Fischer | Ad-hoc disclosure - A law and economics approach | E-Book | sack.de
E-Book

E-Book, Englisch, 85 Seiten

Fischer Ad-hoc disclosure - A law and economics approach

E-Book, Englisch, 85 Seiten

ISBN: 978-3-640-36845-7
Verlag: GRIN Publishing
Format: PDF
Kopierschutz: Kein



Diploma Thesis from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: 1,3, University of Augsburg (Prof. Dr. Möllers), course: Diplomarbeit, language: English, abstract: The economic analysis of the duty of ad-hoc disclosure and related issues in this paper led to the following conclusions: Due to information asymmetries between issuers and investors, a regula-tion of the rules of disclosure is necessary, which reduces the incentive for individual investors to costly gather information, and transfer this in-formation process onto issuers. The legislator?s goal for such reason can be found in the safeguarding of capital market efficiency as to both correct pricing and liquidity (or sufficient investor participation). The duty of ad-hoc disclosure should fully be transferred to the issuer, as it is the cheapest cost avoider and has sufficient own interests to provide correct and timely information. Nevertheless, legislation must avoid that the issuer can be held liable for information as if it was advice by detail-ing which information has to be given in which form. Furthermore, it must be ensured that investors are not flooded with information, but that only a sensible amount of pertinent information as opposed to advertising information is published. For the lesion of this duty of disclosure, not only the issuer as an entity, but as well the board members should be held liable, as this introduces additional incentives for compliance and adds liable capital for possible damaged parties. Nevertheless, both legislator and jurisdiction will have to limit the risk of abusive investor claims, which are likely to occur in such a constellation. If liability for defective ad-hoc disclosure can be established, the awarded damage should be out-of-pocket measure, as it limits liability to the actual amount of damage and does not transfer the risk of an investment in a way inconsistent with the general principles of the capital market. Furthermore, it provides advantages in processing multiple claims and can be unequivocally determined by a finance-mathematical method based on the Capital Asset Pricing Model.
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B. Role of information in capital markets and price influence
  Information being the price-governing factor on capital markets, the principles of its distribution and absorption are the key to its efficient functioning. Therefore, any rules and regulations concerned with capital market efficiency should thrive to incorporate the key concepts of capital markets, as “the findings of capital market research have severe implications for a sensible definition of the liability for information”[4]. Thus, in the following, the most common scholarly concepts are detailed.   a. Efficient capital market hypothesis
  The efficient capital market hypothesis, developed by E. Fama in the 1970s, claims that share prices at any time reflect available information[5], whereas three forms exist: According to the strong form, security prices reflect all information, public or not, whereas the semi-strong form would agree only as to already public news[6]. The weak form at last claims that share prices only contain past, but not actual and future information[7].   The information analysis and thus its incorporation in the prices are effectuated by professional traders, who constantly gather information and react on it[8]. This advantage in information provides them with above-average gains, and those gains, vice versa, provide an incentive for further gathering of information[9]. Nevertheless, it must be underlined that those above-average gains are not made “at the expense of the general investing public, [but] are incentive and adequate compensation for the effort undertaken in the interest of all market participants”[10], i.e. correct market prices which reflect the true value of a share with all information incorporated. Due to the work of professional traders, individual investors in small shares can rely on the correctness of prices. They do not need to costly gather information and can be simple “price takers”[11].   Empirical studies have proven both the content of the efficient capital market hypothesis and the enormously short amount of time (only several minutes) after which a piece of information becomes incorporated[12]. Nevertheless, the concept has as well been criticized:   At first, we must keep mind the so-called efficient capital market hypothesis paradox: if too many investors believe the share price to incorporate all information available and rely on it, market prices cease to incorporate all information as too few investors gather it, and vice versa. If only few investors rely on price integrity, the efficient capital market hypothesis works, as investors gather avidly information to reach an insider status which allows them to make gains.   Furthermore, the efficient capital market hypothesis is contested by the fact that insider knowledge actually does exist and can be used by some individual to reap extraordinary benefits, whereas according to the efficient capital market hypothesis in its strong version, it must be expected that all information is incorporated in the price. This is even more pertinent as insiders might play with the market mechanism to enhance gains. Thus, we might negate at least the strong form of the efficient capital market hypothesis.   Thus, related to ad-hoc disclosure, the Efficient capital market hypothesis teaches us that sooner (strong form) or later (semi-strong or weak form) the disclosed piece of information will be contained in the stock prices.   b. Behavioral finance
  Behavioral finance takes on opposite view on capital markets and claims that “individual psychology affects prices”[13], whereas the concept is based on the observation that individuals do not “maximize the expected value of a utility function”[14], but modify such rational considerations with psychological behaviors.   i. Information traders and noise traders
  According to the behavioral finance models, share traders are two-fold: information traders “use a […] learning rule to form estimates of returns”[15], whereas noise traders act without such rules and thus generate errors. Behavioral finance argues that in a market fully composed by information traders, the Efficient capital market hypothesis would be true, while it fails in all other (and thus all real) markets[16]. Whereas the efficient market possesses a key single driver who would change prices, i.e. new information, an inefficient market where noise traders participate displays a second driver, i.e. behavior, which drives prices away from efficiency[17].   Thus, “noise traders do not process information rationally”[18] – a most valuable conclusion. As we must assume that most individual investors are such noise traders due to their lacking experience and lacking means of efficient information processing, we can expect that they will over- or underestimate information given, or mismap probabilities of its occurrence[19] due to their “particular cognitive errors”[20]. Those are sustained by so-called “bounded rationality”, i.e. the fact that the human being is only able to absorb a certain amount of information[21]. Thus, everyone would, if they were given the same piece of information, derive the conclusion which fits with their general assumptions and beliefs derived by recent history[22] regardless of the content of the information.   ii. Publications effects
  Experiments suggest that the form in which information is presented influences investors’ behavior, and thus eventually share prices: performance information “is valued more when it is explicitly recognized, […] and perceptions also depend on how items are grouped”[23] or whether they are included in the disclosure’s main part or as footmarks only. Thus, we must conclude that the way ad-hoc disclosure is published influences strongly its impact. Empirical evidence suggests that even “irrelevant, redundant or old news affect security prices”[24] if published in a way which provokes investor’ reactions. Thus, it must be a clear goal of regulation to define the form in which ad-hoc disclosure must be made in order to avoid overreactions by the investing public.   iii. Ease-of-processing effects
  We must acknowledge that every individual only possesses “limited attention, memory and processing capacities”[25] for the evaluation of information given. Thus, an overflow of information would “trigger associations that influence judgments”[26] – exactly what happened in ad-hoc disclosure. Several pieces of positive news, be it of the same or related issuers, caused investors to judge the market segment or the issuer as a whole (although this was not inferred by the individual ad-hoc disclosures) – and this judgment was, necessarily, wrong, as it was based on faulty assumptions. Such a process is heavily supported by “salience and availability effects”[27], i.e. the fact that ad-hoc information differs heavily from formerly know information and contains events of the normal course of business, which are recalled more easily.   The most severe influence, nevertheless, is the so-called “illusion of the truth”[28]: people will infer the truth of a statement if it is easy to process. As the ease of processing is a prescription for ad-hoc disclosure[29], investors will infer truth for each and every disclosure and not spend the necessary critical attention to determine whether it indeed is. This is reinforced by the phenomena of “cue competition”[30], which describes the fact that salient cues weaken the effect of less salient ones, and of confirmatory bias, which means that “people are often too inattentive to new information contradicting their hypotheses”[31], or even misread adverse evidence as support for their initial hypothesis. Thus, although defective ad-hoc disclosure has been corrected, its effect might remain, as investors continue to trust in it.   iv. Bounded willpower and emotional influences
  Both concepts offer an explanation for the mass reactions to news: people tend to conclude “that the probability of an event […] is greater if they have recently witnessed an occurrence of the event”[32] – if, then, a sufficient amount of investors would have reaped benefits while investing in share x, they themselves would believe in its profitability regardless of contradicting signs. Such a structure will be nourished by “bounded willpower”[33], i.e. the fact that people do for short-term well-being even things which are in conflict with their long-term aims. Applied to the share market, this means: even if investors know that they run a higher risk to their long-term goal of financial security, they will...


