Securities And Exchange Commission Research Articles

Special Purpose Acquisition Companies (SPACs): A Legal Perspective on Corporate Governance, Securities Compliance, and Regulatory Challenges

Special Purpose Acquisition Companies (SPACs) have emerged as a notable money related instrument, offering exclusive organisations an elective course to open up to the world without the complexities of standard Beginning public contributions. These limitless free pass associations raise upholds through a First sale of stock with the sole inspiration driving meeting with or obtaining an ongoing business. Nevertheless, SPACs in like manner raise essential real challenges associated with corporate organisation, legal administrator commitments, securities consistence, and market straightforwardness. Allies and administrators of SPACs ought to adhere to extreme organisation guidelines to avoid hostile conditions and assurance financial backer protection. Authoritative bodies like the Securities and Exchange Commission (SEC) in the U.S. likewise, SEBI in India have analysed SPACs, focusing in on openness practices, the risks of debilitating, and monetary supporter assurances. The cross-line nature of some SPAC trades further jumbles the legal scene, requiring wary thought with respect to charge, new exchange, and combination control rules. As SEBI examines a design to work with SPACs in India, counterbalancing improvement with rule will be essential for empowering business area trust and efficient turn of events. This paper offers pieces of information into the progressing managerial environment and what the future holds troubles defying SPACs all over the planet.

A Content Analysis of the Modernization of Regulation S-K Items 101, 103, and 105

In 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize the disclosure requirements of Regulation S-K Items 101, 103, and 105. These amendments aim to enhance the readability of disclosure documents and provide investors with more relevant information. This study conducts a content analysis of the modernized disclosure items to assess the extent and nature of the changes implemented. A sample of annual reports filed before and after the amendments was examined to determine whether the SEC meets its stated goals of improving the readability of disclosure documents and discouraging repetition and immaterial information. We conclude that the stated SEC goals for modernization were not met in terms of textual characteristics. These findings provide insights into the effectiveness of the SEC's efforts to update disclosure rules and improve investor’s informational value.

Regulation by enforcement: the impact of Securities and Exchange Commission enforcement actions on crypto valuation

Purpose This paper aims to examine the impact of enforcement actions by the US Securities and Exchange Commission (SEC) on the valuation of major crypto assets. Design/methodology/approach Given the recent increase in regulatory efforts to combat fraudulent activity within the market, the paper concentrates on the period from 2019 to 2023 and uses the event study approach. Findings The analysis reveals a negative and economically significant effect of SEC actions on crypto valuations, ranging from −0.7% to −1.4% over a three-day window surrounding the announcement of enforcement actions for the entire sample. Particularly, a pronounced negative reaction is observed from crypto investors to SEC enforcement actions in 2022 and those where individuals are charged. Originality/value The findings align with existing literature, even though the study uses more conservative methodological approaches and data selection criteria. Specifically, the author uses a market event study model, account for potential confounding events, and use initial news reports about investigations rather than official SEC communications as event dates.

Does CEO age matter in auditor choice and audit pricing? The role of CEO dominance

PurposeThis study examines the impact of the age of the chief executive officer (CEO) on the demand for audit quality, as reflected in auditor choice and audit fees. Furthermore, the study investigates whether CEO dominance moderates the association between CEO age, auditor choice and audit fees.Design/methodology/approachUsing a sample of 14,066 firm-year observations from 2000 to 2017, the study employs logistic regression and ordinary least squares (OLS) regressions to estimate the research models. The study also employs various techniques to address the endogeneity issue in the findings.FindingsUsing industry specialist auditors and brand name (Big 4) auditors as proxies, the study finds that firms with older CEOs are more likely to appoint higher-quality auditors. The study also finds that firms with older CEOs pay higher audit fees than firms with younger CEOs, which is likely to be due to increased demand for higher-quality audits and to risk aversion among older CEOs. In addition, the study finds that CEO dominance attenuates the positive association of CEO age with auditor choice and audit fees. The findings are found to be robust in our analyses, which address the endogeneity issue with firm fixed effects, two-stage least squares (2SLS) regression and entropy balancing. In addition, the study provides evidence that the positive association between CEO age and audit pricing persists when firms replace younger CEOs with older CEOs.Research limitations/implicationsThe study’s findings suggest that the United States (US) Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) may need to be more cautious when monitoring financial statements from firms with younger CEOs.Originality/valueThis study contributes to a growing stream of research investigating the links between managers’ idiosyncratic age differences and the quality of financial reporting and corporate decisions.

