Most loan contracts in the United States contain a provision for lender voting rules. We study the optimal voting rule that allows lenders to waive a covenant violation. When lenders have heterogeneous preferences, lenient voting rules increase the probability of waivers that allow inefficient investments. Stringent voting rules tend to allocate the marginal vote to lenders who deny waivers after false alarms so that they can renegotiate the loan to extract value from the firm, which incurs deadweight costs. In equilibrium, the optimal voting rule balances these two forces to improve contracting efficiency. We derive and empirically test comparative statics on how the optimal voting rule varies with lenders’ preferences and the borrower's accounting properties. Our model offers a rationale for the prevalent use of voting rule clauses in syndicated loan contracts.

We examine how removing user anonymity affects social media’s ability to generate value-relevant information for the stock market. Using a difference-in-differences design that exploits the differential timing of adopting real-name verification policies by the two most popular investment-related social media websites in China, we find that content on the treated site becomes significantly more informative about future stock returns and earnings after the policy takes effect. This effect is primarily driven by continuing users who post more actively in the pre-period. Although these users post less after the policy, the informational content of their posts increases, suggesting greater prudence in expressing opinions. Our results strengthen for firms that attract regulatory scrutiny. Overall, our study suggests that real-name verification policies can discipline internet users and potentially improve the informativeness of investment-related social media, particularly in emerging markets where retail investors predominate.

We use required 8-K filings around major borrowings to shed light on firms’ choices of whether to comply with SEC disclosure rules. Exploiting within-firm variation, we find that firms are more likely to hide loans with high spreads and tight financial covenants. We further find that firms appear to exploit the ambiguity of the definition of materiality, as they are more likely to selectively disclose (hide) “immaterial” loans when interest rates are low (high). Firms are less likely to hide loans when investors anticipate borrowing during asset acquisition, when firms are followed by more equity analysts or receive more investor attention, and when the firms’ stock prices are more volatile. Lastly, we provide evidence that the SEC does not rigorously enforce compliance with 8-K loan disclosures.