Corporate Law: Securities Law最新文献_第6页

Corporate Law: Securities Law Pub Date : 2005-09-16 DOI: 10.2139/ssrn.803064

Larry E. Ribstein

引用次数: 9

Why Current Profitability Measures Destroy Billions in the Industry 为什么当前的盈利指标在行业中摧毁了数十亿美元

Corporate Law: Securities Law Pub Date : 2005-08-29 DOI: 10.2139/SSRN.794570

F. Weissenrieder

引用次数: 1

Are All Individual Investors Created Equal? Evidence from Individual Investor Trading Around Securities Litigation Events 所有个人投资者都是平等的吗?围绕证券诉讼事件的个人投资者交易证据

Corporate Law: Securities Law Pub Date : 2005-06-10 DOI: 10.2139/ssrn.740485

P. Griffin, Ning Zhu

{"title":"Are All Individual Investors Created Equal? Evidence from Individual Investor Trading Around Securities Litigation Events","authors":"P. Griffin, Ning Zhu","doi":"10.2139/ssrn.740485","DOIUrl":"https://doi.org/10.2139/ssrn.740485","url":null,"abstract":"This study examines the trading behavior of a large sample of individual (retail) investors around securities litigation events. We test the hypothesis that the response of these investors around the end of the litigation class period (at the time of a corrective disclosure) and the start of the class period (at the time of disclosure of allegedly false positive information) differs on the basis of the informedness of the investors. Our tests reject the hypothesis that more informed investors exhibit the same trading behavior as less informed investors. These results contribute to the literature by documenting differences in individual investor trading around events that reveal the start and end of an alleged financial fraud. These events can be relatively difficult to interpret and, so, it is not unreasonable that we should observe differences on the basis of informedness. We also examine individual investor trading within the class period and adduce that trading intensity is higher earlier in the class period, and higher overall relative to a control period. These findings are inconsistent with the often-applied proportional trading model for the calculation of class action damages, which assumes all shares trade with equal probability.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-06-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"117131544","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}

引用次数: 11

Mandated Disclosure, Stock Returns, and the 1964 Securities Acts Amendments 强制性披露、股票回报和1964年证券法修正案

Corporate Law: Securities Law Pub Date : 2005-06-01 DOI: 10.2139/ssrn.597142

M. Greenstone, Annette Vissing-Jorgensen, Paul D. Oyer

{"title":"Mandated Disclosure, Stock Returns, and the 1964 Securities Acts Amendments","authors":"M. Greenstone, Annette Vissing-Jorgensen, Paul D. Oyer","doi":"10.2139/ssrn.597142","DOIUrl":"https://doi.org/10.2139/ssrn.597142","url":null,"abstract":"Author(s): Greenstone, Michael; Oyer, Paul E; Vissing-Jorgensen, Annette | Abstract: The 1964 Securities Acts Amendments extended the mandatory disclosure requirements that had applied to listed firms since 1934 to large firms traded Over-the-Counter (OTC). We find several pieces of evidence indicating that investors valued these disclosure requirements, two of which are particularly striking. First, a firm-level event study reveals that the OTC firms most affected by the 1964 Amendments had abnormal excess returns of about 3.5 percent in the weeks immediately surrounding the announcement that they had begun to comply with the new requirements. Second, we estimate that the most affected OTC firms had abnormal excess returns ranging between 11.5 and 22.1 percent in the period between when the legislation was initially proposed and when it went into force. These returns are adjusted for the standard four factors and are relative to NYSE/AMEX firms, matched on size and book-to-market equity, that were unaffected by the legislation. While we cannot determine how much of shareholders' gains were a transfer from insiders of these same companies, our results suggest that mandatory disclosure causes managers to focus more narrowly on maximizing shareholder value.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"27 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121914014","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}

引用次数: 326

Using Basel Ii to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings 利用巴塞尔协议Ii促进融资:内部信用评级的披露

Corporate Law: Securities Law Pub Date : 2005-03-01 DOI: 10.2139/ssrn.698762

G. Hertig

{"title":"Using Basel Ii to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings","authors":"G. Hertig","doi":"10.2139/ssrn.698762","DOIUrl":"https://doi.org/10.2139/ssrn.698762","url":null,"abstract":"The advancement of their risk management activities makes it profitable for major banks to rely on internal credit ratings to calculate Basel II capital requirements (IRB approach). Firms and, more generally, market participants would benefit from the disclosure of these ratings, as it would reduce their cost of capital and facilitate investment diversification. Banks, however, have no interest in making their data publicly available. This paper proposes a regulatory framework to efficiently solve this incentive issue. It first shows that there are net benefits in requiring the disclosure of internal ratings. The paper then sketches regulatory requirements that would minimize disclosure costs and interest group opposition. Banks opting for the IRB approach would have to provide their internal ratings to one of several regional entities. The latter would consolidate the data collected and giver each borrower a rating equal to the average of the ratings it gets from its lenders. The average rating would be disclosed to the public unless the borrower has opted for non-disclosure. Relying upon multiple regional entities may cause some uncertainty (a given firm may get diverging average ratings), but it would also reduce moral hazard effects and foster competition in the rating industry.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"62 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126416628","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}

引用次数: 7

Disclosure, Investment and Regulation 信息披露、投资与监管

Corporate Law: Securities Law Pub Date : 2005-02-28 DOI: 10.2139/ssrn.675967

P. Östberg

引用次数: 38

Treading Through Trade-Through: A Law and Economics Analysis of Sec Proposed Regulation Nms 穿越贸易:美国证券交易委员会拟议监管制度的法律经济学分析

