Corporate Law: Law & Finance eJournal最新文献

{"title":"The Real Consequences of Macroprudential FX Regulations","authors":"Hyeyoon Jung","doi":"10.2139/ssrn.3796744","DOIUrl":"https://doi.org/10.2139/ssrn.3796744","url":null,"abstract":"I exploit a natural experiment in South Korea to examine the real effects of macroprudential foreign exchange (FX) regulations designed to reduce risk-taking by financial intermediaries. By using cross-bank variation in the regulation’s tightness, I show that it causes a reduction in the supply of FX derivatives (FXD) and results in a substantial decline in exports for the firms that were heavily relying on FXD hedging. I offer a mechanism in which imbalances in hedging demand, banks’ costly equity financing, and firms’ costly switching of banking relationships play a central role in explaining the empirical findings.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"29 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74047580","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Will the EU Taxonomy Regulation Foster a Sustainable Corporate Governance?","authors":"A. M. Pacces","doi":"10.2139/ssrn.3940375","DOIUrl":"https://doi.org/10.2139/ssrn.3940375","url":null,"abstract":"EU securities regulation has established a taxonomy of environmentally sustainable activities. This article discusses, from a law and economics standpoint, the potential of this taxonomy to support a sustainable corporate governance. Corporate governance can be an efficient way to channel investor preferences towards sustainability because the concentration of institutional shareholding has lowered the transaction costs of shareholder action. However, there is a principal-agent problem between institutional investors and their beneficiaries, which may lead to greenwashing and insufficient or excessive concern for sustainability in corporate governance. This article argues that introducing environmental sustainability into EU mandatory disclosure aligns the institutional investors’ incentives with the interest of their beneficiaries and may foster the efficient inclusion of sustainability in corporate governance. The argument is threefold. Firstly, the EU taxonomy may curb greenwashing by standardizing the disclosure of environmental sustainability. Secondly, this information may become salient for the beneficiaries as the same standards define the sustainability preferences to be considered in recommending and marketing financial products. Thirdly, sustainability disclosure prompts institutional investors to compete for sustainability-minded beneficiaries. Being unable to avoid unsustainable companies altogether, institutional investors are expected to cater to beneficiaries’ preferences for environmental sustainability by way of voice, instead of exit.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"19 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-09-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89210688","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Hedge Fund Management and Pricing Structure around the World","authors":"Douglas J. Cumming, P. Monteiro","doi":"10.2139/ssrn.3903987","DOIUrl":"https://doi.org/10.2139/ssrn.3903987","url":null,"abstract":"This paper presents evidence on hedge fund sales fees around the world. We show that sales fees have been extremely common, particularly among offshore funds. Also, we show the use of sales fees was more common in the 1990s and has dropped off in the 2000s and 2010s. We present evidence that shows sales fees impact fund sales. Sales fees flatten the flow-performance relationship among both non-fund-of-funds as well as fund-of-funds for offshore funds. Funds with sales fees have significantly more performance persistence. We present a wide array of robustness checks and discuss policy implications associated with the use and reporting of sales fees.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"106 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83031174","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Open Access, Interoperability, and the DTCC's Unexpected Path to Monopoly","authors":"Dan Awrey, Joshua Macey","doi":"10.2139/ssrn.3885194","DOIUrl":"https://doi.org/10.2139/ssrn.3885194","url":null,"abstract":"In markets with significant scale economies and network effects, scholars and policymakers often tout open access and interoperability requirements as superior to both regulated monopoly and the break-up of dominant firms. In theory, by compelling firms to coordinate to develop common infrastructure, regulators can use these requirements to replicate scale and network economies without leaving markets vulnerable to monopoly power. Examples of successful coordination include the provision of electricity, intermodal transportation, and credit card networks. \u0000 \u0000This Article analyzes the history of U.S. securities clearinghouses and depositories in order to offer a significant qualification to this received wisdom. This history demonstrates that open access and interoperability requirements can actually serve as instruments by which dominant firms obtain and entrench their monopoly power. Specifically, by imposing high fixed costs to connect to common infrastructure, allowing dominant firms to dictate the direction and pace of innovation and investment, and reducing the scope for product differentiation, these requirements can prevent smaller firms from competing with their larger rivals. In these ways, open access and interoperability can actually exacerbate the very problems that they were designed to address. \u0000 \u0000Our analysis helps explain why important components of our financial infrastructure have become too-big-to-fail. It also helps explain why, despite their highly concentrated structure, U.S. securities clearing and depository markets have still been characterized by relatively high levels of innovation and investment. More broadly, our analysis suggests that coordination requirements will only constrain market power where the costs of building, maintaining, and connecting to common infrastructure are allocated in a way that does not discriminate against smaller firms, and where larger firms are not able to dictate decisions about innovation and investment. Where this is not possible, interoperability and open access are unlikely to forestall monopoly control, even though they may still improve market efficiency by exposing incumbents to the threat of new entry.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"16 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-07-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87321465","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Indirect Investor Protection: The Investment Ecosystem and Its Legal Underpinnings","authors":"Holger Spamann","doi":"10.2139/ssrn.3707249","DOIUrl":"https://doi.org/10.2139/ssrn.3707249","url":null,"abstract":"This paper argues that the key mechanisms protecting retail investors’ financial stake in their portfolio investments are indirect. They do not rely on actions by the investors or by any private actor directly charged with looking after investors’ interests. Rather, they are provided by the ecosystem that investors (are legally forced to) inhabit, as a byproduct of the mostly self-interested, mutually and legally constrained behavior of third parties without a mandate to help the investors (e.g., speculators, activists). This elucidates key rules, resolves the mandatory vs. enabling tension in corporate/securities law, and exposes passive investing’s fragile reliance on others’ trading.