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1 – 10 of 656W. Hardy Callcott, Elizabeth H. Baird, Timothy C. Foley and Paul M. Tyrrell
The aim is to explain certain disclosure and other obligations of municipal securities dealers when they act as underwriters to municipal securities issuers, as contained in a…
Abstract
Purpose
The aim is to explain certain disclosure and other obligations of municipal securities dealers when they act as underwriters to municipal securities issuers, as contained in a Municipal Securities Rulemaking Board interpretive notice regarding MSRB Rule G‐17, approved by the Securities and Exchange Commission on May 4, 2012.
Design/methodology/approach
The paper explains the basic fair dealing principle; required disclosure by an underwriter; timing, manner, acknowledgement, and substance of disclosures; guidance concerning the role and compensation of the underwriter; disclosures of other conflicts; disclosures required in the case of complex financing structures; guidance concerning underwriter compensation and new issuance pricing; requirements for underwriters to honor retail order periods; and guidance on dealer payments to issuer personnel.
Findings
Although most underwriters have always viewed themselves as having a duty of fair dealing to municipal issuers, the MSRB's notice will require underwriters to formalize their procedures. Underwriters will have to develop mandatory disclosures, checklists of potential conflict disclosures, and procedures for receiving written acknowledgments. They will need to rethink how they approach complex financings.
Originality/value
The paper provides practical guidance from experienced securities lawyers.
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Yulianti Abbas and Craig L. Johnson
This paper analyzes the impact of increased federal regulatory enforcement from the SEC's Municipalities Continuing Disclosure Cooperation (MCDC) initiative on municipal debt…
Abstract
Purpose
This paper analyzes the impact of increased federal regulatory enforcement from the SEC's Municipalities Continuing Disclosure Cooperation (MCDC) initiative on municipal debt issuers continuing disclosure practices.
Design/methodology/approach
We analyze the changes in continuing disclosure practices by estimating a series of difference-in-differences regressions based on variables representing issuers' changes in regulatory risk after the MCDC. The continuing disclosure data are hand-collected for 827 cities over a seven-year period.
Findings
The empirical findings indicate that increased regulatory enforcement has a significant impact on continuing disclosure compliance. We find increased enforcement has no impact on issuers that already have a higher probability of being monitored by federal regulators. We also find that an increase in continuing disclosure compliance does not automatically increase continuing disclosure timeliness.
Practical implications
The MCDC lacks monetary penalties for noncompliant bond issuers and no direct regulatory consequences exist for untimely disclosure. Our findings suggest that regulatory enforcement should be followed by adequate sanctions to emphasize the credibility of the enforcement threat and the SEC should consider requiring bond issuers to commit to the timely disclosure of significant information in offering documents.
Originality/value
This paper extends prior studies by analyzing regulatory risk in the market, and the ability of regulation to reduce disclosure compliance deficiencies in the municipal market. By focusing on the MCDC, this study is able to disentangle the impact of regulatory enforcement from the changes in accounting regulation.
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Chui Zi Ong, Rasidah Mohd-Rashid, Waqas Mehmood and Ahmad Hakimi Tajuddin
This paper aimed to explore the effect of a regulatory change pertaining to earnings forecasts disclosure from a mandatory to a voluntary regime on the valuation of Malaysian…
Abstract
Purpose
This paper aimed to explore the effect of a regulatory change pertaining to earnings forecasts disclosure from a mandatory to a voluntary regime on the valuation of Malaysian initial public offerings (IPOs).
Design/methodology/approach
The study employed ordinary least square (OLS) regression and quantile regression to analyse the impact of disclosure of earnings forecasts regulation on the valuation of IPOs which comprised 458 IPOs reported for the period 2000–2017 on Bursa Malaysia.
Findings
This paper revealed that the regulatory change in forecasted earnings disclosure from a mandatory to a voluntary regime, effective from 1 February 2008, had a negative impact on the valuation of IPOs. The regime change did not improve the transparency of firms issuing IPOs. In fact, the absence of forecasted earnings information in most IPO prospectuses caused ex ante uncertainties to increase. Voluntary disclosure, however, had a significant positive relationship with the valuation of the IPOs issued during the global financial crisis period (2008–2010). Firms concealed their poor qualities by excluding forecasted earnings information from their prospectuses in order to have a fair valuation.
Practical implications
The findings may be used by policymakers as guidance in improving the existing regulation regarding the disclosure of forecasted earnings.
Originality/value
This paper provides new insight on the effect of a regulatory change pertaining to earnings forecasts disclosure from a mandatory to a voluntary regime on the valuation of Malaysian IPOs. It also provides evidence that the regulatory change of earnings forecast disclosure affects the IPOs' values listed during the global financial crisis period.
