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Shelf Registration and the Reduced Due Diligence Argument: Implications of the Underwriter Certification and the Implicit Insurance Hypotheses

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  • Blackwell, David W.
  • Marr, M. Wayne
  • Spivey, Michael F.

Abstract

Critics argue that shelf registration greatly reduces the ability of underwriters to perform adequate due diligence. This argument suggests underwriters will demand greater compensation for shelf issues compared to such traditional issues as an insurance premium for protection against potential litigation or loss of reputation caused by inadequate due diligence. Our findings suggest the presence of such a premium, that the premium is higher for firms with higher expected due diligence liabilities, and that underwriters perceive that shelf registration erodes due diligence and, subsequently, price the due diligence erosion accordingly. This pricing behavior is consistent with our findings that firms with higher expected due diligence liabilities are more likely to choose traditional registration.

Suggested Citation

  • Blackwell, David W. & Marr, M. Wayne & Spivey, Michael F., 1990. "Shelf Registration and the Reduced Due Diligence Argument: Implications of the Underwriter Certification and the Implicit Insurance Hypotheses," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 25(02), pages 245-259, June.
  • Handle: RePEc:cup:jfinqa:v:25:y:1990:i:02:p:245-259_00
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    Cited by:

    1. B[oslash]hren, [Oslash]yvind & Eckbo, B. Espen & Michalsen, Dag, 1997. "Why underwrite rights offerings? Some new evidence," Journal of Financial Economics, Elsevier, vol. 46(2), pages 223-261, November.
    2. Brucato, Peter Jr. & Smith, David M., 1997. "An analysis of the role of firm reputation in the market's reaction to corporate dividends," The Quarterly Review of Economics and Finance, Elsevier, vol. 37(3), pages 647-665.
    3. Daniel M. Covitz & Paul Harrison, 2003. "Do banks strategically time public bond issuance because of the accompanying disclosure, due diligence, and investor scrutiny?," Finance and Economics Discussion Series 2003-37, Board of Governors of the Federal Reserve System (U.S.).
    4. Numata, Shingo & Takeda, Fumiko, 2010. "Stock market reactions to audit failure in Japan: The case of Kanebo and ChuoAoyama," The International Journal of Accounting, Elsevier, vol. 45(2), pages 175-199, June.
    5. Cornett, Marcia Millon & Davidson, Wallace III & Rangan, Nanda, 1996. "Deregulation in investment banking: Industry concentration following Rule 415," Journal of Banking & Finance, Elsevier, vol. 20(1), pages 85-113, January.
    6. Cathy Cao & Chongyang Chen & Joyce Wang, 2015. "Underwriter reputation and pricing of risk: evidence from seasoned equity offerings," Review of Quantitative Finance and Accounting, Springer, vol. 44(4), pages 609-643, May.
    7. Autore, Don M. & Kumar, Raman & Shome, Dilip K., 2008. "The revival of shelf-registered corporate equity offerings," Journal of Corporate Finance, Elsevier, vol. 14(1), pages 32-50, February.
    8. Krishnaswami, Sudha & Subramaniam, Venkat, 1999. "Information asymmetry, valuation, and the corporate spin-off decision," Journal of Financial Economics, Elsevier, vol. 53(1), pages 73-112, July.
    9. Nont Dhiensiri & Akin Sayrak, 2010. "The value impact of analyst coverage," Review of Accounting and Finance, Emerald Group Publishing, vol. 9(3), pages 306-331, August.
    10. Santos, Joao A.C., 2006. "Why firm access to the bond market differs over the business cycle: A theory and some evidence," Journal of Banking & Finance, Elsevier, vol. 30(10), pages 2715-2736, October.
    11. Covitz, Daniel M. & Harrison, Paul, 2004. "Do banks time bond issuance to trigger disclosure, due diligence, and investor scrutiny?," Journal of Financial Intermediation, Elsevier, vol. 13(3), pages 299-323, July.
    12. Autore, Don M. & Billingsley, Randall S. & Schneller, Meir I., 2009. "Information uncertainty and auditor reputation," Journal of Banking & Finance, Elsevier, vol. 33(2), pages 183-192, February.
    13. repec:eee:jfinec:v:124:y:2017:i:3:p:580-598 is not listed on IDEAS
    14. Manos, Ronny & Murinde, Victor & Green, Christopher J., 2012. "Dividend policy and business groups: Evidence from Indian firms," International Review of Economics & Finance, Elsevier, vol. 21(1), pages 42-56.
    15. Yeoman, John C., 2001. "The optimal spread and offering price for underwritten securities," Journal of Financial Economics, Elsevier, vol. 62(1), pages 169-198, October.
    16. Roten, Ivan C. & Mullineaux, Donald J., 2002. "Debt underwriting by commercial bank-affiliated firms and investment banks: More evidence," Journal of Banking & Finance, Elsevier, vol. 26(4), pages 689-718, April.
    17. Endo, Tadashi, 2008. "Broadening the offering choice of corporate bonds in emerging markets : cost-effective access to debt capital," Policy Research Working Paper Series 4655, The World Bank.
    18. Heng An & William Hardin & Zhonghua Wu, 2012. "Information Asymmetry and Corporate Liquidity Management: Evidence from Real Estate Investment Trusts," The Journal of Real Estate Finance and Economics, Springer, vol. 45(3), pages 678-704, October.
    19. Partha Gangopadhyay & Ken Yook & Yoon Shin, 2014. "Insider trading and firm-specific return volatility," Review of Quantitative Finance and Accounting, Springer, vol. 43(1), pages 1-19, July.
    20. Ari Pandes, J., 2010. "Bought deals: The value of underwriter certification in seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 34(7), pages 1576-1589, July.
    21. Zhaoxia Xu, 2007. "Do Firms Adjust Toward a Target Leverage Level?," Staff Working Papers 07-50, Bank of Canada.
    22. Koerniadi, Hardjo & Krishnamurti, Chandrasekhar & Lau, Sie Ting & Tourani-Rad, Alireza & Yang, Ting, 2015. "The role of internal and external certification mechanisms in seasoned equity offerings," Journal of Multinational Financial Management, Elsevier, vol. 30(C), pages 110-127.
    23. Clinton, Sarah B. & White, Joshua T. & Woidtke, Tracie, 2014. "Differences in the information environment prior to seasoned equity offerings under relaxed disclosure regulation," Journal of Accounting and Economics, Elsevier, vol. 58(1), pages 59-78.

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