Securities Exchange Commission Research Articles

Do investor reactions to merger announcements shape the writing of SEC filings?

The way filings of mergers and acquisitions (M&A) with the Security Exchange Commission (SEC) are written might depend on investor reactions to initial public announcements of the deal. We examine this investor feedback hypothesis by focusing on the readability and timing of a large sample of SEC documents. We show that acquirers write documents with lower readability and file them faster when investors react negatively to the deal announcement, a finding consistent with strategic obfuscation efforts. The results are robust to alternative empirical choices, such as controlling for deal complexity or the firm's writing style. They are also confirmed using an instrumental variables approach.

Examining the long-run relationship between stock market development and Nigerian economic growth

Purpose This paper aims to examine the long-run relationship between stock market development and Nigerian economic growth from 1980 to 2020. Design/methodology/approach Market capitalization, number of listed companies, total value traded ratio and turnover ratio are used. An autoregressive distributed lag model is used for the analysis. Findings The market capitalization ratio and turnover ratio have positively significant links with economic growth. The number of listed companies has a negative and non-significant impact on economic growth. Total value traded ratio has a negatively significant link with economic growth in the short run. The positive but insignificant relationship between traded value ratio and turnover ratio in the long run growth means that the Nigerian stock market is growth inducing and on the right track as stock market liquidity drives growth. Research limitations/implications The government and Security Exchange Commission should increase the market liquidity level by improving the trading infrastructure. The government and regulatory authorities should improve and effectively implement the existing policies that would ensure stock market growth. This facilitates the investors’ speed to purchase and sell shares. The Securities and Exchange Commission should reduce transaction costs to encourage active trading activities. The market should be diversified with investment instruments such as derivatives, futures and swap options which would limit the adverse effect of listed companies in the market. To increase the stock market liquidity, the Security and Exchange Commission should apply moral suasion to bring private companies that have met certain financial thresholds to convert to public companies. Government should improve on the legislation to encourage more private companies to list on the stock exchange. Originality/value The study findings add value in that stock market development has a positive impact on economic growth in Nigeria.

Impact of Country Governance and Financial Development on Corporate Fraud Cases: A Cross Country Perspective

This study aims to examine the impact of country governance and financial development on corporate fraud cases across countries' perspectives from the year 2012-2018 by using country- wise data. This study runs different statistical models like descriptive, correlations, Random effect model, fixed effect model. This study chooses a fixed effect model based on the Hausman test and used Quantile regression for robustness and interquartile 0.25 to 0.75 difference regression models to find out the difference that the effect of variables are significant or insignificant at different quartile. The results of the different models show that country governance having a significant impact on corporate fraud cases and the association is negative thus improvement in country governance would expectedly reduce the corporate fraud cases. while financial development in terms of the financial market has a significant impact on corporate fraud cases and association is positive thus the development of a financial market where different financial products and instruments with less knowledge have the probability to be easily used for fraud. whereas financial development in terms of financial institutions having a significant effect on corporate fraud cases and the relationship is negative thus improvement in financial institutions like the security exchange commission of Pakistan and state bank would certainly minimize the corporate fraud cases.

Measuring firm exposure to government agencies

We use textual analysis of mandatory accounting filings to develop firm-level, time-varying measures of exposure to individual government agencies including the Securities Exchange Commission (SEC) and Internal Revenue Service (IRS). The measures vary predictably across industries and with agency-specific events such as the Sarbanes Oxley Act at the SEC and budget cuts at the IRS. The measures positively relate to undisclosed agency investigations and financial statement downloads. Firms' total exposure across government agencies negatively relates to their profitability, consistent with exposure to government agencies imposing net costs. Consistent with a causal interpretation of these results, the positive stock market reaction to the surprise election of Donald Trump, who promised to reduce the power of government agencies, positively varies with firms' exposure to government agencies. As initial applications of our measures, we demonstrate that expanded SEC oversight increases firms' stock liquidity and reduced IRS oversight decreases firms’ effective tax rates.