Sentiment-devoid lexicons: A novel method for domain-specific textual analysis in business and governance documents

Our study proposes and tests a method for developing domain-specific dictionaries tailored for textual analysis in information systems research. Traditionally, dictionaries have been widely used for content classification according to sentiment; however, we introduce an alternative approach focused on creating dictionaries from sentiment-devoid documents. We demonstrate this method by developing a dictionary specific to Securities and Exchange Commission (SEC) investigations. Analyzing 150,432 publicly available SEC documents, we gained insights into the semantics of communications between the SEC and firms. To evaluate the dictionary, we analyzed SEC comment letters to predict the likelihood of firms reporting information technology control weaknesses (ITCWs), information technology audit fees, and cyber risks. Our dictionary outperformed five benchmarking dictionaries, explaining a higher proportion of variance in ITCW likelihood, information technology audit fees, and cyber risks. This study enhances the effectiveness of dictionaries in analyzing sentiment-devoid business and governance documents and results in a specialized dictionary for SEC communications.

An in-depth analysis of the evolution and challenges of financial reporting in Nigeria

The evolution of financial reporting in Nigeria has been influenced by a combination of legal systems, global standards, and emerging trends. This article will demonstrate the financial reporting environment in Nigeria in detail such as regulatory bodies, accounting standards, reporting requirements for different entities, tax implications, auditing techniques, corporate governance principles, and emerging issues. The chapter discusses a paradigm shift towards IFRS that took place in 2012, and the obstacles companies faced in adjusting their systems to international norms. The role of regulators, like Federal Republic of Nigeria Financial Reporting Council (FRCN) and Securities and Exchange Commission (SEC), and the impact of legislative amendments, such as Companies and Allied Matters Act (CAMA) 2020, is also looked into in this research. In addition, the article discusses the specific problems encountered in the oil and gas, finance, and telecommunications industries, highlighting the unique accounting issues and regulatory requirements. Furthermore, the ethical side of financial reporting is included, namely honesty, openness, and whistle blowing. We utilised relevant published data (2004–2014) from diverse, reliable databases. The outcome is a clear depiction of the need for joint initiatives by regulators, firms, professional bodies and stakeholders to tackle the challenges present in Nigerian financial reporting and create a climate of transparency and reliability. Keywords: Financial Reporting, Nigeria, International Financial Reporting Standards (IFRS), Corporate Governance, Auditing Practices, Taxation

Corporate Governance in Nigeria: Evolution, Regulatory Frameworks and Challenges

Aims: Undoubtedly, good corporate governance is critical for economic growth and development. In Nigeria, corporate governance has undergone a considerable revolution, driven by regulatory reforms, global standards as well as the need to strengthen corporate institutions. This review explored the evolution of corporate governance practices in Nigeria and the operating environment of the Nigerian Stock Exchange highlighting the milestones, regulatory frameworks and key challenges inhibiting the corporate sector. The review emphasized the roles of the regulatory agencies including the Securities and Exchange Commission (SEC), Financial Reporting Council of Nigeria (FRCN), Central Bank of Nigeria (CBN), National Insurance Commission (NAICOM), Pension Commission (PENCOM) as well as the Nigerian Communications Commission (NCC) in enforcing governance codes and principles. Study Design: It is a theoretical review that explores developments in the corporate governance landscape in Nigeria. Place and Duration of Study: The place of study is Nigeria and the duration is 1960 to 2024. Methodology: The study examined policy documents exploring different codes and mechanisms of corporate governance from inception to date. Results: While notable progress has been made through the introduction of corporate governance codes, mechanisms and regulatory oversight, challenges such as corruption, insider abuse and enforcement of governance policies remain prevalent. Conclusion: The review underscored the need for continuous improvement in corporate governance given its role in promoting transparency, accountability, increasing stakeholder awareness as well as stronger enforcement to ensure good governance practices and sustainable economic growth.

The Impact of the COVID-19 Pandemic on Trading in the Stock Market: A Legal Perspective

The COVID-19 pandemic significantly impacted global stock markets, leading to unprecedented volatility and legal challenges. This study explores how the pandemic altered trading behavior and examines the associated legal ramifications. In March 2020, stock markets experienced a sharp decline, prompting the U.S. Federal Reserve and other regulatory bodies to intervene. While markets rebounded, volatility persisted, introducing heightened risks for investors. Non- professional investors became more active, complicating regulatory oversight. From a legal perspective, the pandemic raised concerns about stock price manipulation, insider trading, and market abuse. Regulators, like the U.S. Securities and Exchange Commission (SEC), responded by implementing temporary measures to maintain market integrity. These legal frameworks, designed for traditional crises, struggled to address the unique challenges posed by COVID-19. Furthermore, the pandemic revealed gaps in existing laws, prompting calls for updated regulations to manage market disruptions during non-financial crises. The study underscores the need for ongoing legal adaptation to safeguard markets and prevent exploitation during global emergencies. As the pandemic evolved, so did the legal landscape, with cases emerging that highlighted both opportunistic trading and regulatory inadequacies. This research contributes to understanding the intersection of market volatility and legal frameworks in times of crisis.

