Corporate Law: Securities Law最新文献

{"title":"Financial Reporting Practices on the Internet: The Case of Companies Listed in the Cyprus Stock Exchange","authors":"A. Andrikopoulos, N. Diakidis","doi":"10.2139/ssrn.999183","DOIUrl":"https://doi.org/10.2139/ssrn.999183","url":null,"abstract":"This paper studies reporting disclosure practices on the websites of companies listed in the Cyprus Stock Exchange. The first part of the paper produces and discusses descriptive evidence on internet reporting practices by listed companies with respect to the content of disclosed information and industry type. The second part of the paper undertakes an explanatory effort in order to identify the factors that determine internet reporting practices for listed firms in the Cyprus Stock Exchange. Financial reporting on the internet is not largely adopted for the firms listed in Cyprus Stock Exchange, as compared with international evidence in this area. Firm size has been shown to be the only significant explanatory variable for internet reporting practices.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"98 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114295338","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":"Litigation Risk and Voluntary Disclosure: The Use of Meaningful Cautionary Language","authors":"Karen K. Nelson, A. Pritchard","doi":"10.2139/ssrn.998590","DOIUrl":"https://doi.org/10.2139/ssrn.998590","url":null,"abstract":"This study investigates firms' voluntary disclosure of cautionary language under the safe harbor of the Private Securities Litigation Reform Act of 1995. We examine three disclosure attributes indicative of meaningful cautionary language under the statute. Consistent with predictions, we find that firms subject to greater litigation risk disclose more cautionary language, update the disclosure more from year-to-year, and use more readable language. The response to changes in litigation risk is asymmetric; firms increase their use of cautionary language when litigation risk increases but do not remove cautionary language when litigation risk decreases. Taken together, our evidence suggests that firms adopt disclosure policies to reduce the expected costs of litigation.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129381434","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 Due Diligence Defense and the Refco IPO","authors":"Edward G. Pekarek","doi":"10.2139/SSRN.1145930","DOIUrl":"https://doi.org/10.2139/SSRN.1145930","url":null,"abstract":"Despite weighty obligations imposed upon securities underwriters by Section 11 and 12 of the 1933 Securities Act, it seems inappropriate to saddle the underwriter with the entire burden to discover pre-offering fraud, especially in light of its dual roles, as well as its status as a dependent gatekeeper. Where fraudulent activity is so well concealed by perpetrators that even sophisticated parties such as pre-IPO private equity investors, auditors, SROs, and perhaps even federal regulators, do not uncover material facts of the fraud, underwriting firms, absent active involvement in concealing fraud, cannot be reasonably construed as culpable, and perhaps not even liable, for losses connected to and caused by the well concealed schemes of an issuer and its executives.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-04-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125108208","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 2007 Reform of the German Disclosure System for Company Data (Die neue Unternehmenspublizität nach EHUG und TUG)","authors":"Ulrich Noack","doi":"10.2139/SSRN.980289","DOIUrl":"https://doi.org/10.2139/SSRN.980289","url":null,"abstract":"German law requires both private and public companies to disclose a far-ranging set of information to shareholders, creditors, other market participants and the public. The information that must be disclosed under these rules is more extensive in scale and scope than those provided by data storage and retrieval systems that merely focus on public corporations and the needs of the capital markets (such as the U.S. Edgar system). However, previously to the recent reforms, two significant weaknesses of the German disclosure system were widely discussed among corporate scholars: First, the lack of efficient enforcement vis-a-vis private companies, and secondly, the fragmentation of the system. In particular, German companies needed to distribute corporate information through a plethora of methods, including newspapers, the website of the corporation and those of stock exchanges, the Federal Bulletin and others. The German legislature sought to fix these problems with two major legislative projects: The Law regarding the Electronic Commercial and Company Registrar (which came into force 1 January 2007), and the Law implementing the Transparency Directive (which came into force 20 January 2007). Under these reforms, the newly established Federal Justice Agency enforces the disclosure obligations. In addition, the legislature provided a significant overhaul to the methods of, and the channels through, which companies need to utilize in order to fulfill their disclosure obligations. This paper introduces into the most significant amendments that were achieved by the aforementioned