Corporate Law: Securities Law Pub Date : 2005-02-14 DOI: 10.2139/SSRN.666962

Xiang Cai

{"title":"Treading Through Trade-Through: A Law and Economics Analysis of Sec Proposed Regulation Nms","authors":"Xiang Cai","doi":"10.2139/SSRN.666962","DOIUrl":"https://doi.org/10.2139/SSRN.666962","url":null,"abstract":"The Note, being the first comprehensive critique of the SEC's Reproposed Regulation NMS, tries to evaluate the core Trade-Through Rule from an interdisciplinary perspective, expose some of the problems that can arise as a consequence of the rule and expound on certain approaches which may offer better alternatives. To be sure, the newly reproposed Regulation NMS scores many strong points in making regulations more align with the evolving market realities. Even the much criticized trade-through rule reflects laudable efforts by the SEC to reconcile divergent interests of various market constituents. Nevertheless, the unbalanced competitive strengths of NYSE, which holds the largest liquidity pool and offers best opportunities for price improvement but lags behind in terms of fast execution and other dimensions of execution quality, would make SEC's balancing act of engrafting flexible exceptions on a rigid best price rule untenable to improving liquidity and price discovery, and unappealing to electronic markets competing on multiple dimensions of execution quality. In light of a new environment where investors now demand more than low execution costs and markets compete not just on the basis of price, an all encompassing standard of best execution would be better suited, to balancing multidimensional needs of investors with a necessary degree of uniformity in regulating a broker's duty to seek best price across markets. The bottom line is that a piecemeal approach within the confine of the old NMS framework and without the recognition of changing governance structures and evolving economic function of stock exchanges will never prove to be satisfactory and the time has ripened to a point where the SEC should reassess its role in market regulation before articulating a new set of guidelines for the future of U.S. securities market.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"133 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-02-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116719685","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}

引用次数: 1

An Analysis of Systemic Risk in Alternative Securities Settlement Architectures 另类证券结算架构的系统风险分析

Corporate Law: Securities Law Pub Date : 2004-11-01 DOI: 10.2139/ssrn.601024

G. Iori

引用次数: 45

Corporate Governance, Monitoring and Litigation as Substitutes to Solve Agency Problem 公司治理、监督与诉讼作为解决代理问题的替代

Corporate Law: Securities Law Pub Date : 2004-09-01 DOI: 10.2139/ssrn.606625

S. Mohan

{"title":"Corporate Governance, Monitoring and Litigation as Substitutes to Solve Agency Problem","authors":"S. Mohan","doi":"10.2139/ssrn.606625","DOIUrl":"https://doi.org/10.2139/ssrn.606625","url":null,"abstract":"A Securities Class Action lawsuit is initiated by a large class of shareholders against managers whom they suspect of wrongdoing. This paper proposes that Securities Class Action litigation is an ex post substitute for effective ex ante governance and monitoring. To elaborate this idea, I outline a model in which shareholders see a noisy signal of possible managerial fraud. Since the signal is imperfectly informative, and with costly litigation, shareholders' decision of whether to sue or not is based on the signal as well as the governance and monitoring mechanisms in place in the company. If the signal comes from a strong governed, vigilantly monitored company, shareholders are more likely to attribute it to noise. However if it comes from a company with poor controls in place, then the managers are more likely to have committed fraud and the shareholders sue with a higher probability. I test this idea using various measures of governance and monitoring, and find that firms with high total and abnormal compensation are more likely to be sued. I also find that firms with large institutional blockholders are less likely to be sued, suggesting that blockholders play a monitoring role. However my results find no evidence that outsider-dominated boards or small boards provide effective ex ante governance as a substitute to ex post litigation.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2004-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132655623","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}

引用次数: 4

What Matters in Corporate Governance? 公司管治中什么最重要?

Corporate Law: Securities Law Pub Date : 2004-09-01 DOI: 10.2139/ssrn.593423

L. Bebchuk, Alma Cohen, Allen Ferrell

{"title":"What Matters in Corporate Governance?","authors":"L. Bebchuk, Alma Cohen, Allen Ferrell","doi":"10.2139/ssrn.593423","DOIUrl":"https://doi.org/10.2139/ssrn.593423","url":null,"abstract":"We investigate which provisions, among a set of twenty-four governance provisions followed by the Investor Responsibility Research Center (IRRC), are correlated with firm value and stockholder returns. Based on this analysis, we put forward an entrenchment index based on six provisions - four constitutional provisions that prevent a majority of shareholders from having their way (staggered boards, limits to shareholder bylaw amendments, supermajority requirements for mergers, and supermajority requirements for charter amendments), and two takeover readiness provisions that boards put in place to be ready for a hostile takeover (poison pills and golden parachutes). We find that increases in the level of this index are monotonically associated with economically significant reductions in firm valuation, as measured by Tobin's Q. We present suggestive evidence that the entrenching provisions cause lower firm valuation. We also find that firms with higher levels of the entrenchment index were associated with large negative abnormal returns during the 1990-2003 period. Moreover, examining all sub-periods of two or more years within this period, we find that a strategy of buying low entrenchment firms and selling short high entrenchment firms out-performs the market in most such periods and does not under-perform the market even in a single sub-period. Finally, we find that the provisions in our entrenchment index fully drive the correlation, identified by prior work, that the IRRC provisions in the aggregate have with reduced firm value and lower stock returns during the 1990s; we do not find any evidence that the other eighteen IRRC provisions are negatively correlated with either firm value or stock returns during the 1990-2003 period. Data on the entrenchment index for the period 1990-2007, and a list of over seventy-five studies using our entrenchment index, is available for downloading at Lucian Bebchuk's home page.","PeriodicalId":336554,"journal":{"name":"Corporate Law: Securities Law","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2004-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132091314","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}

引用次数: 2955