Abstract
۱٫ Introduction
۲٫ History of US securities regulation and institutional setting of OTCBB
۳٫ Literature review
۴٫ Hypotheses development and research design
۵٫ Data
۶٫ Analysis of equity values and financial statement data
۷٫ Conclusion
Appendix A. Example of firm’s voluntary disclosure prior to the eligibility rule
Appendix B. Supplementary material
Research Data
References
Abstract
I exploit a regulatory change that mandated that Over-the-Counter Bulletin Board (OTCBB) firms must comply with the reporting requirements of the 1934 Securities Exchange Act. I use this change to examine the association between equity values and financial statement data in voluntary and mandatory disclosure environments. Before the change, disclosure of financial statement information was voluntary for most of these firms. I study firms that initiate SEC filing after the change and classify them as disclosing and nondisclosing based on whether they voluntarily disclosed financial statement information before the regulatory change. In these firms’ initial SEC filings after the eligibility rule, they retroactively disclose financial statement information for the year prior to compliance with the rule. Thus I can observe previously withheld financial data. I find that the choice to voluntarily disclose is negatively associated with firm characteristics related to proprietary costs and with situations in which accounting information plays a less important role in resolving information asymmetry. For nondisclosing firms, I find evidence that equity values reflect financial statement data, even though this information was not publicly available, and that compliance with mandatory SEC disclosure requirements strengthens this association. For disclosing firms, I find evidence that suggests investors viewed their voluntary disclosure of financial statement data as credible and fail to find evidence that compliance with mandatory reporting requirements enhances this association.
Introduction
Companies in the United States with securities listed on the national exchanges, including the New York Stock Exchange (NYSE), American Stock Exchange (AMEX), and NASDAQ, must meet the requirements of the Securities Exchange Act of 1934 (1934 Act) and publicly disclose their quarterly and annual financial statements with the U.S. Securities and Exchange Commission (SEC). However, before 1999, most firms trading on the OTCBB were exempt from these requirements. As a result, some OTCBB firms voluntarily chose to disclose financial statement information, while others did not.2 When the SEC approved the ‘‘eligibility rule,” firms were required to comply with the reporting requirements of the 1934 Act to remain trading on the OTCBB. In their initial filing with the SEC, firms disclosed their financial statements for their most recent year and at least one year before the most recent year. To illustrate, E’Prime Aerospace Corporation did not voluntarily disclose financial statement information for the fiscal year that ended September 30, 1997. However, in its initial filing with the SEC on March 9, 1999, E’Prime provided its financial statements for the years that ended September 30, 1998 and 1997. Thus it became possible to observe financial statements that were not previously disclosed. In this paper, I use the introduction of the eligibility rule to study the extent to which stock prices incorporate financial statement information, even when it was not publicly available to investors.