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"12 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-06-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"75498484","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Public Audit Oversight and the Originate-to-Distribute Model","authors":"Daniel Aobdia, Y. Dou, Jungbae Kim","doi":"10.1016/J.JACCECO.2021.101420","DOIUrl":"https://doi.org/10.1016/J.JACCECO.2021.101420","url":null,"abstract":"","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"1 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-05-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82359262","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Up the Hill and Down Again: Dual-Class Stock and the UK Listing Review","authors":"Bobby V. Reddy","doi":"10.2139/SSRN.3812744","DOIUrl":"https://doi.org/10.2139/SSRN.3812744","url":null,"abstract":"The final recommendations of Jonathan Hill’s UK Listing Review were published on 3 March 2021. The headline recommendation was that dual-class stock should be permitted on the premium-tier of the London Stock Exchange. The aspiration is to encourage more high-quality UK equity listings, particularly of high-growth tech-companies, for which dual-class stock is especially beneficial. Dual-class stock allows founders to list their firms, and retain majority-control, while holding significantly less of the cash-flow rights in the company. However, in an attempt to protect and placate institutional shareholders, who are generally sceptical of dual-class stock, various conditions have been recommended. This article finds that those conditions comprise a curious mix, some of which are too relaxed and do not substantially protect public shareholders, and some of which are too severe and could deter the very firms the proposals are intended to attract, resulting in dual-class stock in name but not in substance.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"12 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-03-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82915781","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Regulatory Ritualism and Other Lessons from the Global Experience of Insider Trading Law","authors":"John P. Anderson","doi":"10.2139/SSRN.3788993","DOIUrl":"https://doi.org/10.2139/SSRN.3788993","url":null,"abstract":"There is growing consensus that the insider-trading regime in the United States, the oldest in the world, is in need of reform. Indeed, three reform bills are currently before Congress, and one recently passed the House with overwhelming bipartisan support. As the U.S. considers paths to reforming its own insider trading laws, it would be remiss to ignore potential lessons from global experimentation and innovation, particularly in light of the fact that so many insider trading regimes have been recently adopted around the world. \u0000 \u0000Any such comparative study should, however, be cautious in drawing its conclusions. Reformers should pay close attention to the political, social, and economic motivations that might explain the recent trend toward near-universal adoption of insider trading regulations around the globe. Evidence suggests that at least some countries have adopted their insider trading regimes ritualistically. Regulatory ritualism occurs where great attention is paid to the institutionalization of a regulatory regime without commitment to or acceptance of the normative goals that those institutions are designed to achieve. If countries' insider trading regimes are adopted only ritualistically (e.g., to receive geopolitical carrots or to avoid geopolitical sticks), then comparative analysis should account for the fact that these regimes may not reflect its citizens' (or markets') lived experience or normative commitments. \u0000 \u0000This Article aids the effort of reforming our insider-trading laws here in the United States by considering lessons that can be learned from the global experience. Part I makes the case that the insider-trading regime in the U.S. is in need of reform. Part II charts the global rise of insider trading regulation in the twentieth century. Part III summarizes important features of representative regimes around the globe (e.g., in Japan, Europe, China, Russia, India, Canada, Australia, and Brazil). Part IV notes the trend toward universality in insider trading regulations and considers some of the moral and economic conclusions scholars and regulators have drawn from this trend. Part V identifies the problem of regulatory ritualism, and its implications for global enforcement and compliance. Part VI then turns to the constructive exercise of determining what can be learned from the global experience of regulating insider trading with an eye to reforming the American regime.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"125 13 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-02-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91015846","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Market Impact of Weakening SEC Enforcement Tools","authors":"Nerissa C. Brown, Brian T. Gale, Adrienna Huffman","doi":"10.2139/ssrn.3292548","DOIUrl":"https://doi.org/10.2139/ssrn.3292548","url":null,"abstract":"<br>We exploit the U.S. Supreme Court decisions of Kokesh v. SEC [2017] and Lucia v. SEC [2018] as a unique identification strategy to investigate the value of securities law enforcement. Both decisions were unanticipated legal changes that substantially weaken the SEC’s enforcement tools. Using an event study framework, we find a significantly negative price response to both the Kokesh and Lucia rulings, indicating shareholders view the weakening of SEC enforcement tools as value destroying for the average firm. Cross-sectional tests reveal that the negative price response is particularly severe for firms where misappropriation risks are more pronounced and for firms located closer to SEC offices, where enforcement tends to be more effective. Our findings can help inform the ongoing debate on the value and importance of public enforcement.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"75 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-02-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85518113","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"An Investigation Into the Effects of Central Bank Regulation on Exchange Rate Case Study of Zimbabwe From 1980–2019","authors":"Lenon Watambwa","doi":"10.2139/ssrn.3779491","DOIUrl":"https://doi.org/10.2139/ssrn.3779491","url":null,"abstract":"Foreign exchange interventions as a possible tool needs to be assessed taking into account both the design and implementation of monetary policy for this reason, the forms of foreign exchange intervention and their effectiveness in achieving exchange rate ,since there were limited foreign exchange restrictions and less direct government controls in the foreign exchange market before (Rossini et al (2013). During the period 1991 to July 1994, a two-tier exchange rate system was used one quoted by the Reserve Bank of Zimbabwe (RBZ) and the other one determined in by inter-bank market. Following the demise of the Auction System, the Reserve Bank of Zimbabwe announced the Tradable Foreign Currency Balances System (TFCBS) on 24 October 2005.Initially foreign currency was only accessed from banks and was later decentralized resulting in the licensing of several Bureau de Changes across the country in 2002 to 2013 era. There were several policy revisions, reversals and even de-licensing bureau de change.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"46 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2021-02-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"79597242","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}