Market resilience of orthopaedic hip/knee arthroplasty sales during COVID-19.

The coronavirus 2019 (COVID-19) pandemic led to a marked decrease in elective surgical volume and orthopaedic device sales. The aim of this paper was to quantify this decrease and the related financial impact on the largest hip/knee arthroplasty companies by: (1) tracking individual hip/knee company valuations; (2) calculating aggregate changes in overall hip/knee arthroplasty market valuations; and (3) quantifying quarterly hip/knee revenues relative to prior years. Financial data on the top five hip/knee arthroplasty companies by size between January 1, 2019, and October 1, 2020, was collected from a Wall Street financial database, S&P Capital IQ. Changes in valuation of these companies were compared against benchmark market indices, the S&P500 and Vanguard Healthcare ETF. U.S. hip/knee arthroplasty-specific revenue for Q1 and Q2 of 2019 and 2020 was collected from Securities Exchange Commission 10-Q forms. Quarterly revenue changes were calculated using 1-2Q19 revenues as baselines and aggregate to approximate the overall hip/knee arthroplasty market. The top five hip/knee companies lost $179.2billion (32.7% loss) in market value from pre COVID-19 market highs to COVID-19 market lows (March 2020), while S&P500 and Vanguard Healthcare ETF decreased 36.1 and 33.2%, respectively. From market lows to October 2020, arthroplasty companies rallied 38.6% while the S&P500 and Vanguard Healthcare ETF regained 43.5 and 56.4% respectively. Notably, this occurred while aggregate 1Q/2Q20 revenue lagged 7.1/41.8% relative to 2019, with an overall decrease of $1.58B (24.8%). Similar to the overall market and healthcare sector, the top five hip/knee arthroplasty companies have recovered from their COVID market lows. Our results reveal that the valuations of hip/knee companies remained robust during COVID, even as revenues fell, likely due to strong investor confidence in the industry outlook and the greater overall healthcare system utilization.

ANALYSIS OF INTEREST RATE SPREAD ON FINANCIAL RESILIENCE OF QUOTED BANKS IN NIGERIA

This paper examined the effect of interest rate spread (IRS) on financial resilience of quoted Nigerian banks from 2007 to 2021. Specifically, the paper examined the effect of deposit rate, lending rate, and interest rate differential on financial resilience of quoted Nigerian banks. The paper collected data from the CBN bulletin (2021) and Security Exchange Commission (SEC) annual report (2021) and the World Bank data base (2021). The study covered all the twenty one (21) commercial banks quoted in the Nigerian exchange group as of 31st December, 2021 using the census sampling approach. The study reported that, deposit (savings) rate/cost has a positive (coef=0.056833) insignificant (p-value=0.5327.5%) effect on financial resilience (bank z-score) of quoted banks in Nigeria. By extension, deposit (savings) rate/cost has a minimal effect on banks’ financial resilience. However, lending (borrowing) rate/cost interest rate differential (prime lending/borrowing rate/cost less savings/deposit rate/cost) exerted negative (coef= -0.527024&coef= -0.160001 respectively) significant (p-value=0.0001<5% &p-value=0.0194<5%) effect on financial resilience (bank z-score) of quoted banks in Nigeria.Hence, the paper concludes that, high lending rate and interest rate differential reduce financial resilience of quoted Nigerian banks. As such, the study submits that, the apex banks must ensure that, the rising lending rate should be discouraged. This if not cautioned; it has the capacity to reduce the productive capacity of the private sector. Again, to encourage more depositors to invest their depositors’ funds, the ape banks should raise the deposit rate. Lastly, the Nigerian banks are adjourning to keep their interest rate differentials relatively low.
 Keywords: Analysis, Interest Rate Spread, Deposit Rate, Lending Rate, And Interest Rate Differential, Financial Resilience Quoted Banks.