Reflections on my service as the Chief Economist of the US securities and exchange commission and implications for India

This manuscript offers an insider's perspective on the role of the Chief Economist and the Division of Economic and Risk Analysis (DERA) at the US Securities and Exchange Commission (SEC) during the author's tenure from March 2019 to January 2021. It begins with a brief history of the SEC, highlighting its mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. The manuscript elaborates on the SEC's organizational structure, detailing the functions of its rulemaking divisions, enforcement division, and compliance division, with a special focus on DERA.

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) VS. US GAAP: A GLOBAL PERSPECTIVE

In light of the growing tendency of firms extending their operations into international markets, the adoption of worldwide accounting standards has become more urgent. The direction of attempts to bring international accounting standards closer to parity with US GAAP has been drastically changed as a result of two recent opinions issued by the SEC with a considerable impact. This article discusses the consequences that the SEC's decision to allow international enterprises to use IFRS in financial reporting, separate from reconciliation to US GAAP, has had on investors, multinational corporations, and global financial reporting by examining the implications of this decision. The idea that the Securities and Exchange Commission (SEC) has to bring together foreign authorities to discuss the harmonization of accounting standards is also discussed. According to the Securities and Exchange Commission (2018), the International Accounting Standards Committee Foundation (IASCF) is planning to establish a Monitoring Group that will include of the European Commission, the Japan Financial Services Agency, and the International Organization of Securities Commission (IOSC). In this section, we will examine the differences between IFRS and US GAAP. After careful consideration, the authors have arrived at the conclusion that there is an immediate need for a unified set of global accounting standards that are based on both IFRS and US GAAP. Many of the problems that have been plaguing the globe's financial reporting system will be resolved, and as a consequence, the economy of the whole world will become more secure and prosperous.

Konsep Disgorgement Fund Antara Indonesia, India dan Amerika Serikat Melalui Studi Perbandingan Hukum

This research aims to analyze the concept of Disgorgement Fund in Indonesia, India, and the United States through a comparative legal study approach. The Disgorgement Fund is a legal mechanism aimed at returning illegally obtained profits to the aggrieved parties and serves as a form of recovery for investors. The methodology employed includes analysis of legislation, court practices, and regulatory policies in the three countries. The findings indicate that while all three countries share the same goals in the implementation of the Disgorgement Fund, there are significant differences in the implementation and legal approaches taken. In the United States, the Disgorgement Fund is detailed by the Securities and Exchange Commission (SEC), while in Indonesia and India, it is still in the developmental stage and often influenced by local social and economic contexts. This research provides recommendations for enhancing the legal framework and implementation of the Disgorgement Fund in Indonesia and India, as well as offering a broader perspective on understanding the importance of investor protection in the context of the global capital market.

Matrix Completion When Missing Is Not at Random and Its Applications in Causal Panel Data Models

This article develops an inferential framework for matrix completion when missing is not at random and without the requirement of strong signals. Our development is based on the observation that if the number of missing entries is small enough compared to the panel size, then they can be estimated well even when missing is not at random. Taking advantage of this fact, we divide the missing entries into smaller groups and estimate each group via nuclear norm regularization. In addition, we show that with appropriate debiasing, our proposed estimate is asymptotically normal even for fairly weak signals. Our work is motivated by recent research on the Tick Size Pilot Program, an experiment conducted by the Security and Exchange Commission (SEC) to evaluate the impact of widening the tick size on the market quality of stocks from 2016 to 2018. While previous studies were based on traditional regression or difference-in-difference methods by assuming that the treatment effect is invariant with respect to time and unit, our analyses suggest significant heterogeneity across units and intriguing dynamics over time during the pilot program. Supplementary materials for this article are available online, including a standardized description of the materials available for reproducing the work.

What Are the Firm Value Implications of SEC-Challenged Shareholder Proposals?

