When Disclosure Pays: Evidence from the Over-The-Counter Markets

Abstract

This paper examines the impact of the 2021 amendments to SEC Rule 15c2-11, which imposed new public disclosure requirements on OTC-traded firms that wished to retain a publicly accessible quotation. Using an event study framework, we analyze how firms’ decisions to disclose—or not—affected market liquidity and valuation. We find that firms that complied with the rule experienced immediate improvements in liquidity and significant positive market-adjusted returns, whereas firms that failed to disclose experienced a sharp drop in liquidity as they were relegated to a restricted “Expert Market” platform. Notably, firms benefited even when disclosing seemingly lackluster financial information. For example, the set of newly compliant firms that disclosed a greater financial loss than reported in their most recent prior disclosure experienced a mean three-day cumulative market-adjusted return of 19.5%.

Details

Author(s):
Publish Date:
April 14, 2025
Publication Title:
Stanford Law School
Format:
Working Paper
Citation(s):
  • Robert Bartlett & Colleen Honigsberg, When Disclosure Pays: Evidence from the Over-The-Counter Markets, Stanford Law School, Apr. 14, 2025 (available at SSRN.com: https://ssrn.com/abstract=5357679).
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