disclosure patterns we observe are driven by proxy contest firms self-selecting into our sample).Consistent with the corporate control contest hypothesis prediction that managers who are interested in protecting their employment use corporate disclosures to reduce the likelihood of undervaluation and to explain away poor earnings performance, we find that the frequency of voluntary forward-looking disclosure increases during the proxy contests relative to the pre-proxy period. In addition, our results suggest that the disclosure change is temporary. After the contest is over, disclosure frequency decreases during the postproxy period relative to the proxy period. We also examine whether proxy contests are associated with a change in the tenor of news conveyed by disclosures. We find that the voluntary disclosure news is more positive (or less negative) during the proxy period relative to the pre-proxy period. In addition, we provide limited evidence that suggests that voluntary disclosures contain more negative news after the proxy contest ends, which suggests the more positive (or less negative) disclosure news during proxy contests is temporary. These results are robust to both including and excluding controls for current period earnings performance and current period returns, and the results are also robust to whether we model or ignore self-selection. In supplemental analysis, we find that our results are not influenced by manager tenure or management turnover. Finally, supplemental analysis suggests that managers that lost the proxy contest did not temporarily increase disclosure and change the tone of disclosure to be more positive, raising the possibility that voluntary disclosure could be used by managers as a defense mechanism.Our results advance the literature on voluntary disclosure. Evidence of the direct effects of managerial employment and compensation incentives on voluntary disclosure behavior is limited to documenting the association between managers' voluntary disclosure behavior and short-run compensation (e.g., Noe 1999; Aboody and Kasznik 2000; Nagar, Nanda, and Wysocki 2003) and examining disclosure behavior during takeover attempts in the U.K. (Brennan 1999). 3 Prior to this study, evidence on voluntary disclosure behavior during a proxy contest is nonexistent, despite calls for further research (Beyer et al. 2010;Healy and Palepu 2001). Further, the studies that examine the relation between managerial compensation and employment incentives and voluntary disclosure define disclosure only in terms of ex post verifiable management earnings forecasts, and we extend the analysis to all forward-looking statements in timely press releases. In fact, more generally, the predominance of research on forward-looking press releases omits nonearnings, forward-looking disclosures from the analysis and thus does not capture a potentially important set of voluntary disclosures. We show that managers use a variety of voluntary disclosures in press releases to attempt to influence vote-holding equity investo...
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