管理者与分析师之间的私下沟通:SEC诉Siebel Systems案的影响

Managers' private communications with analysts: The effect of SEC v. Siebel Systems, Inc.

Contemporary Accounting Research · 2023
被引 6
人大 A-FT50ABS 4

中文导读

研究了2005年SEC在Reg FD执法案中败诉后,管理者对分析师的私下选择性披露是否增加,发现分析师报告信息含量在Siebel判决后上升,尤其在有私下会议时,且这种效应在SEC恢复执法后减弱。

Abstract

Abstract In 2005, the SEC suffered a high‐profile loss in its first court case, SEC v. Siebel Systems, Inc. , in an effort to enforce Regulation Fair Disclosure (Reg FD). We examine the impact of this loss on managers' selective disclosure to sell‐side analysts. We provide evidence that the informativeness of analyst reports increased after the Siebel decision, especially for observable instances of private meetings. This finding suggests that such selective disclosure increased significantly after the court's decision. Our results also suggest that the increased selective disclosure faded as the SEC resumed enforcement actions related to Reg FD in 2009. In exploratory analyses, we survey and interview law firm partners to investigate possible mechanisms for our results; their responses suggest that the Siebel outcome reduced manager concern about liability from selective disclosure. Collectively, our results highlight how the anticipated costs of regulatory enforcement affect private information flow from managers to analysts in particular.

选择性披露监管执法成本分析师报告信息含量公平披露规则