However, the nature of the information about the firm that market participants
infer from a capital structure change, and use in revising their assessment of
share value, has not been determined.
In this paper we attempt to explain the nature of the information that
security offerings convey to market participants. A general explanation we
investigate is that investors infer that the market price exceeds managers’
assessment of share price when any offering of common stock or securities
convertible into common stock is announced, regardless of the characteristics
of the offering. That is, market participants respond to insiders’ incentive to
issue shares that are priced too high and to retire shares that are priced too
low. Security offerings are viewed as examples of the lemons problem presented
by Akerlof (1970).
A more specific explanation is based on Miller and Rock (1985) and Myers
and Majluf (1984). The basic premise of these models is that information about
the firm’s earnings prospects, investment opportunities or assets in place is
unevenly distributed between the firm’s managers and investors. The announcement
of a security offering that represents new financing (i.e., an
increase in the firm’s assets) conveys unfavorable information to the market.
As Myers and Majluf (1984) note, their model can be viewed as an application
of the lemons problem with a particular structure on the information asymmetry.