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Azwan Abdul Rashid, Muhd Kamil Ibrahim, Radiah Othman and Kok Fong See
This study aims to investigate the factors influencing the disclosure of intellectual capital (IC) information in the Malaysian initial public offering (IPO) prospectus using…
Abstract
Purpose
This study aims to investigate the factors influencing the disclosure of intellectual capital (IC) information in the Malaysian initial public offering (IPO) prospectus using multiple regression analysis.
Design/methodology/approach
The sample consists of 130 companies in the technology and industrial products sectors of Bursa Malaysia that went through an IPO between 2004 and 2008. Initially, the extent of the IC disclosure index is quantified using content analysis methodology. The multiple regression analysis is then used to examine the associations of nine potential explanatory variables with IC disclosure level.
Findings
In general, the results provide evidence that board size, board independence, age, leverage, underwriter and listing board significantly influence the extent of IC disclosure in an IPO prospectus. Nonetheless, the effect of each explanatory variable may vary in each estimated parameter of the multiple regression models. Three variables, board diversity, size and auditor, were not significant.
Originality/value
Although many studies have examined the content of and reasons for IC disclosures, this study provides empirical evidence in this specific area, i.e. to explore the determinants of IC disclosure, particularly from the perspective of IPO prospectuses, in emerging countries such as Malaysia.
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This study aims to investigate whether underwriters exercise their allocation discretion to offer favorable discounts to institutional investors.
Abstract
Purpose
This study aims to investigate whether underwriters exercise their allocation discretion to offer favorable discounts to institutional investors.
Design/methodology/approach
The research covers 173 offerings at Borsa Istanbul between 2010 and September 2021. Two hypotheses related to allocation discretion are developed and tested by means of probit, ordinary least squares and two-stage least squares regressions. Heckman selection regressions are used for robustness tests.
Findings
Allocation discretion is catered toward institutional investors who account for more than 56% of all initial allocations adjusted by gross proceeds. Close to 84% of all gross proceeds come from offerings that allocation discretion is exercised. These discretionary offerings are sold with larger price discounts, yet provide lower initial returns, while evidence points to reallocation to retail investors due to weak demand from institutional investors.
Research limitations/implications
Despite using the population of firms in the research period, the sample size is small relative to more developed markets. The research period cannot be extended because allocation discretion is allowed in 2010.
Practical implications
The research highlights the importance of institutional and foreign investors to the equity markets. This issue is relevant due to the ongoing flight of foreign investors from emerging economies and the increasing participation of small investors in the stock markets.
Social implications
The study cautions retail investors against greater (re)allocations by underwriters who may seek to compensate for the loss of their foreign investor base and urges policymakers to regain foreign investors.
Originality/value
To the best of the authors’ knowledge, this is the first research paper to use actual discounts disclosed in the prospectus to test the predictions related to allocation discretion. The study also contributes to the emerging markets literature by documenting allocation practices of the Turkish underwriters for the first time.
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College savings plans established and maintained by states as “qualified tuition programs” under Section 529 of the Internal Revenue Code, as amended, are increasingly popular…
Abstract
College savings plans established and maintained by states as “qualified tuition programs” under Section 529 of the Internal Revenue Code, as amended, are increasingly popular vehicles for accumulating savings on a tax‐advantaged basis to pay college expenses. All states and the District of Columbia currently offer, or soon will offer, these so‐called 529 college savings plans. Although structurally quite similar to registered mutual funds or “funds of funds” subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”), 529 college savings plans raise unique securities law issues as a result of their being state investment programs. This article outlines the general framework of the federal securities law treatment of investments in 529 college savings plans and then explores in greater depth the basic disclosure issues that broker‐dealers face when marketing 529 college savings plans to customers.
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The purpose of this paper is to explore the reasons for the high‐frequency switches of lead underwriters by Chinese listed companies in their seasoned equity offerings. It…
Abstract
Purpose
The purpose of this paper is to explore the reasons for the high‐frequency switches of lead underwriters by Chinese listed companies in their seasoned equity offerings. It contributes to the literature by filling the gap and providing evidence that institutional and non‐market factors could affect listed companies' decisions to switch their lead underwriters in the Chinese capital market.
Design/methodology/approach
This paper employs a numerical measure of listed companies' loyalty to evaluate their frequency of switching lead underwriters, and employs a Logit model and an OLS model to identify the key determinants of switching lead underwriters by Chinese listed companies.
