What Are We Meeting For? The Consequences of Private Meetings with Investors

David  H. Solomon; Eugene F. Soltes

Article | Journal of Law & Economics | May 2015

What Are We Meeting For? The Consequences of Private Meetings with Investors

by David H. Solomon and Eugene F. Soltes

Abstract

Regulation Fair Disclosure was passed in 2000 in response to the concern that certain investors were gaining selective access to privileged firm information. In spite of the passage of this regulation, some investors continue to meet privately with executives. Using a unique set of proprietary records of all one-on-one meetings between senior management and investors for an NYSE-traded firm, we investigate the impact of private meetings on investor decisions. We find that when investors meet privately with management they make more informed trading decisions. This improvement in trading is concentrated in hedge funds, but is not present for investment advisors or pension funds. Overall, our results suggest that private meetings help a select group of investors make more informed trading decisions.

Keywords: Conferences; Decision Making; Investment;

Format: Print

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Solomon, David H., and Eugene F. Soltes. "What Are We Meeting For? The Consequences of Private Meetings with Investors." Journal of Law & Economics 58, no. 2 (May 2015): 325–355.

Regulators have long been aware that differential access to information can undermine the efficiency and fairness of financial markets. In an effort to place investors on equal footing, the Securities and Exchange Commission in 2000 created Regulation Fair Disclosure (Reg FD), which prohibits public firms from disclosing material information to certain parties but not others. Nevertheless, managers have continued to meet privately with select investors, possibly sharing information in violation of Reg FD. A key weakness of Reg FD is that its definition of materiality remains unclear. Using a series of vignettes based on actual private investor meetings, I investigate how managers and regulators understand Reg FD. I find considerable uncertainty and disagreement among both managers and regulators as to what kind of information may be lawfully communicated. Many managers interpret Reg FD subjectively, often relying on individual industry norms to decide where to draw the line. Ultimately, the ambiguity of Reg FD leads to considerable variation in the information managers privately provide to investors, undermining the notion of a level playing field in financial markets.

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What Are We Meeting For? The Consequences of Private Meetings with Investors

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