IDEAS home Printed from https://ideas.repec.org/a/eee/finana/v78y2021ics1057521921002234.html
   My bibliography  Save this article

Disclosure by firms under voting pressure

Author

Listed:
  • Wang, Xianjue

Abstract

Firms with a negative ISS recommendation see significant reduction in shareholder support for their proposals and are likely to face pressure to increase support in upcoming meetings. We find that firms facing voting pressure are significantly more likely to disclose positive content in discretionary sections of Form 8-K that result in higher abnormal stock returns in the months prior to the shareholder meeting. The 8-Ks with good news in discretionary sections, filed prior to the shareholder meeting, are associated with higher support for management proposals in upcoming meetings. Finally, this selective filing of 8-Ks with good news is higher when investors are distracted and lower for family firms. The results point to understudied effect of ISS voting recommendation on firm's selective disclosure.

Suggested Citation

  • Wang, Xianjue, 2021. "Disclosure by firms under voting pressure," International Review of Financial Analysis, Elsevier, vol. 78(C).
    • Handle: RePEc:eee:finana:v:78:y:2021:i:c:s1057521921002234
    DOI: 10.1016/j.irfa.2021.101897
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1057521921002234
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.irfa.2021.101897?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. David F. Larcker & Allan L. McCall & Gaizka Ormazabal, 2015. "Outsourcing Shareholder Voting to Proxy Advisory Firms," Journal of Law and Economics, University of Chicago Press, vol. 58(1), pages 173-204.
    2. Jeff L. McMullin & Brian P. Miller & Brady J. Twedt, 2019. "Increased mandated disclosure frequency and price formation: evidence from the 8-K expansion regulation," Review of Accounting Studies, Springer, vol. 24(1), pages 1-33, March.
    3. Fama, Eugene F & Jensen, Michael C, 1983. "Agency Problems and Residual Claims," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 327-349, June.
    4. Peter Iliev & Michelle Lowry, 2015. "Are Mutual Funds Active Voters?," The Review of Financial Studies, Society for Financial Studies, vol. 28(2), pages 446-485.
    5. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    6. Nadya Malenko & Yao Shen, 2016. "The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design," The Review of Financial Studies, Society for Financial Studies, vol. 29(12), pages 3394-3427.
    7. Beyer, Anne & Cohen, Daniel A. & Lys, Thomas Z. & Walther, Beverly R., 2010. "The financial reporting environment: Review of the recent literature," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 296-343, December.
    8. repec:oup:revfin:v:29:y:2016:i:12:p:3394-3427. is not listed on IDEAS
    9. Shuping Chen & Xia Chen & Qiang Cheng, 2008. "Do Family Firms Provide More or Less Voluntary Disclosure?," Journal of Accounting Research, Wiley Blackwell, vol. 46(3), pages 499-536, June.
    10. Hirshleifer, David & Teoh, Siew Hong, 2003. "Limited attention, information disclosure, and financial reporting," Journal of Accounting and Economics, Elsevier, vol. 36(1-3), pages 337-386, December.
    11. Xiaofei Zhao, 2017. "Does Information Intensity Matter for Stock Returns? Evidence from Form 8-K Filings," Management Science, INFORMS, vol. 63(5), pages 1382-1404, May.
    12. Andrey Malenko & Nadya Malenko, 2019. "Proxy Advisory Firms: The Economics of Selling Information to Voters," Journal of Finance, American Finance Association, vol. 74(5), pages 2441-2490, October.
    13. Xiao Wu, Dong & Yao, Xiao & Luan Guo, Jian, 2021. "Is Textual Tone Informative or Inflated for Firm’s Future Value? Evidence from Chinese Listed Firms," Economic Modelling, Elsevier, vol. 94(C), pages 513-525.
    14. Kenneth R. Ahern & Denis Sosyura, 2014. "Who Writes the News? Corporate Press Releases during Merger Negotiations," Journal of Finance, American Finance Association, vol. 69(1), pages 241-291, February.
