Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal最新文献

{"title":"Addressing the Crisis of the Modern Corporation: The Duty of Societal Responsibility of the Board","authors":"J. Winter","doi":"10.2139/ssrn.3574681","DOIUrl":"https://doi.org/10.2139/ssrn.3574681","url":null,"abstract":"A core element of most analyses of how capitalism is failing us is the shareholder primacy doctrine that has taken hold of corporate law and corporate governance. The doctrine has been developed in theory (among others through the agency theory) and practice (e.g. executive remuneration and takeover bids) resulting in the corporation becoming amoral. Any moral responsibility for the effects of one’s behaviour on others has to come from the outside, as an externality. Within the corporation only responsibility to create value for shareholders exists. It is striking to see how this corporate reality created by ourselves seems to have become a reality that is over and beyond us, as a matter-of-fact that cannot be contested, it is simply how it is. Insights of Weber and Fromm show how we have succumbed to self-made formal rationalization and alienation so that we no longer have any responsibility for this corporate reality. This human failure can only be conquered by turning to who we are in the corporate context. Proposals have been made to change this corporate reality, by reducing shareholders’ rights, by installing a broader corporate purpose and by involving other stakeholders in the governance of the corporation. In each of these approaches the role of the board is crucial. Without a board, without the people who make up the board, who commit the corporation to being a responsible citizen in society, nothing much will change. In this paper I argue that in order to generate such a commitment corporate law should introduce a duty of societal responsibility of the board. This involves being responsible for the impact the corporation has on human, social and natural capital, besides financial capital. Corporate law and corporate governance arrangements should elaborate on this duty, by applying principles of fair decision-making and by transforming board decision-making, board composition, organizational governance, executive remuneration and transparency. Such elaborations anchored in the duty of societal responsibility will bring to life a veritable and human commitment from within the corporation to conduct itself as a responsible corporate citizen in society.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-04-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128358998","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":"Fund Names vs. Family Names: Implications for Mutual Fund Flows","authors":"Sadok El Ghoul, Aymen Karoui","doi":"10.2139/ssrn.3570735","DOIUrl":"https://doi.org/10.2139/ssrn.3570735","url":null,"abstract":"An emerging literature has shown that investors are sensitive to mutual fund names. Using a sample of US equity funds over the period 1993-2017, we provide evidence that funds with a name closer to the family’s name attract more flows and display a stronger performance-flow relationship. We also find that retail investors, in comparison to institutional investors, are more affected by this name bias. Our results are in line with the literature on social biases and costly searches and show that seemingly innocuous differences in fund attributes – such as fund names – translate into significant differences in investor decisions.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"75 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-04-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121879474","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":"Auditor Litigation Risk: A Review of Past Perspectives, Recent Developments, and Emerging Issues","authors":"J. Alderman","doi":"10.2139/ssrn.3542681","DOIUrl":"https://doi.org/10.2139/ssrn.3542681","url":null,"abstract":"This review synthesizes key perspectives and trends in research and practice on the topic of auditor litigation, beginning with the immediate post-SOX era and ending in 2019. Although fears of catastrophic auditor liability in this period have not yet materialized, audit firms may be facing new vulnerabilities. This paper provides a summary of emerging concerns for the near future, with a focus on the outcome of recent court cases, SEC enforcement actions, increased litigation and insurance costs, changes in audit reporting standards, technological advancements, and cybersecurity. Future research is suggested to explore these topics.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"47 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114917644","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 Law and Economics of Investing in Bankruptcy in the United States","authors":"Jared A. Ellias","doi":"10.2139/ssrn.3578170","DOIUrl":"https://doi.org/10.2139/ssrn.3578170","url":null,"abstract":"Claims trading has become a significant and controversial feature of American bankruptcy practice over the past thirty years. This Report chronicles the rise of claims trading in the second decade of the Bankruptcy Reform Act of 1978 and analyzes the various policy concerns it raises. Most importantly, claims trade has led to, and been accelerated by, the development of an industry of specialized distressed investors who raise billions of dollars of capital to buy and sell the claims of Chapter 11 debtors. Despite attracting periodic concerns from policy-makers, the legal institutions of Chapter 11 appear to have mostly proven capable of handling the concerns raised by claims trading. In sum, the best interpretation of the available empirical evidence is that claims trading and activist investing has, at the very least, not harmed Chapter 11 or distressed corporations and may have actually improved the capacity of the American bankruptcy system to reorganize distressed assets.