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

{"title":"Kill Cammer: Securities Litigation Without Junk Science","authors":"J. B. Heaton, J. B. Heaton, É. Fontenay, M. Gross, D. Heath, Ashley C. Keller, Tom Miles","doi":"10.2139/ssrn.3410446","DOIUrl":"https://doi.org/10.2139/ssrn.3410446","url":null,"abstract":"Securities litigation is a hotbed of junk science concerning market efficiency. This Article explains why and suggests a way out. In its 1988 decision in Basic v. Levinson, the Supreme Court endorsed the fraud on the market presumption for securities traded in an efficient market. Faced with the task of determining market efficiency, courts throughout the nation embraced the ad hoc speculations of a first-mover district court that proclaimed, in Cammer v. Bloom, how to allege (and presumably prove) facts that would do just that. The Cammer court’s analysis did not rely on financial economics for its notions, but instead regurgitated the assertions of a single plaintiff’s expert affidavit – from a securities law professor, not a financial economist – and a securities law treatise equally uninformed by the relevant field. The result has been 30 years of junk science in securities adjudication. This Article traces the development of the fraud on the market theory from its pre-efficient-markets-hypothesis roots through a brief “gilding the lily” phase where an appeal to social science results on market efficiency was only an ancillary, bolstering argument for already-sufficient precedent for the fraud on the market presumption, to the requirement that litigants plead and prove efficiency using indicia with no support in financial economics. The way out of this embarrassing state of affairs is to return to the roots of fraud on the market in the non-technical notion of “a free and open public market” that inquires only whether the market for the security at issue is open to active buyers and sellers and is not subject to substantial seller lockups or bans on short selling. It is reasonable to presume that prices in such free and open public markets can be distorted by fraud, a presumption that is then rebuttable by establishing (1) that the alleged fraud in fact had no price impact; (2) that there are substantial limits on the ability of active investors to buy and sell in the market, such that the market is not a “free and open public” one; or (3) that the plaintiff would have made their purchase or sale at the affected price even knowing of the falsity of the alleged misrepresentation. This formulation is consistent with all controlling Supreme Court opinions.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-08-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125070413","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":"On the (Significant) Possibility of Informationally-Efficient Markets","authors":"J. B. Heaton","doi":"10.2139/ssrn.3412568","DOIUrl":"https://doi.org/10.2139/ssrn.3412568","url":null,"abstract":"Financial markets with optimistic/overconfident investors will be efficient absent substantial short-sale constraints or seller lockups, because optimistic/overconfident investors do not require - as do the rational speculators in the Grossman and Stiglitz's (1980) \"impossibility\" result - equilibrium mispricing to draw them into speculation. Instead, they overestimate the profitability of their speculation, impounding information quickly into prices as a result. However, prices can deviate from efficient-markets values in the presence of substantial short-sale constraints or buyer or seller lockups. These predictions are consistent with the superiority of passive investment strategies (because markets are efficient and active investment is costly) and the documented effect of certain limits to arbitrage in facilitating mispricing.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134633736","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":"Research Foundation Review 2018","authors":"P. Smith, Theo Aronson, Bud Haslett, Laurence B. Siegel, D. Chambers, K. Black, Nelson J. Lacey, Ronald N. Kahn, R. Ibbotson, Thomas M. Idzorek, P. Kaplan, James X. Xiong, Ying L. Becker, Marc R. Reinganum, Martin S. Fridson, Mauro Costa Miranda, M. Greis, Elke U. Weber, Joachim Klement, M. Pojarliev, Joanne M. Hill","doi":"10.2139/ssrn.3469191","DOIUrl":"https://doi.org/10.2139/ssrn.3469191","url":null,"abstract":"[The Research Foundation Review 2018 summarizes the offerings from the CFA Institute Research Foundation over the past year—books, literature reviews, workshop presentations, and other relevant material.