pieces of legislation. In particular, it describes in which way the German legislature established a one-stop-shop option for the retrieval of all company data that German companies must disclose both under corporate and securities law. However, the delivery of company data by the issuers to the company register is still complicated. While the overall situation has improved significantly when compared to the status ex ante, companies still need to simultaneously distribute the relevant information through several channels. The several-stop-delivery concept is more costly to issuers than a one-stop-delivery system whose entry-gate is an officially administered, or supervised, website. It was the intention of the German Federal Secretary of Justice to implement such a one-stop-delivery-system for both corporate and securities law-based information. However, the European rules of, and implementing, the Transparency Directive require a concept of intermediary-based dissemination for certain securities law-based information. Under this concept, issuers must forward their disclosures to informational intermediaries before they may disclose them in any other way. Disclosure in any other way includes storage in, and access through, an officially administered information storage and retrieval system. This intermediary-based approach mandated by European law exhibits two significant flaw","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130994890","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 Missing Link between Insider Trading and Securities Fraud","authors":"R. Booth","doi":"10.2139/ssrn.975949","DOIUrl":"https://doi.org/10.2139/ssrn.975949","url":null,"abstract":"In a recent article, I argued that diversified investors - the vast majority of investors - would prefer that securities fraud class actions under the 1934 Act and Rule 10b-5 be dismissed in the absence of insider trading or similar offenses during the fraud period. See Richard A. Booth, The End of the Securities Fraud Class Action as We Know It, 4 Berk. Bus. L. J. 1 (2007), http://ssrn.com/abstract=683197. In this article, I draw on the classic case, SEC v. Texas Gulf Sulfur Company, to show that the federal courts originally viewed securities fraud as inextricably connected to insider trading and that the recognition of separable causes of action has caused much of the difficulty in this area. I argue that the federal law of insider trading fails to capture many of ways that insiders can misappropriate stockholder wealth. For example, timing and backdating in connection with stock option grants likely do not constitute insider trading but likely do constitute misappropriation. Thus, I here address the question of how to define misappropriation of stockholder wealth in the context of a derivative action based on securities fraud. I conclude that the question is essentially one of state law fiduciary duty that should be decided by state courts under the emerging duty of candor. Although this solution raises potential conflicts with federal law in general and SLUSA in particular, I argue that these conflicts are no different from conflicts that arise in many state law cases that touch on issues of disclosure. Moreover, I argue that handling such claims under state law is more consistent with the federal statutory scheme and ultimately preferable to developing or maintaining a separate body of federal law addressing either securities fraud or insider trading.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121853367","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":"Does Insider Trading Regulation Deter Private Information Trading? International Evidence","authors":"A. Durnev, Amrita Nain","doi":"10.2139/ssrn.950105","DOIUrl":"https://doi.org/10.2139/ssrn.950105","url":null,"abstract":"Using a sample of 2189 firms from 21 countries we find that, on average, stricter insider trading regulations reduce private information trading. However, for firms with high agency costs, insider trading restrictions are less effective in deterring private information trading. We suggest that controlling shareholders who are banned from trading may resort to covert expropriation of firm resources thereby reducing transparency and increasing the returns to private information trading. Consistent with this, we find that firms with higher agency costs located in countries with stricter insider trading laws have more opaque earnings and are valued lower.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"52 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2007-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128972642","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":"Agency Theory of Overvalued Equity as an Explanation for the Accrual Anomaly","authors":"S. Kothari, Elena Loutskina, Valeri V. Nikolaev","doi":"10.2139/ssrn.871750","DOIUrl":"https://doi.org/10.2139/ssrn.871750","url":null,"abstract":"We show that the agency theory of overvalued equity (see Jensen, 2005) rather than investors' fixation on accruals explains the accrual anomaly, i.e., abnormal returns to an accrual trading strategy (see Sloan, 1996).Under the agency theory of overvalued equity, managers of overvalued firms are likely to manage their firms' accruals upwards to prolong