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133056299","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":"More of the Same or Real Transformation: Does FinTech Warrant New Regulation?","authors":"Moran Ofir, I. Sadeh","doi":"10.2139/ssrn.3531718","DOIUrl":"https://doi.org/10.2139/ssrn.3531718","url":null,"abstract":"This Article examines how and why regulating FinTech is different. This question relates to the ongoing debate of whether FinTech is simply “more of the same”—primarily exacerbating existing failures and challenges and hence not requiring new regulations—or a radical transformation that poses unique challenges and thus requires tailored regulatory responses. The Article argues that when looking at each FinTech application individually, FinTech arguably does not create novel challenges and failures, but mainly exacerbate existing ones. When looking at the FinTech phenomenon from a broader perspective, however, it apparently introduces fundamental changes that require corresponding changes in financial regulation. The Article demonstrates this argument from three perspectives. From a transactional perspective, it shows that financial services increasingly rely on emerging technologies (e.g., artificial intelligence and big data) and novel business models (e.g., ICO, P2P lending) to disintermediate traditional financial functions and create new financial activities. From a structural perspective, it shows that the financial industry transformed from a homogenous industry dominated by few large financial institutes into a more dispersed industry that includes increasingly diverse types of market participants (FinTech startups, TechFin companies, and financial institutes). From a more abstract perspective, it shows that FinTech innovations tend to grow exponentially, creating new challenges related to the “pacing problem”. The Article argues that these broad, fundamental changes pose new regulatory challenges, as well as exacerbating existing ones, in a way that requires regulators to both reevaluate their existing regulatory strategies and develop new regulatory tools and approaches. It concludes by proposing tailored regulatory responses.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-02-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114377368","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":"Advocacy versus Enforcement in Antitrust Compliance Programs","authors":"Hung‐Hao Chang, D. Sokol","doi":"10.1093/joclec/nhaa002","DOIUrl":"https://doi.org/10.1093/joclec/nhaa002","url":null,"abstract":"We focus on the question of why firms self-regulate to avoid more severe public regulation in the area of antitrust compliance. We distinguish the effects of an antitrust authority’s outreach and enforcement on firms' adoption of antitrust compliance programs. Furthermore, we examine the mechanism that may drive an antitrust authority’s actions on firms' decisions to adopt compliance programs. Using a two-year survey of 432 firms drawn from the top three hundred Taiwanese enterprises and applying mediation analysis, we find that “voluntary” self-regulation actions, encouraged by the antitrust authority to promote compliance programs via advocacy, significantly increase the creation of antitrust compliance programs. Moreover, “coercive” actions of the antitrust authority in terms of enforcement are less effective than voluntary actions for firms’ compliance programs creation. Within “coercive” actions, large fines are more likely to lead to the adoption of antitrust compliance programs relative to other forms of government prosecution.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"123 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-01-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132071928","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":"Spillover Effects in Disclosure-Related Securities Litigation","authors":"D. Donelson, Rachel W. Flam, Christopher G. Yust","doi":"10.2139/ssrn.3467869","DOIUrl":"https://doi.org/10.2139/ssrn.3467869","url":null,"abstract":"Securities litigation is relatively rare but can significantly affect sued firms. We extend this research by examining the spillover effect of securities litigation on industry peers using a sample of disclosure-related litigation—distinct from events such as restatements and SEC enforcement. We find investors respond immediately as peers exhibit negative abnormal returns before and after case filings. Additionally, peers provide more voluntary earnings and sales forecasts. Notably, investors and peers respond primarily to cases that eventually settle, where litigation costs are concentrated. Further, disclosure results are concentrated in growth firms, where voluntary disclosure is most important, and in low litigation industries, where litigation is more noteworthy. Peers also adjust attributes of mandatory disclosures: disclosures become shorter, more readable, and contain fewer litigation-related terms. These changes appear successful as peers have lower future litigation incidence. Collectively, our findings indicate securities litigation has significant effects beyond the firms that directly face litigation.