Litigation Risk, Strategic Disclosure and the Underpricing of Initial Public Offerings
Kathleen Weiss Hanley
Securities and Exchange Commission (SEC)
University of Maryland - Department of Finance
January 1, 2011
FEDS Working Paper No. 2011-12
Using word content analysis on the time-series of IPO prospectuses, we find evidence that issuers trade off underpricing and strategic disclosure as potential hedges against litigation risk. This tradeoff explains a significant fraction of the variation in prospectus revision patterns, IPO underpricing, the partial adjustment phenomenon, and litigation outcomes. We find that strong disclosure is an effective hedge against all lawsuits. Underpricing, however, is an effective hedge only against the incidence of Section 11 lawsuits, those lawsuits which are most damaging to the underwriter. Underwriters who fail to adequately hedge litigation risk experience economically large penalties including loss of market share.
Number of Pages in PDF File: 45
Keywords: initial public offerings, disclosure, litigation, securities underwriting
JEL Classification: G32, G24, G14Accepted Paper Series
Date posted: April 18, 2011 ; Last revised: December 19, 2011
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