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SEC enforcement in the PIPE market: Actions and consequences

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  • Bengtsson, Ola
  • Dai, Na
  • Henson, Clifford

Abstract

In 2002, the SEC launched enforcement actions against investors involved in PIPE (Private Investments in Public Equity) transactions. We describe the legal ramifications of this enforcement initiative, and document dramatic contemporaneous market-wide changes in the contractual structure of PIPEs. PIPEs in the post-action period included fewer aggressive repricing rights and more trading restrictions. However, PIPEs in the post-action period also included more investor protections and fewer issuer rights. These results suggest that the SEC’s enforcement enticed investors to substitute non-SEC-targeted contractual features for targeted ones. Our paper sheds new light on the role of legal enforcement on financial contract design.

Suggested Citation

  • Bengtsson, Ola & Dai, Na & Henson, Clifford, 2014. "SEC enforcement in the PIPE market: Actions and consequences," Journal of Banking & Finance, Elsevier, vol. 42(C), pages 213-231.
    • Handle: RePEc:eee:jbfina:v:42:y:2014:i:c:p:213-231
    DOI: 10.1016/j.jbankfin.2014.02.002
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    Full references (including those not matched with items on IDEAS)

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    Cited by:

    1. Hsu, Ching-Yu & Chen, Sheng-Syan & Huang, Chia-Wei, 2021. "Board independence and PIPE offerings," International Review of Economics & Finance, Elsevier, vol. 75(C), pages 478-500.
    2. Cai, Yuxin & Lyu, Huaili & Peng, Meng, 2024. "The role of sponsor representatives in SEO underpricing: Evidence from China," International Review of Economics & Finance, Elsevier, vol. 89(PB), pages 30-45.
    3. Andriosopoulos, Dimitris & Panetsidou, Styliani, 2021. "A global analysis of Private Investments in Public Equity," Journal of Corporate Finance, Elsevier, vol. 69(C).
    4. Karen Benson & Martina K. Linnenluecke & David Morrison & Sviatoslav Rosov, 2020. "Death spiral PIPEs: a reconsideration of the evidence," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(4), pages 4175-4194, December.
    5. Floros, Ioannis V. & Sapp, Travis R.A., 2012. "Why do firms issue private equity repeatedly? On the motives and information content of multiple PIPE offerings," Journal of Banking & Finance, Elsevier, vol. 36(12), pages 3469-3481.
    6. Billett, Matthew T. & Elkamhi, Redouane & Floros, Ioannis V., 2015. "The influence of investor identity and contract terms on firm value: Evidence from PIPEs," Journal of Financial Intermediation, Elsevier, vol. 24(4), pages 564-589.
    7. Onur Bayar & Yini Liu & Juan Mao, 2023. "Shareholder litigation and short selling ahead of private equity placements," The Financial Review, Eastern Finance Association, vol. 58(4), pages 833-858, November.
    8. Chen, Sheng-Syan & Hsu, Ching-Yu & Huang, Chia-Wei, 2016. "The white squire defense: Evidence from private investments in public equity," Journal of Banking & Finance, Elsevier, vol. 64(C), pages 16-35.
    9. Katherine Gunny & Troy Pollard, 2023. "The role of earnings management via real activities and accrual management in PIPEs," Review of Quantitative Finance and Accounting, Springer, vol. 61(2), pages 481-500, August.

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    More about this item

    Keywords

    Private Investment in Public Equity (PIPE); Regulation; The SEC;
    All these keywords.

    JEL classification:

    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • G18 - Financial Economics - - General Financial Markets - - - Government Policy and Regulation
    • G24 - Financial Economics - - Financial Institutions and Services - - - Investment Banking; Venture Capital; Brokerage
    • K12 - Law and Economics - - Basic Areas of Law - - - Contract Law
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • K42 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Illegal Behavior and the Enforcement of Law

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