Findings
It is observed that the frequency of switching lead underwriters is very high among Chinese listed companies for their seasoned offerings. It is also found that underwriters' deficient reputation and the lack of industrial experience, together with the depreciation of relationship‐specific assets, could have important impacts on lead underwriters being frequently switched in China. Besides, the frequent switches of lead underwriters could also be attributable to the non‐market supervision and regulatory influences by Chinese authorities over the security underwriting market.
Originality/value
This paper could help further the understanding of the factors that could explain the listed companies' frequent switches of their lead underwriters for their seasoned offerings in China. In addition, this paper has policy implications on how to improve the listed companies' loyalty for regulators in China. These implications could help improve the regulatory environment and promote the overall performance of the Chinese security underwriting market.
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Insurance is a dynamic business highly affected by the environment it operates in. Alongside the practice of insurance, come principles on which the business of insurance is…
Abstract
Insurance is a dynamic business highly affected by the environment it operates in. Alongside the practice of insurance, come principles on which the business of insurance is based. One of the principles, that is not short of controversy, is the doctrine of utmost good faith which requires full disclosure of material facts by the contracting parties. The author, in this chapter, explored the need for change in the regulation of this insurance principle and discussed the drivers behind these changes and the commensurate effect on the practice of insurance. The author delved into case studies, practices and literature and traced back to the origins of the long-standing principle of utmost good faith. This principle is one on which the acceptance (or otherwise) and premium of an insurance contract is based and through which certain factors and developments in the industry have led to a major reform in some jurisdiction.
The author discussed the development and drivers leading to reform and concluded that reform is ultimately the result of public outcry, through individual cases heard predominantly in court, a well-established reform committee, the socio-political environment of that country and the advent of technology. Moreover, although, different countries have their own jurisdictions, laws and regulations as well as market practices and international trade have made it imperative to have common technical practices between market players especially in insurance, which depends on the spread of risks between countries internationally. Smooth insurance business can only be established if this reform is harmonised between jurisdictions.
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Michele Meoli, Andrea Signori and Silvio Vismara
– The purpose of this paper is to relate the fees paid to IPO underwriters to the nature and quality of the services they provide.
Abstract
Purpose
The purpose of this paper is to relate the fees paid to IPO underwriters to the nature and quality of the services they provide.
Design/methodology/approach
Controlling for the characteristics of the firm going public, the risk associated with the offering, and the reputation of the underwriter, the authors study on a sample of Italian IPOs whether a formal commitment by underwriters to provide ancillary services allows them to charge higher fees.
Findings
The authors document that asking underwriters to stabilize stock price is costly to the issuer, while to support liquidity is not. The authors’ also show that underwriters stabilize IPOs that really need it, whereas the provision of liquidity support does not seem to be always aligned with the issuer’s interest.
Originality/value
Investigating the Italian underwriting market is instructive for two main reasons. First, the institutional setting in IPOs is similar to most continental European countries, but significantly different from the US market. For instance, allocation policies in US IPOs are discretionary for both retail and institutional investors, while in Europe shares cannot be discretionarily allocated to retail investors. Second, the Italian market offers the opportunity to study the going-public decision outside the typical Anglo-Saxon financial systems. This is of interest because while both the UK and the USA have well-developed equity markets and a related industry of financial intermediation centered on providing equity, our analysis sheds light on financial intermediation of IPOs in a bank-centered system.
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Fouad Jamaani and Abdullah M. Alawadhi
Driven by the anticipated global stagflation, this straightforward yet novel study examines the cost of inflation as a macroeconomic factor by investigating its influence on stock…
Abstract
Purpose
Driven by the anticipated global stagflation, this straightforward yet novel study examines the cost of inflation as a macroeconomic factor by investigating its influence on stock market growth. Thus, this paper aims to examine the impact of inflation on the probability of initial public offering (IPO) withdrawal decision.
Design/methodology/approach
The paper employs a large dataset that covers the period January 1995–December 2019 and comprises 33,536 successful or withdrawn IPOs from 22 nations with various legal and cultural systems. This study applies a probit model utilizing version 15 of Stata statistical software.
Findings
This study finds that inflation is substantially and positively correlated with the likelihood of IPO withdrawal. Results of this study show that the IPO withdrawal decision increases up to 90% when the inflation rate climbs by 10%. Multiple robustness tests provide consistent findings.
Practical implications
This study's implications are important for researchers, investment banks, underwriters, issuers, regulators and stock exchanges. When processing IPO proposals, investment banks, underwriters and issuers must consider inflation projections to avoid negative effects, as demonstrated by the findings. In addition, regulators and stock exchanges must be aware of the detrimental impact of inflation on competitiveness in attracting new listings.
Originality/value
To the best of the authors’ knowledge, this study is the first to present convincing evidence of a major relationship between IPO withdrawal decision and inflation.
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