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-04-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115556620","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":"Smart Contracts for Securities Transactions on the DLT Platform (Blockchain): Legal Obstacles and Regulatory Challenges","authors":"Joseph Lee","doi":"10.2139/ssrn.3523317","DOIUrl":"https://doi.org/10.2139/ssrn.3523317","url":null,"abstract":"In this paper, the author discusses how smart contracts can be used for securities transactions on the DLT network. First, the author discusses the legal nature of tokenised securities (crypto assets) encoded into smart contracts and argues that the legal basis of the underlying assets will continue to govern the rights of the holders. Transfers of tokenised securities also have contract law implications. There are several legal risks involved in such transfers, and there can be systematic failures if these risks are not mitigated. The author proposes to introduce a central counter party (CCP) system to mitigate these risks. Secondly, the author discusses how conflict of laws issues can affect market safety on the platform and also affect regulatory oversight. The author discusses the difficulties for market surveillance and enforcement proceedings involved in this cross-border securities trading platform. Thirdly the author discusses how this platform will affect current market practices such as securities lending and proxy voting. Despite any difficulties, there are also positive effects for individual investors.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131735963","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":"Insider Trading Compliance Programs","authors":"Stephen M. Bainbridge","doi":"10.1017/9781108759458.058","DOIUrl":"https://doi.org/10.1017/9781108759458.058","url":null,"abstract":"This chapter in a forthcoming handbook on corporate compliance provides an overview of corporate insider trading compliance programs. It sets out the basic legal framework of the federal insider trading prohibition. It then reviews the reasons corporations adopt compliance programs. The chapter next reviews the basic elements of an insider trading compliance program. Finally, the chapter examines the special case of Rule 10b5-1 compliance programs.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"62 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122766241","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 Corporate Waqf in Law and Practice","authors":"Aisha I. Saad","doi":"10.15779/Z38NC5SC93","DOIUrl":"https://doi.org/10.15779/Z38NC5SC93","url":null,"abstract":"Over the past fifty years, the corporate waqf has emerged in Turkey, Pakistan, India, Bangladesh, and Malaysia. Corporate waqf hybridizes the Islamic trust (the waqf) and the modern Western corporation to create a charitable endowment whose asset base consists of shares in a company. The corporate waqf has gone virtually unnoticed in Western scholarship, and, until now, comprehensive theorization and mainstreamed models of the corporate waqf have not been developed. Such an effort would benefit from comparative reference to the foundation-owned firms of Northern Europe, which have attracted scholarly attention in the past decade due to their favorable economic performance and apparent contravention of mainstream agency theory. An account of the structure and features of the corporate waqf can contribute to this growing literature and offer the beginnings of institutional knowledge transfer between regions with differing cultural, legal, political, and economic contexts. This article offers the beginnings of such a venture, by introducing the corporate waqf to Western legal academia and outlining its main features.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"313 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115669015","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":"Regulating Fintech in Canada and the United States: Comparison, Challenges and Opportunities","authors":"Ryan Clements","doi":"10.2139/SSRN.3557576","DOIUrl":"https://doi.org/10.2139/SSRN.3557576","url":null,"abstract":"The rise of fintech has attracted increased attention from investors, entrepreneurs, existing financial-sector participants and regulators. Fintech has many potential benefits and it could transform banking, lending, payments, investing and other financial services through the internet, smartphones, artificial intelligence, blockchain and cryptocurrencies, and many other current and future digital technologies. Such benefits include lower costs, an enhanced scope of products and services, and the possibility of reaching and offering previously underserved customers greater credit and financial services. Policy makers in Canada and the U.S. should encourage these positive developments, foster innovation and competition, and reduce barriers to entry, while ensuring adequate safeguards are established for the stability of the financial system and necessary consumer protections are in place.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-12-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122874821","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":"Determinants of Decision Rights in International Joint Ventures The Role of Intangible Knowledge Assets and Uncertainty","authors":"Josef Windsperger, Oksana Galak","doi":"10.2139/ssrn.3466151","DOIUrl":"https://doi.org/10.2139/ssrn.3466151","url":null,"abstract":"This paper explores the determinants of decision rights allocation in international joint ventures (IJVs) by developing a theoretical framework based on the property rights and transaction cost explanations. We posit that the allocation of residual decision rights is influenced by the distribution of intangible knowledge assets important for the generation of residual income and by the environmental uncertainty. Based on the property rights theory, we show that the less contractible strategic knowledge assets have a stronger impact on the assignment of residual control rights to the JV partners than the more contractible operational knowledge assets. Under transaction cost economics perspective we focus on three environmental determinants: institutional uncertainty, cultural distance, and market uncertainty. We argue that the higher the environmental uncertainty in the host country, the more residual decision rights should be allocated to the local partner. Empirical data from IJVs in the CEE provide support of the hypotheses.