the overvaluation.Thus, high-accrual portfolios are likely to be over-represented with over-valued firms.Overvaluation, however, cannot be sustained indefinitely and we expect price reversals for high accrual firms.In contrast, undervalued firms do not face incentives to report low accruals, so undervalued firms are not concentrated in low accrual decile portfolios.Therefore, across the accrual decile portfolios, we predict and find an asymmetric relation between accruals and both prior and subsequent returns.In addition, consistent with the predictions of the agency theory of overvalued equity, we find high, but not low, accrual firms' investment-financing decisions and insider trading activity are distorted, and analyst forecast optimism is concentrated among the high-accrual decile portfolios.Overall, return behavior, analyst optimism, investment-financing decisions, and insider trading activity are all consistent with the agency theory of overvalued equity, but do not support investor fixation on accruals.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114436834","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":"Do Noise Traders Move Markets?","authors":"B. Barber, Terrance Odean, Ning Zhu","doi":"10.2139/ssrn.869827","DOIUrl":"https://doi.org/10.2139/ssrn.869827","url":null,"abstract":"We study the trading behavior of individual investors using the Trade and Quotes (TAQ) and Institute for the Study of Security Markets (ISSM) transaction data over the period 1983 to 2001. We document four results: (1) Order imbalance based on buyer- and sellerinitiated small trades from the TAQ/ISSM data correlates well with the order imbalance based on trades of individual investors from brokerage firm data. This indicates trade size is a reasonable proxy for the trading of individual investors. (2) Order imbalance based on TAQ/ISSM data indicates strong herding by individual investors. Individual investors predominantly buy (sell) the same stocks as each other contemporaneously. Furthermore, they predominantly buy (sell) the same stocks one week (month) as they did the previous week (month). (3) When measured over one year, the imbalance between purchases and sales of each stock by individual investors forecasts cross-sectional stock returns the subsequent year. Stocks heavily bought by individuals one year underperform stocks heavily sold by 4.4 percentage points in the following year. For stocks for which it is most difficult to arbitrage mispricings, the spread in returns between stocks bought and stocks sold is 13.1 percentage points the following year. (4) Over shorter periods such as a week or a month, a different pattern emerges. Stocks heavily bought by individual investors one week earn strong returns in the subsequent week, while stocks heavily sold one week earn poor returns in the subsequent week. This pattern persists for a total of three to four weeks and then reverses for the subsequent several weeks. In addition to examining the ability of small trades to forecast returns, we also look at the predictive value of large trades. In striking contrast to our small trade results, we find that stocks heavily purchased with large trades one week earn poor returns in the subsequent week, while stocks heavily sold one week earn strong returns in the subsequent week.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125429336","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":"Perils of Criminalizing Agency Costs","authors":"Larry E. Ribstein","doi":"10.2139/SSRN.920140","DOIUrl":"https://doi.org/10.2139/SSRN.920140","url":null,"abstract":"This is a brief and informal discussion of some issues related to corporate criminal liability arising in recent cases. It expands on my remarks in connection with the University of Maryland School of Law's Roundtable on the Criminalization of Corporate Law, drawing on my recent commentary on this subject, primarily on my weblog.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"54 8","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131637752","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 Supreme Court, Rule 10b-5 and the Federalization of Corporate Law","authors":"Mark J. Loewenstein","doi":"10.18060/3744","DOIUrl":"https://doi.org/10.18060/3744","url":null,"abstract":"This Article examines Supreme Court jurisprudence since 1997 under the federal securities laws in light of the Court's earlier securities law decisions and in light of its recent decisions construing the Constitution and federal statutes as they relate to the regulation of business. These post-1977 cases strongly suggest that the much-heralded new federalism philosophy of the Supreme Court is not a factor in securities law cases or in business cases generally. Indeed, the opposite seems to be the case. In this context, new federalism cases appear to be an anomaly, with the reality being that the Court is still as nationalistic in its approach to law as it traditionally has been. Moreover, if the securities law cases discussed in this Article are any indication, the Court is becoming even more nationalistic.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-06-06","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132867236","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}