There is little empirical work examining contractual innovation in the context of China, which is the second largest venture capital market in the world, after the United States. Drawing upon extensive interviews, a hand-collected dataset of investment agreements and judgements made by Chinese courts on venture capital disputes, this article examines a unique contractual design that is common in the Chinese venture capital sector—the valuation adjustment mechanism (“VAM”). A VAM provides investors with a right to adjust a portfolio company’s original valuation and to get compensation by cash or equity upon the occurrence of certain future events (such as failing to meet financial or non-financial performance indicators). The prevalence of VAMs in China is potentially attributable to: (1) severe information asymmetry in the less informed market, (2) the lack of convertible preferred stock under Chinese law and excessive legal restrictions over investment tools and contractual mechanisms in venture capital financing, and (3) insufficient legal protection for investors under Chinese law. This article argues that, unlike American venture capital contracts, which are designed to encourage long-term, sustainable investor-entrepreneur relationships, VAMs are predominantly investors’ self-help mechanisms to address specific and serious investor protection issues in the transitional and less informed Chinese market. Thus, it suggests that the problems regarding investor protection motivating the use of VAMs can be better solved by law reforms such as allowing limited liability companies to issue convertible preferred stock, introducing more legal remedies for minority investors, as well as an improved regulatory environment governing venture financing.

We examine the information content of changes in shareholdings after private issuance of public equity (PIPE) by mutual funds that participate in PIPEs in China. The results show that the changes in shareholdings is positively related to alpha and cumulative abnormal return (CAR) for PIPE issuers with high information asymmetry, suggesting that the participating mutual funds have superior information. These results are robust after controlling for investment skill, geographic location, and alumni relation. The positive relation between shareholding change and information content is driven by PIPE issuers with weaker corporate governance. In addition, the positive relation is stronger when the placement discount is lower. These results are consistent with a hypothesis that controlling shareholders/management in Chinese PIPE firms may collude with mutual funds to do tunneling.

We examine how sell-side equity analysts strategically disclose information of differing quality to the public versus the buy-side mutual fund managers to whom they are connected. We consider cases in which analysts recommend that the public buys a stock, but some fund managers sell it. We measure favor trading using mutual fund managers’ votes for analysts in a Chinese “star analyst” competition. We find that managers are more likely to vote for analysts who exhibit more “say-buy/whisper-sell” behavior with these managers. This suggests that analysts introduce noise in their public recommendations, making the more-precise information provided to their private clients more valuable. Analysts’ say-buy/whisper-sell behavior results in information asymmetry: the positive-recommendation stocks bought by the managers who vote for the analysts outperform the stocks sold by these managers after the recommendation dates. Our findings help explain several puzzles regarding analysts’ public recommendations.

Exploiting staggered COVID-19 lockdowns and reopening across different regions in China, we study how lockdowns affect the investment decisions of venture capital (VC) investors and whether such changes are temporary or enduring in the post-pandemic era. Contrary to the conventional wisdom that lockdowns exacerbate the “tyranny of distance” (i.e., VCs avoid investing in remote ventures), our findings suggest the “death of distance”: VCs invest in remoter ventures during a lockdown and such effects persist even after the economy reopens. Such lockdown effects are more pronounced when there is better internet infrastructure, when the level of information asymmetry between VCs and entrepreneurs is lower, and when VCs are more experienced. The lockdown effects can be explained by the advancement and adoption of remote communication technology as a response to the social distancing requirements. As geographic boundaries of VC investment are shattered by remote communication technology, local competition among VCs has been intensified, the monopoly power of VCs has been curtailed, and the regional inequality of entrepreneurial access to VC financing has been mitigated.