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-11-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116748053","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":"Activities Are Not Enough!: Why Nonbank SIFI Designations Are Essential to Prevent Systemic Risk","authors":"Jeremy C. Kress, P. McCoy, D. Schwarcz","doi":"10.2139/ssrn.3264164","DOIUrl":"https://doi.org/10.2139/ssrn.3264164","url":null,"abstract":"Since the financial crisis, policymakers have developed two different approaches to systemic risk arising from nonbank financial firms such as insurance companies and investment banks. The first, dubbed an entity-based approach, empowers a public entity like the Financial Stability Oversight Council or Financial Stability Board to designate individual nonbank systemically important financial institutions for enhanced regulation and supervision. The second, known as an activities-based approach, seeks to regulate financial activities that can produce systemic risk. \u0000During the first several years after the crisis, governments and multi-national standard setters embraced both entity- and activities-based approaches to the problem of nonbank systemic risk. More recently, however, an emerging view has begun to dominate financial regulatory circles: that regulators should focus principally on an activities-based, rather than an entity-based, approach. \u0000This book chapter challenges this emerging consensus. It argues that, in the absence of entity-based designations, a purely activities-based approach will expose the financial system to the same risks that the world experienced in 2008. This chapter, which is substantially based on a more detailed law review article by the authors, focuses on the international dimensions of nonbank systemic risk regulation and the shift by multi-national standard-setters to an activities-based approach.","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"57 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-10-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125931819","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":"Compensation Clawback Policies and Corporate Lawsuits","authors":"Matteo P. Arena, Nga Q. Nguyen","doi":"10.1108/JFRC-10-2017-0081","DOIUrl":"https://doi.org/10.1108/JFRC-10-2017-0081","url":null,"abstract":"\u0000Purpose\u0000The purpose of this paper is to study the relation between compensation clawbacks and lawsuits and analyze how these two corporate disciplinary forces interact. This paper hypothesizes that by allowing firms to recoup compensation from managers who breach their fiduciary duty, clawbacks provide a form of discipline that potentially reduces the likelihood of managerial wrongdoing, which, in turn, lowers the risk of corporate lawsuits.\u0000\u0000\u0000Design/methodology/approach\u0000This paper identifies whether or not a company in the S&P 1500 had a clawback policy between 2007 and 2014 by searching the company filings and press releases. The authors also construct different proxies for litigation risk and lawsuit outcomes using the Audit Analytics Database. They then perform a variety of empirical tests to examine the association between clawbacks and litigation risk and the association between clawbacks and litigation outcomes.\u0000\u0000\u0000Findings\u0000This paper finds that firms with higher litigation risk are more likely to adopt a clawback policy. In addition, after the adoption of clawback provisions, litigation risk significantly declines, suggesting that clawback policies are effective in reducing the likelihood of corporate lawsuits. Furthermore, firms with clawback policies are approximately 50 per cent more likely to have lawsuits against them dismissed or settled for lower amounts (approximately 12 per cent lower).\u0000\u0000\u0000Practical implications\u0000The findings of this paper provide insights to the efficacy of a current change in compensation regulation, the mandatory clawback adoption requirement by the Dodd–Frank Act of 2010.\u0000\u0000\u0000Originality/value\u0000This paper contributes to the literature on both clawbacks and litigation, as it is the first to analyze the relation between the two.\u0000","PeriodicalId":286147,"journal":{"name":"Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches eJournal","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2018-06-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123731475","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}