There’s a Strong Wind a’Blowing re Security Disclosures: Lessons Learned from SolarWinds — An analysis of the significance of the SolarWinds case for companies with making security statements on websites and in public filings

Abstract For years now, we have been advising clients to be cautious about including overly broad, or overly detailed, statements in their online privacy policies, noting that the FTC has in the past interpreted such statements as being representations to the market - such that false or misleading statements made therein could constitute misrepresentations. The Securities Exchange Commission complaint last year filed against SolarWinds Corp. and Timothy G. Brown (between July 2017 and December 2020, the Vice President of Security and Architecture and head of the Information Security group, and as of January 2021, the Chief Information Security Officer, for SolarWinds Corp.) has now made it clear that the same risk applies to public statements regarding the state of security of an organization. The SEC complaint raises additional related issues, however: namely, to what extent are organizations required to detail instances of non-compliance with their security policies in their public security disclosures; and to what extent should software companies be held to a higher standard of cybersecurity disclosure. This article proves the background to the SEC complaint (I.); provides a overview of the SEC complaint’s critique of the online security statement published by SolarWinds, and the security disclosures in the securities filings of SolarWinds (II.); outlines the challenges posed by the SEC approach in the SEC complaint and the resulting blowback, in particular from chief information security officers (III.); highlights three key lessons learned from the SEC complaint (IV.); and concludes (V.) with a warning as to what this means for organizations publishing online security statements.

The effect of a risk Securities Exchange Commission comment letter on corporate disclosure and forecast accuracy: An exploratory analysis

The effect of a risk Securities Exchange Commission comment letter on corporate disclosure and forecast accuracy: An exploratory analysis

An institutional account of responsiveness in financial regulation- Examining the fallacy and limits of ‘same activity, same risks, same rules’ as the answer to financial innovation and regulatory arbitrage

Financial regulators face the persistent issue of being challenged by financial innovations and regulatory arbitrage. This article argues that a functional approach of ‘same activity, same risks, same rules’ is potentially vague and insufficient, and does not provide clear guidance for regulators. By critically discussing the US Securities Exchange Commission's and UK Financial Conduct Authority's approaches to cryptoasset offers, the paper argues that whether and how regulators respond to financial innovation crucially depends on regulators’ institutional structures. These structural limitations provide empowering as well as constraining aspects in relation to regulatory objectives and mandates, shaping financial regulators’ responsiveness in different ways. The paper argues that an institutional account of regulatory responsiveness more accurately explains policy responses. The benefits and drawbacks of such policy responsiveness are also crucially shaped by these institutional structures.

Marginal Fields Development in Nigeria: A Review of Extant Strategies

This paper focuses on the development of marginal fields in Nigeria, the challenges, economic viability, and the role of the government in implementing the contributions of marginal fields to the national oil production output. Also, the previously reported marginal field development and management practices in the Niger Delta oilfield are x-rayed. Following the definition of the marginal field is an overview of different types of marginal field development in the Niger Delta region. Also, the United Kingdom Oil and Gas Recovery Regulatory Commission, the United States Security Exchange Commission, and the Nigerian government's categorization of what compose of a marginal field are included. In addition, the participation of the Nigerian federal government and contributions to the development of marginal fields in the bidding of marginal assets to the development of infrastructure are presented. Particular attention is paid to the factors that affect the development and choice of production strategies in the marginal fields of the Niger Delta. These factors discussed in detail in the document include environmental, technical, social, political, and economic factors. Again, different management and development strategies used by some marginal fields of the Niger Delta are x-rayed and presented with a particular focus on three of those strategies. The three common approaches in the Niger Delta marginal field development strategy are water flooding, infill drilling, and infrastructure sharing. These approaches have made marginal fields in Nigeria operational, competitive, and economically viable to date.

