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Disclosure by firms under voting pressure

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  • 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
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    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. 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.
    6. 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.
    7. 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.
    8. 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.
    9. 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.
    10. 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.
    11. 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.
    12. Tsileponis, Nikolaos & Stathopoulos, Konstantinos & Walker, Martin, 2020. "Do corporate press releases drive media coverage?," The British Accounting Review, Elsevier, vol. 52(2).
    13. 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.
    14. 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.
    15. 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.
    16. 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.
    17. 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.
    18. 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.
    19. 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.
    20. 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.
    21. 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.
    22. 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.
    23. 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.
    24. repec:oup:revfin:v:29:y:2016:i:12:p:3394-3427. is not listed on IDEAS
    25. 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.
    26. Yermack, David, 2014. "Tailspotting: Identifying and profiting from CEO vacation trips," Journal of Financial Economics, Elsevier, vol. 113(2), pages 252-269.
    27. 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.
    28. 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.
    29. 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.
    30. 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.
    31. 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.
    32. Jing He & Marlene A. Plumlee, 2020. "Measuring disclosure using 8-K filings," Review of Accounting Studies, Springer, vol. 25(3), pages 903-962, September.
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    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

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