The Securities and Exchange Commission (SEC) permits managers to request the exclusion of shareholder-initiated proposals. I construct a novel data set of excluded and withdrawn proposals from the SEC’s responses to managers’ requests. An examination of announcement returns to withdrawal and exclusion decisions demonstrates that SEC-challenged proposals are value destroying. I find that special interest investors pursuing self-serving agendas and retail investors advocating for one-size-fits-all reforms explain the value-destroying nature of SEC-challenged proposals. On average, the SEC challenge benefits firm value by filtering out these harmful proposals. However, a regression discontinuity design reveals that proposals the SEC refuses to exclude may receive majority shareholder support and destroy firm value. This paper was accepted by Suraj Srinivasan, accounting. Funding: I thank the Swiss Finance Institute for its generous financial support. Supplemental Material: The online appendix and data files are available at https://doi.org/10.1287/mnsc.2022.01344 .

Partisan bias in securities enforcement

Abstract In this article, I present a partisan theory of agency enforcement and empirically investigate the possibility of partisan bias in the enforcement of the federal securities laws. Leveraging plausibly exogenous shocks to partisan control of the U.S. Securities and Exchange Commission (SEC), I find evidence that a firm’s partisan alignment with the SEC substantially reduces the likelihood of enforcement. For a firm that is ex ante equally likely to be targeted for enforcement or not, my estimates indicate that a typical increase in partisan alignment following a change in party control of the SEC reduces the likelihood of enforcement by over 19%. Partisan alignment also appears to reduce aggregate monetary sanctions, though these estimates are less certain. By contrast, I find little evidence of partisan bias in the initial opening of investigations. These findings suggest there may be meaningful partisan bias in SEC enforcement and have important implications for democratic governance. (JEL D73, K22, K23, K41, K42, P00)

The impact of cybersecurity risk management strategy disclosure on investors’ judgments and decisions

In March 2022, the Securities and Exchange Commission (SEC) proposed the mandatory reporting of cybersecurity risk management policies for public companies. This study aims to explore the potential impact of cybersecurity risk management strategy disclosure on nonprofessional investors. Using a 4 x 1 between-participants experimental design, we examine whether nonprofessional investors’ perceptions and decisions differ between disclosed cybersecurity risk management strategies of self-assessment, self-assessment referencing the National Institute of Standards and Technology (NIST) framework, third-party assurance, and insurance. We find that nonprofessional investors’ willingness to invest is significantly higher for the insurance strategy compared to the third-party cybersecurity examination and self-assessment (without reference to NIST) strategies. Moderated mediation analysis reveals that investors’ perceptions of financial risk moderates the mediating effect of perceived cybersecurity risk management strategy effectiveness on the relation between cybersecurity risk management strategy and likelihood of investment. Our study contributes to regulators, practitioners, and stakeholders concerned about the potential impact of cybersecurity risk management strategy disclosures on nonprofessional investors.

Loan-Level Disclosure and the Convenience Yield of Asset-Backed Securities

ABSTRACT We examine the impact of transparency on the convenience yield of AAA-rated asset-backed security (ABS) tranches. AAA tranches of ABS are commonly held by investors to manage financial liquidity and therefore enjoy a price premium beyond what is determined solely by the expected monetary payoff (i.e., convenience yield). The Securities and Exchange Commission (SEC) requires ABS issuers to provide monthly disclosures about the performance of the underlying individual loans for ABS issued after November 23, 2016 to improve transparency. We document that AAA tranches of ABS experience a significant increase in price volatility after the loan-level disclosure mandate. As a result, the use of these tranches as collateral for short-term funding and their convenience yield decrease significantly after the increased disclosure. Our collective evidence highlights an important unintended consequence of increased transparency in the ABS market; it diminishes the pledgeability of long-term safe assets. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: G14; G23; M48.

Corporate misconduct and innovation: Evidence from the pharmaceutical industry

We examine the relationship between corporate misconduct and pharmaceutical firm innovation and performance. Pharmaceutical firms obtain significantly fewer new product approvals by the U.S. Food and Drug Administration (FDA) following corporate regulatory violations, lawsuits, and Securities and Exchange Commission (SEC) regulatory enforcement actions. We also examine the potential reasons why innovative capacity is reduced for culpable firms. Following instances of misconduct, pharmaceutical firms are 50 percent less likely to engage in business expansions, engage in significantly fewer new strategic alliances and partnerships, and are awarded fewer government R&D grants. We attribute these results to the reputational loss associated with public knowledge of corporate misconduct. In support of this hypothesis, we find pharmaceutical firms experience negative cumulative abnormal stock returns (CARs) surrounding SEC enforcement announcements, and misconduct incidents increase the probability of analyst concerns. Overall, our results are consistent with the reputational loss associated with corporate misconduct being an important factor in future reductions in pharmaceutical firm innovative capacity.