Board diversity and corporate social responsibility versus sustainability development: Evidence from US and Australia

Corporate governance plays a critical role in addressing the interests of domestic and global stakeholders. The board of directors is under pressure to represent the interests of every stakeholder. The purpose of this study is to analyze and compare the impact of board diversity on corporate social responsibility and sustainability in the U.S. and Australian non-financial sectors. In this vein, very first time current study, develop an index score for board diversity and sustainable development for both economies. In addition, the study also examines the influence of gender diversity, cultural diversity and diversity of experience on CSR and sustainable development in the two countries. Sample of non-financial sectors embedded from the S&P 1500 Index and the Australian Stock Exchange (ASX) for the periods 2010 to 2020. Results are estimated based on Panel regression models and dynamic GMM. The results of the study show that, on average, corporate social responsibility and sustainable development in the United States are superior to those in Australia. The ASX Diversity Index score has a significant and positive impact on CSR funds and the Sustainability Index. However, in the USA, the Board Diversity Index only impacts CSR funds. Moreover, directors with diverse cultural background in Australian firms are highly promoting sustainable development than US ones. However, cultural diversity on US boards strongly favors CSR practices compared to their Australian counterparts. While the presence of women on the board of directors contributes positively to local CSR activities and has a negative impact on global development in both countries. In addition, the experience of the US Board of Directors has suggested more funding for community development rather than sustainable development. The results of the study make significant contributions to academics and policymakers for U.S. and Australian stock exchanges. To develop CSR practices at the national level and sustainable development at the global level, the American and Australian Security Exchange Commission needs to take initiatives through the deployment of diversified boards of directors. Based on the findings, current study supports the stakeholder theory, Upper Echelon theory and cultural trait theory.

COVID-19 Precautions of Pakistani Banks in the Lens of Qualitative Study Approach

This research explores the precautions taken by the Pakistani banks listed in the Security Exchange Commission of Pakistan (SECP) to control the spread of the COVID-19 pandemic. The data was collected from the sample size of Pakistan's 23 Islamic and commercial banks during the pandemic period from 2020 to 2021. The study employs a qualitative research approach of the Pakistani banking sector through thematic analysis. This research uncovers the multifaceted dimensions of how Pakistani banks responded to the pandemic, focusing on measures related to operational continuity, staff well-being, customer engagement, and compliance with government guidelines. Our findings reveal the comprehensive strategies and actions adopted by Pakistani banks to mitigate the impact of COVID-19. These measures include the rapid implementation of remote working arrangements, enhanced digital services, rigorous sanitization protocols, and financial relief initiatives for customers facing economic hardships. The study concludes by discussing the implications of the COVID-19 experience for the future of Pakistani banking, emphasizing the importance of continued investment in digital infrastructure, risk management, and flexibility to navigate uncertain times. The insights generated from this qualitative research are expected to inform policymakers, banking professionals, and researchers, facilitating a more resilient and adaptive banking industry in Pakistan and beyond.

Seeing sustainability reporting through a lens of value creation

With a global push towards achieving the Paris Agreement as an imperative, there is a growing focus on how this will be achieved, and the role of organisations in supporting the transition to a net-zero economy and broader sustainability action. Investment decision-making is increasingly being informed by sustainability information, with stakeholders demanding greater transparency and comparability of disclosures, especially climate-related disclosures from organisations typically categorised as heavy emitters. This has ramifications for the oil and gas industry. Today, the sustainability reporting landscape is complicated, with a proliferation of sustainability disclosure frameworks developed by various standard setters. In an effort to standardise disclosures, the International Financial Reporting Standards (IFRS) Foundation launched the International Sustainability Standards Board (ISSB) in November 2021 to develop baseline global sustainability reporting standards including for climate disclosure (based on Taskforce on Climate-Related Financial Disclosures). We have also seen proposals from The US Securities Exchange Commission on climate-related disclosures, which have sparked extensive public comment. Locally, the Government has committed to introducing standardised internationally aligned reporting requirements, including climate-related disclosures, which will be mandatory for certain entities. Regardless of exactly where each jurisdiction lands, it is clear that the sustainability reporting requirements will be significant, leading to increased costs for reporters, resulting in a business imperative to leverage value creation from this compliance transformation. Indeed, organisations putting sustainability at the heart of their business strategy will be the game changer in the new sustainable and equitable energy transition. And just as there will be leaders, there will also be laggards who risk value erosion.

