Noncompliance with SEC Regulations: Evidence from Timely Loan Disclosures
Review of Accounting Studies, forthcoming
58 Pages Posted: 10 Jun 2020 Last revised: 6 Feb 2022
Date Written: September 22, 2021
We use required 8-K filings around major borrowings to shed light on firms’ choices of whether to comply with SEC disclosure rules. Exploiting within-firm variation, we find that firms are more likely to hide loans with high spreads and tight financial covenants. We further find that firms appear to exploit the ambiguity of the definition of materiality as they are more likely to selectively disclose (hide) “immaterial” loans when interest rates are low (high). Firms are less likely to hide loans when investors anticipate borrowing during asset acquisition, when firms are followed by more equity analysts or receive more investor attention, and when the firms’ stock prices are more volatile. Lastly, we provide evidence that the SEC does not rigorously enforce compliance with 8-K loan disclosures.
Keywords: Disclosure, Bank Loans, SEC Monitoring, Form 8-K, Materiality
JEL Classification: G21, G28, G32, H25, H32
Suggested Citation: Suggested Citation