Convertible bonds were first introduced in China in 1998. Their popularity has risen in the past decades through various domestic regulatory reforms, as more and more companies came to recognize their advantages over conventional bond or equity issuances as ways to raise capital. In this paper, we study the role of convertible bonds in Chinese A-share listed companies’ decision to refinance, using data from 1999 to 2018. First, we find that firms with high information asymmetry tend to issue more convertible bonds than equities to mitigate financing cost, especially under the “Regulation of Restraining Non-public Issuance of Shares (NPIS)” launched in 2017, a regulation that retrains listed companies to issue shares non-publicly. Second, the introduction of “Breaking Rigid Redemption” policy, which breaks the custom of using rigid redemption clauses when financial institutes issue corporate bonds and asset management products, effectively promoted interest rate marketization in China and as a result, companies with a strong tendency to shift risks began to issue convertible bonds to reduce issuing cost after 2017. Third, regulatory requirements on the qualifications for companies played important roles in their refinancing choices. Lastly, we also find that SOEs in China are overall less sensitive to risk-shifting and information asymmetry, given their ample loan resources compared with non-SOEs. Our findings delineate the behaviors of Chinese A-share listed companies in their refinancing and explain the sudden surge in convertible bonds issuance since 2017.

Stock market trading restrictions affect stock prices and liquidity directly through constraints on investors’ transactions and indirectly by altering the information environment. We isolate this indirect effect by analyzing how stock market restrictions affect corporate-bond prices. Exploiting the staggered relaxations of trading restrictions in the Chinese stock market as a quasi-natural experiment, we document that the easing of trading restrictions on a firm’s stock decreases the credit spread of its corporate bond. This effect is stronger for firms with less transparency or lower credit ratings. Our evidence suggests that the effect is likely due to improved stock price informativeness.

We study how institutional investors utilize potentially biased information by analyzing the e ect of IPO underwriters' earnings forecasts on investors' bidding behaviors in Chinese IPO auctions. Despite the presence of upward biases in underwriters' earnings forecasts, we  nd that investors' bid prices are higher in IPOs with higher earnings forecasts. The investors' positive reaction to biased information can be explained in a rational expectation model where the underwriter has valuable information about the IPO but has a biased incentive in presenting the information to investors. Consistent with the model's predictions, we  nd that an investor's bid price is more sensitive to the underwriter's earnings forecast when the forecast bias is expected to be smaller, when the relative precision of the underwriter's information over the investor's information is higher, and when the investor has a higher valuation of the IPO.

This study examines relation between financial development and the cost of equity capital and finds the following main results: (1) stock market development in general reduces cost of equity, consistent with its role in liquidity provision, information asymmetry reduction, and risk diversification helping to reduce systemic risk; (2) banking development only weakly decreases the cost of equity, consistent with the pervasive state-ownership in large banks constraining their efficiency. Further analysis reveals that the relation between stock market development and cost of equity is more pronounced in large firms and in firms with lower growth potentials, suggesting that stock market development fails to support small and/or growth firms. Moreover, the relation is more pronounced in region with low accounting quality, weak law enforcement, or lower market integration, and in period prior to split share structure reform. The evidence suggests that stock market developments and other institutional arrangements substitute each other in reducing cost of equity. This study contributes to literatures on financial development and cost of equity, and also holds immediate policy implications.

This study examines the effects of acquirer characteristics, information asymmetry on method of payment of Chinese acquirers based on a sample of 1370 mergers and acquisitions that occur between 1998 -2008. Using both Buy and Hold Abnormal Returns (BHAR) and Calendar Time Abnormal Returns (CTAR) approaches, we find that Chinese acquirers experience pre-acquisition abnormal returns ranging from 14.29%-121% over the period 12-36 months prior to the acquisition relative to 3 different portfolio benchmarks. In the pre-bid period, acquisitions financed by shares outperform acquisitions financed by cash. However, in the post-acquisition period, we document no significant difference between cash- and equity-financed acquisitions. We document a number of factors that determine the method of payment by Chinese acquirers: acquirer market value, Tobin’s Q, state ownership and leverage have significant effects on the method of payment.

Using a sample of China’s listed private firms we investigate the relationship between control-ownership wedge, bank connections and collateral requirement. We find that while control-ownership wedge relates to more pledged collateral, it is mainly the firm’s bank connections rather than its political connections that reduce the collateral requirement and weakens the positive relationship between the control-ownership wedge and collateral. We furhter find that the split-share structure reform and regions with high lender competition also require less collateral and weaken the positive relationship between the control-ownership wedge and collateral. We argue that in an emerging market where legal protection for creditors and investors are weak and relationship is prevalent, bank connections is a substitute for collateral through mitigating the information asymmetry and agency concerns by creditors, which has been further exacerbated due to the tunnelling risk by the controlling shareholders.