Climate change disclosure and the information environment in the initial public offering market

AbstractWe investigate whether climate change disclosures in initial public offering (IPO) prospectuses affect the information environment in the IPO market. We find that climate change disclosures are associated with lower IPO underpricing. Further analyses reveal that reputable underwriters and the Securities Exchange Commission's Commission Guidance Regarding Disclosure Related to Climate Change enhance the information role of climate change disclosures in the IPO market. We demonstrate that firms with more extensive climate change disclosures provide stronger hedging benefits against climate change risks in the post‐IPO period. Overall, our results support the crucial role of climate change disclosures in improving the information environment of the IPO market.

Experts vs. Nonexperts in Online Crowdfunding Markets

The growth of crowdfunding markets that include both expert and nonexpert investors will soon accelerate due to recent changes in Securities Exchange Commission (SEC) regulations. Prior work has suggested that nonexperts (1) may benefit from experts’ participation via mimicking their trades, but (2) will also face a cost, as experts crowding nonexperts out of the best opportunities will ensure that nonexperts will suffer lower returns than experts. Traditional economic theory holds that the crowding effect means that the relative importance of nonexperts in the market will decline over time until they become unimportant. Exploiting a unique period in one crowdfunding market (Prosper.com) that allowed us to directly estimate the net cost of competing with better-informed experts, we found that the net negative effects of expert participation on nonexperts are small. We used simulations to both better understand (1) the market characteristics and crowdfunding platform choices that influence experts’ and nonexperts’ returns, their return gap, and the extent to which nonexperts are better or worse off relative to a market without expert participation, and (2) the factors that may contribute to the small expert/nonexpert Prosper return gap.

Understanding Corporate Sustainability Disclosures from the Securities Exchange Commission Filings

As sustainability becomes fundamental to companies, voluntary and mandatory disclosures or corporate sustainability practices have become a key source of information for various stakeholders, including regulatory bodies, environmental watchdogs, nonprofits and NGOs, investors, shareholders, and the public at large. Understanding sustainability practices by analyzing a large volume of disclosures poses major challenges, given that the information is mostly in the form of text. Applying machine learning and text analytic methods, we analyzed approximately 25,428 disclosure reports for the period of 2011 to 2020, extracted from the Securities and Exchange Commission (SEC) filings and made available at the Ceres website via application programming interfaces (APIs). Our study identified six industry clusters from the K-means and six main topics from the latent Dirichlet allocation (LDA) method that related to the disclosure of climate-change-related environmental concerns. Both methods produced overlapping results that further reinforce and enhance our understanding of climate-change-related disclosure at various levels, such as sector, industry, and topic. Our analysis shows that companies are concerned primarily with the topics of gas emission, carbon risk, climate change, loss and damage, renewable energy, and financial impact when disclosing climate-change-related issues to the government. The study has implications for corporate sustainability practices, the communication and dissemination of such practices to stakeholders at large and furthering our understanding of sustainability in general.

Examine the available evidence: Was the Duhnke PCAOB captured?

The Public Company Accounting Oversight Board (PCAOB) was created in 2003 after Congress passed the Sarbanes-Oxley Act of 2002. The mission of the Board is to serve the public interest through regulation of accounting firms who audit public companies. Regulatory agencies are susceptible to regulatory capture whereby the agency serves the interests of the regulated industry rather than the public interest. In 2017, the Securities Exchange Commission appointed five new members, including Chairman Duhnke, to the PCAOB. This paper applies Carpenter’s (2014b) model to evaluate whether the PCAOB was captured during the Duhnke chairmanship. The susceptibility of the PCAOB to regulatory capture is important because the effectiveness of the capital markets depends on trust in financial statement audits. The available evidence is consistent with a “weak” capture conclusion. During the Duhnke Board’s tenure, there was diminished activity in the areas of inspection, standard-setting, and enforcement.