COLLECTIVE INVESTMENT SCHEME AS A TOOL FOR ECONOMIC INCLUSION AND DEVELOPMENT IN NIGERIA

There are two major challenges to doing business in Nigeria: lack of capital and managerial expertise. With the large population of Nigeria, and by implication, the size of her market, Collective Investment Scheme (CIS), as regulated under the Investment and Securities Act (ISA) 2007, provides the necessary platform to overcome the two challenges above. Where the two challenges are overcome, the CIS can be a tool for economic inclusion and development in Nigeria. This study, therefore, examines the Collective Investment Scheme (CIS) in Nigeria, a business package aimed at economic inclusion and development. CIS, regulated by the Securities and Exchange Commission, offers three types of schemes with potential benefits for investors and addressing housing deficits. The CIS is a vital tool for economic inclusion and development of Nigeria. Its domicile in the Nigerian Capital Market (NCM) is to ensure its success as the funds are only invested in securities of choice for profits. The regulatory expertise and wide powers of the Securities and Exchange Commission (SEC) in the regulation of CIS are for the success and sustenance of the scheme via systemic scrutiny of the CIS managers and their operations. However, a comparison with Mauritius reveals some shortcomings. The doctrinal research method is adopted in this study. This doctrinal research adopts a comparative analysis to identify areas for improvement. The study finds that while CIS has advantages, it also has demerits. Recommendations are proffered to enhance the Nigerian CIS scheme, including addressing regulatory gaps and improving investor benefits.

Trends in Common Ownership among Insurers in Medicare Part D.

Recent studies document the rising prevalence of common ownership by institutional investors in specific industries. Those investors offer products, such as mutual and index funds, to trade securities on behalf of others and often own shares of multiple firms in the same industry to diversify portfolios. However, at present, few studies focus on common ownership trends in health care. This paper examines institutional investors' common ownership in the major insurers offering plans in the Medicare Part D stand-alone prescription drug plan (PDP) market between 2013 and 2020. Using data from the Securities and Exchange Commission (SEC) database and the Center for Research in Securities Prices, we compute the percentages of outstanding shares of each insurer owned by institutional investors. Data visualization and network analysis are employed to assess the trends in common ownership among major insurers. We document a high prevalence of and substantial increase in shared institutional investors in the PDP market. From 2013 to 2020, the degree of common ownership increased by 7% on average, and the common ownership network became more connected. Common ownership also varies across the 34 PDP regions depending on their reliance on listed insurers, that are traded in the stock exchange, offering stand-alone PDPs. High and rising common ownership in the Medicare Part D PDP market raises policy questions about potential effects on plan offerings, premiums, and quality for consumers.

Impact of COVID-19 on market efficiency

PurposeCOVID-19 and its accompanying lockdowns were arguably the most traumatic events of our times. This paper investigates the impact of COVID-19 on market efficiency.Design/methodology/approachI analyze all publicly traded U.S. equities for 2014–September 2021, using intraday data from TAQ, TRACE, I/B/E/S and Capital IQ and daily data from CRSP, Thomson Reuters, Compustat, CRSP-Compustat Merged Database and FRED, using a controlled contrast between absolute abnormal returns for relevant halfhours versus absolute abnormal returns in control halfhours, measured by the negative of the coefficient of the fixed effect of the interaction between the indicator variable, and as the case may be, ticker and/or time period of interest, in the regression of halfhour-level absolute abnormal returns on tickers, months and interactions.FindingsUsing two separate objective, systematic, independent and ordinal per se measures of market efficiency based upon market reactions separately to key developments and earnings announcements, I find that U.S. equities markets were statistically and economically significantly less efficient during the first two-three months of the COVID-19 lockdowns.Practical implicationsEfficient capital markets provide substantial social benefits and are a sine qua non for the democratization of markets and the protection of investors, and constitute a critical mission of regulatory bodies such as the U.S. Securities and Exchange Commission (SEC) and the U.S. Financial Industry Regulatory Authority (FINRA).Social implicationsThe impact on market efficiency provides one critical input into the social cost-benefit analysis of public health policy and that of government interventions in general.Originality/valueThere has been no previous work done on the systematic and objective characterization of the impact of COVID-19 and associated lockdowns on market efficiency.