Fischer, Veronika
Dr. Veronika von Heise-Rotenburg ist Chief Financial Officer (CFO) und Co-Geschäftsführerin bei everphone. In dieser Rolle ist sie für die Bereiche Finance, People&Culture und Legal Legal des Phone-as-a-Service-Anbieters verantwortlich. Veronika ist ausgewiesene Expertin für digital Finance und Asset-basierte Finanzierungen und hat langjährige Erfahrung im Bereich Fleet Lending.
Bevor sie zu everphone kam, war die promovierte Juristin beim britischen Online-Gebrauchtwagenhändler Cazoo. Hier verantwortete sie als Leiterin der Rechts- und Finance-Abteilung die Expansion des Unternehmens in die Europäischen Märkte auf rechtlicher und finanzieller Ebene. Zu Cazoo kam sie im Rahmen der Übernahme des Auto-as-a-service-Services Cluno, welchen sie als CFO und Geschäftsführerin leitete.
Von 2014 bis 2018 war Veronika kaufmännische Leiterin und Prokuristin von TraXall Germany, einem Anbieter für nachhaltiges Management von Fuhrparks und Mobilität. Sie hatte den Dienstleister aus der Hannover Leasing Automotive GmbH, wo sie das Risikomanagement verantwortete, gemeinsam mit einem Co-Founder ausgegründet. Ihre Karriere begann sie als Associate bei McKinsey.
Veronika hat Recht und Wirtschaft in Augsburg studiert. Außerdem hat sie einen MBA in General Management von der University of Dayton und promovierte im internationalen Kapitalmarktrecht an der der Universität Augsburg.


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