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116720853","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 Banking: Regulatory Challenges for a New Form of Financial Intermediation in a Data-Driven World","authors":"Nydia Remolina","doi":"10.2139/ssrn.3475019","DOIUrl":"https://doi.org/10.2139/ssrn.3475019","url":null,"abstract":"Data has taken immense importance in the last years. Consider the amount of data that is being collected worldwide every day, industries are reshaping their activities into a data-driven business. The digital transformation of all industries, portent of the fourth industrial revolution, is creating a new kind of economy based on the datafication of almost any aspect of human social, political and economic activity as a result of the information generated by the numerous daily routines of digitally connected individuals and technology. The financial services industry is part of this trend. Embracing the digital revolution and creating the right foundations allow incumbent financial institutions to disrupt their own business model. Hence, financial institutions are creating new businesses within their existing structures that adapt and collaborate to meet the challenges of digital transformation and make better use, faster, of their enduring source of competitive advantage – their own customer insight. Open banking and banking as a service (BaaS) are emerging as new forms of intermediation in the financial system that portraits positive and negative externalities for the financial system. Both concepts – open banking and BaaS – refer to the use of open Application Programming Interfaces that enable third parties to build applications and services around a financial institution that exposes its data and/or its infrastructure. The use of these schemes represents a new form of intersection between data and finance, which is changing the way traditional products, services and customer experience traditionally work in the financial sector. This paper explains the open banking and BaaS foundations and what they exactly entail. It also explores the benefits and risks that this interaction between financial institutions and third parties portrait for the financial services industry and analyses from a comparative perspective the different approaches financial, data privacy and competition regulators have implemented to boost open banking phenom. This paper argues that the compulsory approach to open banking is not in all cases the best approach for capitalizing the benefits of open banking and managing its risks. Indeed, some regulators have proposed a compulsory approach to open banking regulations to increase competition in retail banking or in the payment systems. In opposition, this paper argues that open banking and BaaS models in the financial industry might lead to more concentration and these risks have been understated by financial regulators and competition authorities. Finally, we provide some policy recommendations regarding open banking regulations, such as: the same regulatory approach should not apply to all jurisdictions, regulators should encourage reciprocity, especially when choosing the compulsory approach, coordination among different regulatory authorities is needed on a national and international levels, risk-based regulation is a co","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"45 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128180380","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":"Revising Boilerplate: A Comparison of Private and Public Company Transactions","authors":"Stephen Choi, R. Scott, G. Gulati","doi":"10.2139/ssrn.3467350","DOIUrl":"https://doi.org/10.2139/ssrn.3467350","url":null,"abstract":"The phenomenon of “sticky boilerplate” causing inefficient contract terms to persist exists across a variety of commercial contract types. One explanation for this failure to revise suboptimal terms is that the key agents on these transactions, including attorneys and investment bankers, are short sighted; their incentives are to get the deal done rather than ensure that they are using the best terms possible for their clients. Moreover, these agents face a first mover disadvantage that deters unilateral revisions to inefficient terms. If agency costs are indeed driving the stickiness phenomenon, we expect that the pace of revision will vary across settings where the agency costs are likely to be significantly different. Using a hand-collected dataset of “No Recourse” terms used in commercial contracts, we test whether agency costs explain contract stickiness by comparing two different contexts: public versus private company deals. Our study is preliminary, but we find evidence that market-wide revisions to the No Recourse clause are greater in the private company setting where agency costs are likely smaller. Further, we find that industry-wide coordination events that signal that other lawyers are likely to revise their clauses are key to inducing widespread change. This change appears to be accelerated by the presence of large law firms that may be better able to coordinate the shift to a new market standard.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"57 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117163177","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":"Impact of Corporate Response to Controversial Presidential Statements or Policies on Shareholder Price","authors":"Jehan El-Jourbagy","doi":"10.2139/ssrn.3437333","DOIUrl":"https://doi.org/10.2139/ssrn.3437333","url":null,"abstract":"This research explores the obligation, if any, a corporate leader has to make a statement in regards to communications issued by the President of the United States perceived as inconsistent with the values of the corporation and further assesses the financial impact of making a statement using an accounting method to assess stock change based on earnings announcements. The study focuses on corporate integrity within the framework of three controversial communications made during President Trump’s first year of office and specifically offers a case study in regards to the corporate leaders who served on his presidential advisory councils. The paper provides an answer to the question, \"Does what a CEO says in response to the President impact the corporation's financial bottom line?\"","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"175 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-08-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116415486","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}