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SEC enforcement in the PIPE market: Actions and consequences

Author

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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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    References listed on IDEAS

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    1. Karpoff, Jonathan M. & Scott Lee, D. & Martin, Gerald S., 2008. "The consequences to managers for financial misrepresentation," Journal of Financial Economics, Elsevier, vol. 88(2), pages 193-215, May.
    2. Na Dai & Hoje Jo & John D. Schatzberg, 2010. "The Quality and Price of Investment Banks' Service: Evidence from the PIPE Market," Financial Management, Financial Management Association International, vol. 39(2), pages 585-612, June.
    3. Ola Bengtsson & Na Dai, 2014. "Financial Contracts in PIPE Offerings: The Role of Expert Placement Agents," Financial Management, Financial Management Association International, vol. 43(4), pages 795-832, December.
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    5. Jackson, Howell E. & Roe, Mark J., 2009. "Public and private enforcement of securities laws: Resource-based evidence," Journal of Financial Economics, Elsevier, vol. 93(2), pages 207-238, August.
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    Citations

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    Cited by:

    1. 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.
    2. 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.
    3. 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.

    More about this item

    Keywords

    Private Investment in Public Equity (PIPE); Regulation; The SEC;

    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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