    15. Tsileponis, Nikolaos & Stathopoulos, Konstantinos & Walker, Martin, 2020. "Do corporate press releases drive media coverage?," The British Accounting Review, Elsevier, vol. 52(2).
    16. Yermack, David, 2014. "Tailspotting: Identifying and profiting from CEO vacation trips," Journal of Financial Economics, Elsevier, vol. 113(2), pages 252-269.
    17. Holmstrom, Bengt & Tirole, Jean, 1993. "Market Liquidity and Performance Monitoring," Journal of Political Economy, University of Chicago Press, vol. 101(4), pages 678-709, August.
    18. Cindy R. Alexander & Mark A. Chen & Duane J. Seppi & Chester S. Spatt, 2010. "Interim News and the Role of Proxy Voting Advice," The Review of Financial Studies, Society for Financial Studies, vol. 23(12), pages 4419-4454, December.
    19. Alex Edmans & Luis Goncalves-Pinto & Moqi Groen-Xu & Yanbo Wang, 2018. "Strategic News Releases in Equity Vesting Months," The Review of Financial Studies, Society for Financial Studies, vol. 31(11), pages 4099-4141.
    20. S. P. Kothari & Susan Shu & Peter D. Wysocki, 2009. "Do Managers Withhold Bad News?," Journal of Accounting Research, Wiley Blackwell, vol. 47(1), pages 241-276, March.
    21. Vyacheslav Fos & Kai Li & Margarita Tsoutsoura, 2018. "Do Director Elections Matter?," The Review of Financial Studies, Society for Financial Studies, vol. 31(4), pages 1499-1531.
    22. Belén Villalonga & Raphael Amit, 2009. "How Are U.S. Family Firms Controlled?," The Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3047-3091, August.
    23. Jennifer E. Bethel & Stuart L. Gillan, 2002. "The Impact of the Institutional and Regulatory Environment on Shareholder Voting," Financial Management, Financial Management Association, vol. 31(4), Winter.
    24. Tim Loughran & Bill Mcdonald, 2011. "When Is a Liability Not a Liability? Textual Analysis, Dictionaries, and 10‐Ks," Journal of Finance, American Finance Association, vol. 66(1), pages 35-65, February.
    25. Angela K. Davis & Isho Tama†Sweet, 2012. "Managers’ Use of Language Across Alternative Disclosure Outlets: Earnings Press Releases versus MD&A," Contemporary Accounting Research, John Wiley & Sons, vol. 29(3), pages 804-837, September.
    26. Ali, Ashiq & Chen, Tai-Yuan & Radhakrishnan, Suresh, 2007. "Corporate disclosures by family firms," Journal of Accounting and Economics, Elsevier, vol. 44(1-2), pages 238-286, September.
    27. Cristi Gleason & Zhejia Ling & Rong Zhao, 2020. "Selective disclosure and the role of Form 8‐K in the post‐Reg FD era," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 47(3-4), pages 365-396, March.
    28. Feng Li, 2010. "The Information Content of Forward‐Looking Statements in Corporate Filings—A Naïve Bayesian Machine Learning Approach," Journal of Accounting Research, Wiley Blackwell, vol. 48(5), pages 1049-1102, December.
    29. Jing He & Marlene A. Plumlee, 2020. "Measuring disclosure using 8-K filings," Review of Accounting Studies, Springer, vol. 25(3), pages 903-962, September.
    30. Aboody, David & Kasznik, Ron, 2000. "CEO stock option awards and the timing of corporate voluntary disclosures," Journal of Accounting and Economics, Elsevier, vol. 29(1), pages 73-100, February.
    31. Healy, Paul M. & Palepu, Krishna G., 2001. "Information asymmetry, corporate disclosure, and the capital markets: A review of the empirical disclosure literature," Journal of Accounting and Economics, Elsevier, vol. 31(1-3), pages 405-440, September.
    32. Aggarwal, Reena & Dahiya, Sandeep & Prabhala, Nagpurnanand R., 2019. "The power of shareholder votes: Evidence from uncontested director elections," Journal of Financial Economics, Elsevier, vol. 133(1), pages 134-153.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Blankespoor, Elizabeth & deHaan, Ed & Marinovic, Iván, 2020. "Disclosure processing costs, investors’ information choice, and equity market outcomes: A review," Journal of Accounting and Economics, Elsevier, vol. 70(2).
    2. Calluzzo, Paul & Kedia, Simi, 2019. "Mutual fund board connections and proxy voting," Journal of Financial Economics, Elsevier, vol. 134(3), pages 669-688.
