosure practice. Additionally, we show that the treatment effect is almost 40% larger for firms that have a higher, exogenously induced, probability of considering non‐transacting stakeholders when making their disclosure decision. By analyzing subsequent firm activity and complementary survey evidence, we also provide suggestive evidence that disclosure requirements put an undue burden on very small private firms.

We examine if the effectiveness of business tax subsidies varies based on state disclosure laws. The prior accounting literature on government disclosure documents substantial variation in the quality of such disclosures, raising questions about their effectiveness for monitoring. State and local business subsidies for investment and employment have tripled in size over the past 30 years, but transparency problems inhibit clear assessments of whether subsidies achieve their intended outcomes. We examine both internal disclosure laws, which mandate subsidy reporting by the granting state agency to other state oversight agencies, and external disclosure laws, which mandate reporting to the public. We find positive effects of subsidies on local employment when subsidies are subject to internal disclosure laws; by implementing such regimes, governments could forego 1.2–1.7 subsequent subsidies per county, saving 419.0–593.5 million in aggregate. In contrast, we observe little effect of external disclosure, which we show is due to governments either substituting to other types of incentives or posting stale information that impedes public monitoring. We contribute to the government disclosure literature by demonstrating the real employment effects of internal government disclosures, and we provide policy‐relevant evidence about the conditions under which external disclosure regimes facilitate public monitoring.

Substantial evidence suggests that regulatory agencies in the United States can be captured by the politicians who oversee them. We provide novel evidence of a federal agency in which capture is limited: the United States Patent and Trademark Office. Although patent applications from politically connected applicants are slightly more likely to be approved despite being of lower ex post quality, additional analyses suggest these outcomes are not indicative of capture. In particular, the disclosure quality of connected patents' legal claims increases more than unconnected patents during the review process, narrowing the scope of the patents and constraining the intellectual property rights. Furthermore, connected patents are no more likely than others to be litigated ex post, suggesting these patent grants are not spurious. Our findings provide insights into how the design of a regulator can limit the benefits that accrue to politically connected firms.

Technology acquirers face significant information asymmetry when identifying appropriate acquisition targets. We exploit plausibly exogenous variation in the costs of gathering technological information as the result of patent library openings. We find that, after local patent libraries open, firms become more active in technological acquisitions, acquirers prefer targets that are geographically or technologically close to a lesser extent, completion rates for technology M&A increase, and performance improves. Post‐merger innovation output is enhanced through more collaboration between inventors of acquirers and their targets. Overall, our study sheds new light on the importance of information‐gathering costs in corporate takeovers and on the search for human capital synergies.