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Why Do Firms Go Dark? Causes and Economic Consequences of Voluntary SEC Deregistrations

Christian Leuz
University of Chicago - Booth School of Business; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI); University of Pennsylvania - Wharton Financial Institutions Center

Alexander J. Triantis
University of Maryland - Robert H. Smith School of Business

Tracy Yue Wang
University of Minnesota - Twin Cities - Carlson School of Management


March 2008

ECGI - Finance Working Paper No. 155/2007
AFA 2006 Boston Meetings Paper
Robert H. Smith School Research Paper No. RHS 06-045

Abstract:     
We examine a comprehensive sample of going-dark deregistrations where companies cease SEC reporting, but continue to trade publicly. We document a spike in going dark that is largely attributable to the Sarbanes-Oxley Act. Firms experience large negative abnormal returns when going dark. We find that many firms go dark due to poor future prospects, distress and increased compliance costs after SOX. But we also find evidence suggesting that controlling insiders take their firms dark to protect private control benefits and decrease outside scrutiny, particularly when governance and investor protection are weak. Finally, we show that going dark and going private are distinct economic events.

Keywords: SEC deregistration, Disclosure, Going private, Regulation, Private control

JEL Classifications: G18, G38, K22, G39, M41, M45, M44, G14

Working Paper Series

Date posted: October 24, 2005 ; Last revised: April 01, 2008

Suggested Citation

Leuz, Christian, Triantis, Alexander J. and Wang, Tracy Yue, Why Do Firms Go Dark? Causes and Economic Consequences of Voluntary SEC Deregistrations (March 2008). ECGI - Finance Working Paper No. 155/2007; AFA 2006 Boston Meetings Paper; Robert H. Smith School Research Paper No. RHS 06-045. Available at SSRN: http://ssrn.com/abstract=592421 or doi:10.2139/ssrn.592421


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Contact Information

Christian Leuz (Contact Author)
University of Chicago - Booth School of Business ( email )
5807 S. Woodlawn Avenue
Chicago, IL 60637
United States
773-834-1996 (Phone)
HOME PAGE: http://chicagogsb.edu/fac/christian.leuz
National Bureau of Economic Research (NBER) ( email )
1050 Massachusetts Avenue
Cambridge, MA 02138
United States
HOME PAGE: http://www.nber.org
European Corporate Governance Institute (ECGI)
Brussels Belgium
HOME PAGE: http://www.ecgi.org
University of Pennsylvania - Wharton Financial Institutions Center
3641 Locust Walk
Philadelphia, PA 19104-6218
United States
Alexander J. Triantis
University of Maryland - Robert H. Smith School of Business ( email )
Department of Finance
College Park, MD 20742-1815
United States
301-405-2246 (Phone)
301-314-9157 (Fax)
Tracy Yue Wang
University of Minnesota - Twin Cities - Carlson School of Management ( email )
19th Avenue South
Minneapolis, MN 55455
United States
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