Voluntary Disclosure During Equity Offerings : Reducing Information Asymmetry or Hyping the Stock?

We examine corporate disclosure activity around seasoned equity offerings and its effect on stock prices. If a firm's disclosures can increase the proceeds from security issuance, either by reducing information asymmetry or by "hyping" the stock, it will enjoy a lower cost of equity capital at the issuance. Potentially offsetting this incentive, the 1933 Securities Act restricts certain disclosure activities prior to equity offerings. Beginning six months before the offering, our sample of issuing firms dramatically increase their disclosure activity relative to control firms, particularly for the categories of disclosure over which firms have the most discretion. The increase is significant after controlling for the firm's current and future earnings performance and is largest for firms with selling shareholders participating in the offering. However, there is no change in the frequency of forward-looking statements prior to the equity offering, which is expressly prohibited by the securities law. Firms that maintain a consistently high level of disclosure enjoy price increases prior to the offering and only minor price declines at the offering announcement, consistent with disclosure reducing the information asymmetry inherent in the offering. Firms that substantially increase their disclosure activity in the six months prior to the offering also enjoy price increases prior to the offering but suffer much larger price declines at the announcement of their intent to issue equity, consistent with the disclosure increase being used to "hype the stock" and the market partially correcting for the earlier price increase. Firms that maintain a consistently high disclosure level have no unusual return behavior subsequent to the announcement, while the firms that "hyped" their stock continue to suffer negative returns, reinforcing the conclusion that the increased disclosure activity was indeed "hype," but also demonstrating that the hype was successful in lowering the firms' cost of equity capital