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Why Do Firms Go Dark?

Published online by Cambridge University Press:  06 April 2009

András Marosi  and
Nadia Massoud
András Marosi
Affiliation:
amarosi@ualberta.ca, Department of Finance and Management Science, University of Alberta, Edmonton, AB, T6G 2R6, Canada.
Nadia Massoud
Affiliation:
nmassoud@ualberta.ca, Department of Finance and Management Science, University of Alberta, Edmonton, AB, T6G 2R6, Canada.
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Abstract

In recent years, a number of firms and banks have decided to “go dark,” i.e., deregister with the Securities and Exchange Commission and delist from the major exchanges despite having a large number of outside shareholders. This paper seeks to answer two important questions: Why do firms choose to go dark? What are the consequences for shareholders? We find that firms with fewer valuable growth opportunities, greater insider ownership, lower institutional ownership, higher leverage, and lower market momentum are more likely to go dark. Furthermore, the cost of regulatory compliance is a driving force behind the going dark phenomenon.

Information

Type
Research Article
Information
Journal of Financial and Quantitative Analysis , Volume 42 , Issue 2 , June 2007 , pp. 421 - 442
Copyright
Copyright © School of Business Administration, University of Washington 2007

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References

Bushee, B. J., and Leuz, C.. “Economic Consequences of SEC Disclosure Regulation: Evidence from the OTC Bulletin Board.” Journal of Accounting and Economics, 39 (2005), 233–264.CrossRefGoogle Scholar
Chevalier, J. “What Do We Know about Cross-Subsidization? Evidence from Merging Firms.” Advances in Economic Analysis & Policy, 4 (2004), 1218–1244.CrossRefGoogle Scholar
DeAngelo, H.; DeAngelo, L.; and Rice, E.. “Going Private: Minority Freezeouts and Stockholder Wealth.” Journal of Law and Economics, 27 (1984), 367–401.CrossRefGoogle Scholar
DeAngelo, H.; DeAngelo, L.; and Skinner, D. J.. “Reversal of Fortune: Dividend Signaling and the Disappearance of Sustained Earnings Growth.” Journal of Financial Economics, 40 (1996), 341–372.CrossRefGoogle Scholar
Eldridge, S. W., and Kealey, B. T.. “SOX Costs: Auditor Attestation under Section 404.” Working Paper, University of Nebraska at Omaha (2005).Google Scholar
Engel, E.; Hayes, R. M.; and Wang, X.. “The Sarbanes-Oxley Act and Firms' Going-Private Decisions.” Journal of Accounting and Economics (forthcoming 2007).CrossRefGoogle Scholar
Healy, P., and Palepu, K.. “Effectiveness of Accounting-Based Dividend Covenants.” Journal of Accounting and Economics, 12 (1990), 97–124.CrossRefGoogle Scholar
Jensen, M. “Agency Costs of Cash Flow, Corporate Finance, and Takeovers.” American Economic Review, 76 (1986), 323–329.Google Scholar
Jin, L., and Wang, F.. “Leveraged Buyouts: Inception, Evolution, and Future Trends.” Perspectives, 3 (2002), (http://www.oycf.org/Perspectives/18_093002/Leveraged_Buyouts.htm).Google Scholar
Lang, L.; Stulz, R.; and Walking, R.. “A Test of the Free Cash Flow Hypothesis: The Case of Bidder Returns.” Journal of Financial Economics, 28 (1991), 315–335.CrossRefGoogle Scholar
Lehn, K., and Poulsen, A.. “Cash Flow and Stockholder Gains in Going Private Transactions.” Journal of Finance, 44 (1989), 771–787.CrossRefGoogle Scholar
Leuz, C.; Triantis, A.; and Wang, T.. “Why Do Firms Go Dark? Causes and Economic Consequences of Voluntary SEC Deregistrations.” Journal of Accounting and Economics (forthcoming 2007).CrossRefGoogle Scholar
Loughran, T., and Ritter, J.. “Long-Term Market Overreaction: The Effect of Low-Priced Stocks.” Journal of Finance, 51 (1996), 1959–1970.Google Scholar
Macey, J.; O'Hara, M.; and Pompilio, D.. “Down and Out in the Stock Market: The Law and Finance of the Delisting Process.” Working Paper, Cornell University (2004).Google Scholar
Marosi, A., and Massoud, N. Z.. “‘You Can Enter But You Cannot Leave …’—U.S. Securities Markets and Foreign Firms.” Working Paper, University of Alberta (2007).Google Scholar
Opler, T., and Titman, S.. “The Determinants of Leveraged Buyout Activity: Cash Flow vs. Financial Distress Costs.” Journal of Finance, 48 (1993), 1985–1999.CrossRefGoogle Scholar
Palepu, K. “An Anatomy of an Accounting Change.” In Accounting and Management: Field Study Perspectives, Bruns, W. Jr and Kaplan, R., eds. Boston, MA: HBS Press (1987).Google Scholar
Panchapagesan, V., and Werner, I.. “From Pink Slips to Pink Sheets: Market Quality around Delisting from NASDAQ.” Working Paper, Ohio State University (2004).Google Scholar
Patell, J. “Corporate Forecasts of Earnings per Share and Stock Price Behavior: Empirical Tests.” Journal of Accounting Research, 14 (1976), 246–276.CrossRefGoogle Scholar
Scholes, M., and Williams, J. T.. “Estimating Betas from Nonsynchronous Data.” Journal of Financial Economics, 5 (1977), 309–327.CrossRefGoogle Scholar
Turpen, R. A. “Audit Fees—What Research Tells Us.” CPA Journal (1995), 513–534.Google Scholar