Managers’ attempts to distract investors from bad news have serious implications for market efficiency.
Public-relations professionals call it “getting ahead of the story”—feeding positive spin to the media to blunt the impact of unflattering news to come. Celebrities engage in it; so do companies when, for example, their forthcoming earnings report is destined to disappoint. But do these face-saving distraction tactics affect the long-term movement of share prices?
Min Shen, associate professor of accounting at Costello College of Business at George Mason University, recently published a paper in The Accounting Review suggesting that traders see through these pre-emptive disclosures of positive news, and change their info-seeking behavior accordingly.
Shen’s co-authors were Edward Xuejun Li of Baruch College, K. Ramesh of Rice University, and Joanna Shuang Wu of University of Rochester.
The researchers analyzed share price movements surrounding corporate and non-corporate disclosures between January 2003 and March 2016 (35,330 firm-year observations in their sample). Corporate disclosures included earnings announcements, management guidance, press releases, SEC filings, etc. Non-corporate disclosures come from intermediaries such as analysts, credit rating agencies and journalistic outlets.
Splitting the firm-years into “good” and “bad” years based on stock performance, the researchers uncovered a striking discrepancy. During a bad year (i.e. when a company was underperforming relative to peers), the market’s immediate response to corporate disclosures had much less of a lingering effect, accounting for a mere 40 percent of price discovery over the course of the year. The equivalent figure for good years was around 60 percent.
Shen stresses that corporate disclosures were no less frequent during bad years, but they were seen as less informative. Press releases were one of the main drivers of the disparity: Their contribution to price discovery fell from an average of 27 percent during good years, to three percent in bad times.
“A company might rush a press release announcing a new AI model, or a new five-year contract with the government, in anticipation of an upcoming adverse disclosure,” Shen says. “And for bad news, they try to delay it as much as possible, until they are forced to disclose in mandatory SEC filings.”
This gap was basically unaffected by the 2008 global financial crisis. “We picked 2009 as the cut-off year, and compared pre-crisis to post-crisis,” Shen says. “In the post-crisis period, we find management teams became somewhat more cautious and less inclined to withhold bad news. So the gap between good-news and bad-news years narrowed a bit, but the main findings still hold.”
So if official disclosures from underperforming companies became less influential, where was the market getting its information during bad years? In the absence of reliable public disclosures, investors intensified their search for private information. The price-setting power of so-called “extreme order imbalances”—incidents of severely lopsided supply and demand that are often triggered by private information-sharing—was greater during bad years.
Moreover, by sharing what they know, outside monitors such as short sellers, equity analysts, and dedicated long-term institutional investors can put pressure on managers to be more transparent about bad news. Shen and her co-authors found that more stringent external monitoring by these market participants was associated with faster disclosure of bad news. When managers see that the news they are trying to bury is leaking out anyway through other channels, they may conclude that there’s nothing to be gained by continuing the cover-up.
Shen says her paper calls attention to how conflicting managerial incentives shape disclosure. “Managers are driven by compensation and job security incentives, which are pegged to benchmarks such as target share price or debt-to-equity ratio. That’s why they disclose good news as fast as possible, and try to hide bad news.”
But managers’ attempts to control the narrative are bounded by government regulations (e.g. SEC reporting requirements) and the company’s risk of a shareholder lawsuit that may follow a sudden decline in share price. Therefore, Shen suggests that policymakers could consider playing a more active role.
“SEC filings are quite significant for price discovery during bad years and insignificant during good years,” Shen says. “Mandatory disclosure brings bad news to light faster, because management faces more severe penalties and heightened litigation risk if they insist on burying it.”