Comment Letters and Large Asset Transactions: Evidence From an Emerging Market

Abstract

This paper investigates how communications between regulators and firms affect the outcomes of large asset transactions (“restructurings”) in China. Examining stock exchange-issued comment letters that target individual restructuring filings, I find that characteristics indicating controlling shareholders’ expropriation of minority shareholders are associated with the severity of comment letters (“Severity”). The market reacts negatively to Severity. Severity predicts voluntary deal cancellation by management, and indirectly increases the probability of deal withdrawal and lengthens the processing time for equity-funded deals through affecting the approving body’s scrutiny level. Severity is also associated with lower post-letter disclosure quality rating. Textual analysis reveals that more concerns about a disguised reverse takeover, appraisal valuation and target assets quality are the most impactful, and demand for more disclosures is associated with larger revisions to restructuring filings. These findings are opposite to those of studies on comment letters and mergers and acquisitions in the U.S. (Liu et al., 2020; Johnson et al., 2020), reflecting the different role of comment letters under different institutions.