This study aims to evaluate the effect of regulatory corporate governance mandates on the valuation of equity-issuing firms in the U.S. Using a matched sample, we examine how the Exchange Listing Requirements, specifically, and the Sarbanes-Oxley Act (SOX), generally, affect IPO valuations. Board structure compliance provides no consistent valuation benefit. We find some evidence of negative effects for firms whose board structure is significantly altered by Reform and among small firms. The absence of increased valuations post-Reform suggests that there is little to offset the loss of private control benefits that Reform represents (post-Reform insider ownership and founder involvement are lower) and, thus, at the margin, Reform creates incentives for some firms to stay private. While the 2012 JOBS Act reduced the burden of registration, reporting and accounting requirements of SOX for small firms, it did nothing to change the board structure requirements of these firms. The results of this study together with those of Wintoki (2007) and Rhodes (2018) suggest that regulations pertaining to the board structure requirements of small equity-issuing firms should either be modified to allow more flexibility or repealed altogether. If lawmakers ultimately relax these requirements, future studies may focus on changes in board structures, private benefits of control, and the rates at which firms access public equity markets.
This study utilizes hand-collected ownership data to re-examine the signaling, agency and wealth effect theories in a matched-sample of initial public offerings (IPOs) issued in the U.S. prior to and following the passage of the Sarbanes-Oxley Act of 2002 (SOX). SOX provides some motivation for revisiting these topics because evidence exists that it may have affected the types of firms going public and ultimately the relatively importance of adverse selection and moral hazard, the asymmetric information problems with which these theories are concerned. Results on both the pre- and post-SOX samples are consistent with the signaling theory and evidence of a wealth effect exists in both eras. However, in contrast to results of studies conducted prior to SOX, both the pre- and post-SOX results give little credence to the agency theory, suggesting that SOX has not impacted investors’ concerns regarding moral hazard. Rather, the difference between the pre-SOX results and the results of previous studies suggests that SOX appeared to reduce moral hazard concerns only through its effect on the self-selection of firms going public.
This study utilizes hand-collected ownership data to reexamine the signaling, agency and wealth effect theories in a matched-sample of initial public offerings (IPOs) issued in the U.S. prior to and following the passage of the Sarbanes-Oxley Act of 2002 (SOX). SOX provides some motivation for revisiting these topics because evidence exists that it may have affected the types of firms going public and ultimately the relatively importance of adverse selection and moral hazard, the asymmetric information problems with which these theories are concerned. Results on both the pre-and post-SOX samples are consistent with the signaling theory and evidence of a wealth effect exists in both eras. However, in contrast to results of studies conducted prior to SOX, both the pre-and post-SOX results give little credence to the agency theory, suggesting that SOX has not impacted investors' concerns regarding moral hazard. Rather, the difference between the pre-SOX results and the results of previous studies suggests that SOX appeared to reduce moral hazard concerns only through its effect on the selfselection of firms going public. That is, SOX appears to have affected the types of firms going public and prohibited firms with greater moral hazard problems from accessing public equity markets.
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