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Press reports have indicated that firms frequently underprice restricted stock and employee stock options. I test for underpricing of stock and options.
Abstract
Purpose
Press reports have indicated that firms frequently underprice restricted stock and employee stock options. I test for underpricing of stock and options.
Design/methodology/approach
I examined a sample of 5,333 private firm stock and option issuances between 1985 and 2017. I tested for underpricing using two approaches: assuming investors have no special market-timing ability and assuming instead they have perfect market-timing ability.
Findings
I find evidence of widespread stock and option underpricing by private firms before they go public reflecting large discounts that exceed reasonable compensation for lack of marketability. Unreported underpricing is more frequent in the last pre-IPO private equity transactions that offer the last opportunity to give such discounts before the stock is publicly traded, but the discounts are greater in the earlier pre-IPO transactions where unreported discounts are presumably tougher for the SEC to detect. Underpricing is still detected even when the actual DLOMs are tested against a benchmark that assumes investors have perfect market-timing ability.
Research limitations/implications
Firms frequently underprice restricted stock and employee stock options. Firms tend to underprice stock options more frequently than restricted stock, but restricted stock tends to be priced at deeper discounts when recipients are assumed not to have any special market-timing ability.
Practical implications
Private firms issue restricted stock and options as incentive compensation. Lowballing the valuation transfers wealth from outside stockholders to employees/insiders. Wealth transfers take place through the issuance of equity claims to employees/insiders before firms go public. I found that more than a quarter of the DLOMs exceed the theoretical maximum by, on average, between 16% (median) and 20% (mean). This finding raises two questions worthy of investigation. First, to what extent do the frequency and magnitude of DLOMs above the theoretical maximum depend on whether a board of directors obtains an independent appraisal of a stock’s fair market value? Second, if DLOMs above the theoretical maximum are observed even when the stock is independently appraised, how do appraisers justify such large DLOMs?
Social implications
The wealth transfers that take place through the issuance of equity claims to employees/insiders before firms go public benefit employees/insiders at the expense of outside shareholders.
Originality/value
My paper is the first to furnish evidence of widespread stock and option underpricing by private firms before they go public; demonstrate that the unreported underpricing is more frequent in the last pre-IPO private equity transactions that offer the last opportunity to give such discounts before the stock is publicly traded and show that the discounts are greater in the earlier pre-IPO transactions where unreported discounts are presumably tougher for the SEC to detect.
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Brian Lam, Lina Z. Li, Byron Y. Song and Li Yao
This study aims to investigate the influence of social capital on firms’ business strategies, focusing on Miles and Snow (1978) dichotomy between “prospector” and “defender”…
Abstract
Purpose
This study aims to investigate the influence of social capital on firms’ business strategies, focusing on Miles and Snow (1978) dichotomy between “prospector” and “defender” strategies.
Design/methodology/approach
The authors perform multivariate regression analyses using a sample of US firms spanning the period from 1995 to 2021. The authors use a two-stage least squares model to alleviate endogeneity concerns and perform several cross-sectional tests and path analyses.
Findings
The authors find a significant and positive association between social capital and defender-type business strategies. Results from cross-sectional analyses reveal that this relationship is more pronounced in highly competitive product markets and among firms led by highly qualified CEOs. In addition, the authors find that CEO compensation mediates the effect of social capital on business strategy. Overall, the results suggest that low social capital regions foster prospector strategies due to managers’ self-maximizing incentives. Finally, the authors find that business strategy acts as a mediating factor, connecting social capital to firms’ financial reporting outcomes.
Social implications
In light of recent public concerns over declining social capital in major economies and the growing globalization and multiculturism in societies, the findings are of interest to policymakers and the wider society by highlighting the far-reaching implications of social capital on businesses and the capital market.
Originality/value
To the best of the authors’ knowledge, this study documents the first empirical evidence on the association between a society’s social capital and firms’ business strategies. The study contributes to the research on the determinants of a firm’s business strategy and extends the literature on the relationship between social capital and firm behavior.
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Yifan Zhan, Tian Xiao, Tiantian Zhang, Wai Kin Leung and Hing Kai Chan
This study examines whether common directors are guilty of contagion of corporate frauds from the customer side and, if so, how contagion occurs. Moreover, it explores a way to…
Abstract
Purpose
This study examines whether common directors are guilty of contagion of corporate frauds from the customer side and, if so, how contagion occurs. Moreover, it explores a way to mitigate it, which is the increased digital orientation of firms.
Design/methodology/approach
Secondary data analysis is applied in this paper. We extract supply chain relations from the China Stock Market and Account Research (CSMAR) database as well as corporate fraud data from the same database and the official website of the China Securities Regulatory Commission (CSRC). Digital orientations are estimated through text analysis. Poisson regression is conducted to examine the moderating effect of common directors and the moderated moderating effect of the firms’ digital orientations.
Findings
By analysing the 2,096 downstream relations from 2000 to 2021 in China, the study reveals that corporate frauds are contagious through supply chains, while only customers’ misconduct can contagion to upstream firms. The presence of common directors strengthens such supply chain contagion. Additionally, the digital orientation can mitigate the positive moderating effect of common directors on supply chain contagion.
Originality/value
This study highlights the importance of understanding supply chain contagion through corporate fraud by (1) emphasising the existence of the contagion effects of corporate frauds; (2) understanding the potential channel in the process of contagion; (3) considering how digital orientation can mitigate this contagion and (4) recognising that the effect of contagion comes only from the downstream, not from the upstream.
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Jacqueline Jarosz Wukich, Erica L. Neuman and Timothy J. Fogarty
Albeit gradual and uneven, the emergence of social and environmental reporting by publicly held corporations has been a major development in the last few decades. This paper aims…
Abstract
Purpose
Albeit gradual and uneven, the emergence of social and environmental reporting by publicly held corporations has been a major development in the last few decades. This paper aims to explore patterns of the emergence of these disclosures. Using an institutional theory lens, this paper considers mimetic, normative and coercive possibilities.
Design/methodology/approach
US publicly traded company data from 2013 to 2019 is used to test the hypotheses. Mimetic forces are proxied with corporate board interlock frequency. Normative ones use the extent of gender diversity on corporate boards. Measures of business climate and industry regulatory sensitivity proxy coercive potentiality.
Findings
Studied in isolation, each of the three forces through which organizations pursue the heightened legitimacy of enhanced environmental and social disclosures has credibility. The strongest support exists for mimetic and normative mechanisms, perhaps because the US government has been reluctant to make these expanded disclosures mandatory.
Research limitations/implications
In the world of voluntary action, more attention to diffusion is needed. For these purposes, better proxies will be needed to study change. Social and environmental information should be separated for individual analysis.
Practical implications
At least in the USA, companies are attentive to what other companies are doing. There is something to be said for the ethical dimension of corporate transparency.
Social implications
Governmental action in this area has not been effective, at current levels. Corporate leadership is essential. Critical information is shared about disclosure by board members.
Originality/value
Although institutional theory makes several appearances in this area, to the best of the authors’ knowledge, the current study is the first empirical archival study to examine the three forces simultaneously, providing evidence as to the relative magnitude of each institutional force on environmental and social disclosures. Should these disclosures not be mandated by government, this study shows pathways for enhanced disclosures to continue to spread.
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