    3. Paul M. Guest & Marco Nerino, 2019. "Do Corporate Governance Ratings Change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services," Working Papers wp515, Centre for Business Research, University of Cambridge.
    4. Eachempati, Prajwal & Srivastava, Praveen Ranjan & Kumar, Ajay & Tan, Kim Hua & Gupta, Shivam, 2021. "Validating the impact of accounting disclosures on stock market: A deep neural network approach," Technological Forecasting and Social Change, Elsevier, vol. 170(C).
    5. Duan, Ying & Jiao, Yawen & Tam, Kinsun, 2021. "Conflict of interest and proxy voting by institutional investors," Journal of Corporate Finance, Elsevier, vol. 70(C).
    6. Tao Li, 2018. "Outsourcing Corporate Governance: Conflicts of Interest Within the Proxy Advisory Industry," Management Science, INFORMS, vol. 64(6), pages 2951-2971, June.
    7. Nadya Malenko & Yao Shen, 2016. "The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design," The Review of Financial Studies, Society for Financial Studies, vol. 29(12), pages 3394-3427.
    8. He, Yazhou Ellen, 2021. "Communications in proxy contests," Journal of Corporate Finance, Elsevier, vol. 69(C).
    9. Kim, Jongkyum & Lim, Jee-Hae & Yoon, Kyunghee, 2022. "How do the content, format, and tone of Twitter-based corporate disclosure vary depending on earnings performance?," International Journal of Accounting Information Systems, Elsevier, vol. 47(C).
    10. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    11. Wang, Xianjue, 2022. "Disloyal managers and proxy voting," Finance Research Letters, Elsevier, vol. 44(C).
    12. Artiga González, Tanja & Calluzzo, Paul & Granic, Georg D., 2023. "Ballot order effects in independent director elections," Journal of Behavioral and Experimental Finance, Elsevier, vol. 39(C).
    13. Xiao Wu, Dong & Yao, Xiao & Luan Guo, Jian, 2021. "Is Textual Tone Informative or Inflated for Firm’s Future Value? Evidence from Chinese Listed Firms," Economic Modelling, Elsevier, vol. 94(C), pages 513-525.
    14. Leonardo Fernandez, 2012. "Price Discovery, Investor Distraction and Analyst Recommendations Under Continuous Disclosure Requirements in Australia," PhD Thesis, Finance Discipline Group, UTS Business School, University of Technology, Sydney, number 1-2012, March.
    15. Stewart, Christopher R., 2023. "Appraisal rights and corporate disclosure during mergers and acquisitions," Journal of Accounting and Economics, Elsevier, vol. 75(1).
    16. Bilal Hafeez & M. Humayun Kabir & Udomsak Wongchoti, 2022. "Are retail investors really passive? Shareholder activism in the digital age," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(3-4), pages 423-460, March.
    17. Büchel, Berno & Mechtenberg, Lydia & Wagner, Alexander F., 2023. "When Do Proxy Advisors Improve Corporate Decisions?," VfS Annual Conference 2023 (Regensburg): Growth and the "sociale Frage" 277704, Verein für Socialpolitik / German Economic Association.
    18. John L. Campbell & Hye Seung “Grace” Lee & Hsin‐Min Lu & Logan B. Steele, 2020. "Express Yourself: Why Managers' Disclosure Tone Varies Across Time and What Investors Learn From It," Contemporary Accounting Research, John Wiley & Sons, vol. 37(2), pages 1140-1171, June.
    19. Minxing Sun & Weike Xu, 2024. "Short selling and readability in financial disclosures: A controlled experiment," The Financial Review, Eastern Finance Association, vol. 59(2), pages 265-292, May.
    20. Allen H. Huang & Jianghua Shen & Amy Y. Zang, 2022. "The unintended benefit of the risk factor mandate of 2005," Review of Accounting Studies, Springer, vol. 27(4), pages 1319-1355, December.

    More about this item

    Keywords

    Disclosure; 8-K; Shareholder meeting; Institutional shareholder services;
    All these keywords.

    JEL classification:

    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:finana:v:78:y:2021:i:c:s1057521921002234. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/inca/620166 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.