Employee treatment and Securities Exchange Commission investigations

PurposeThe authors examine the impact of employee litigation on Securities Action Lawsuits. The authors study whether frequently sued firms are more likely to be investigated by Securities Exchange Commission (SEC). The authors study how labor relations are crucial to corporate governance.Design/methodology/approachThe authors use hand-collected datasets of employee violations, misconducts and lawsuits and test whether bad employee treatment increases the likelihood of SEC probe. The authors' methodology includes panel fixed effects, as well as alternative measures of employee mistreatment and SEC case.FindingsThe authors find that with each increase in employee dispute increases the likelihood of the firm being investigated by the SEC. The authors find that geographically dispersed firms are more likely to be investigated by the SEC when facing employee disputes and that more labor union coverage and a higher unemployment rate triggers more employee allegations and labor-related lawsuits.Originality/valueThe authors' study is the first to investigate how employee relations affect firms involving federal investigation. The authors aim to contribute to the literature by studying (i) the relation between employee mistreatment and legal challenges, (ii) how firm characteristics affect the path from employee disputes to securities class actions and (iii) the impact of employee mistreatment on the corporate governance.

HAS STOCK MARKET DEVELOPMENT ENGENDERED SHORT AND LONG-RUN INCLUSIVE GROWTH IN NIGERIA?

This study examines the impact of capital market performance on economic growth. Time series data obtained from the official publications of the Securities Exchange Commission, Nigerian Stock Exchange and Central Bank of Nigeria were analyzed using regression estimation technique, in which we related the proxies of stock market performance indicators (such as stock market capitalization, value of new issues and value of shares traded) to economic growth (represented by the Gross Domestic Product). Results show that both market capitalization and the value of new issues have a positive relationship with economic growth while value and the volume of shares traded had negative relationships with economic growth . It was therefore recommended that the stock market should be made more liquid in order for turnover rate to increase. This will boost investors' confidence and awareness and would make funds available for long-term development of the industrial sector and the economy.
 Keywords: Stock Market Development, Long-Run, Inclusive Economic Growth.

Sustainability and Financial Reporting Quality for Listed Manufacturing Companies in Nigeria: The Legitimacy Theory Perspective

The universal declaration of a healthy and sustainable environment was adopted by the United Nations (UN) Human Rights Council in 2021 as a fundamental human right; The U.S. Security Exchange Commission in March, 2022 and the European Union's directives in 2014 strengthen the need for all reporting entities to include sustainability reports in their annual reports, for the purpose of improving the quality of financial reporting. Our study examined how sustainability reporting affects the quality of financial reporting from the perspective of legitimacy theory, within the manufacturing sectors in Nigeria as a result of their environmental impact amongst other sectors. The published annual reports of 16 listed manufacturing companies, on the Nigerian Stock Exchange Market, were observed between the financial reporting periods of 2011 and 2020. Sustainability indices were proxied using both the Environmental Disclosure index and Social Disclosure index, while the financial reporting quality was measured using the Accrued earnings management, following the Jones (1991) Model. Using a panel regression analysis, the study applied the Variance inflation factor to test for multicollinearity among the predictors and also employed the fixed effect estimator, as suggested by our Hausman test result, in analyzing the observed data. Our findings revealed that environmental disclosures do not impair the quality of their financial reports. Such impracticability could have resulted from the use of strict environmental regulations by the government and its agencies. However, opportunistic managers could use social disclosure information to dilute the quality of financial reporting. We also found that the profitability performance of manufacturing firm is highly susceptible to impairing the quality of financial reports. We suggest that auditors should be provided with a full-fledge understanding of sustainability reporting to unveil managements' practice of earnings management; the financial reporting council should mandatorily impose the disclosure of sustainability information either as a stand-alone report or as part of the annual reports to allow stakeholders to make relevant economic decisions about the firm; and adequate internal control systems should be in place and should be assessed on yearly basis, as firms continue to operate.