Ownership type, legal system evolution and their interaction significantly affect the incentives and behaviors of independent directors. We use the 2019 Securities Law revision as an exogenous shock to examine how state-owned enterprises (SOEs) versus non-SOEs and their independent directors...

This Article provides the first comprehensive examination of an emerging practice within the private equity sector-continuation funds. Continuation funds break from the traditional private equity model by allowing sponsors to hold on to assets beyond the typical fund term and, instead of selling...

Decentralized Finance (DeFi) is a system of fnancial products and services built and delivered through smart contracts on various blockchains. In recent years, DeFi has gained popularity and market capitalization. However, it has also been connected to crime, particularly various types of...

Der Sammelband enthält die Schriftfassung der Vorträge zur Tagung »Elektronische Aktien«, die anlässlich des Gesetzgebungsverfahrens zum Zukunftsfinanzierungsgesetz am 15. Mai 2023 in der Hessischen Landesvertretung in Berlin stattfand.

Although decided 55 years ago, the Second Circuit’s decision in Texas Gulf Sulphur may be viewed as the most important case under the U.S. securities laws. The decision addressed several landmark issues, including insider trading, company disclosure obligations, and the concept of materiality....

The SEC’s efforts to standardize climate disclosure have revealed deep divides among the public and among corporate and securities law scholars about the proper scope and goals of climate disclosure reform. This controversy comes at a time when investor demand for ESG investment products is...

In addition to regulation of securities market issuers, the Securities & Exchange Commission (SEC) is also responsible for regulation of those entities that provide the networks, either electronic or physical, that enable the functioning of our securities markets. On February 9, 2022, the...

Issuer choice proposals argue against mandatory securities regulation because market competition alone purportedly constrains exploitation of public investors in primary offerings. Other legal scholars support a mandatory regime. To date, empirical studies have been unable to resolve whether the...

Of the eight Cammer-Krogman factors, only the empirical factor (an event study) is sufficient to determine cause and effect between new information and stock price reaction, a corollary of market efficiency, and a pre-requisite to certify a class in security litigation; but it is not necessary...

The ruling against the Kangmei Pharmaceutical Co., Ltd’s financial fraud was the first special representative action under China’s new Securities Law, serving as a milestone in investor protection in China. Exploiting the natural experiment provided by the ruling, we empirically test the...

One key challenge of regulatory oversight is information asymmetry between the regulator and the regulated. We investigate this issue through a unique setting in which the SEC uses firms’ voluntary disclosures to bridge the information gap during their periodic reviews of mandatory...

Recent declarations and investigations by the Securities and Exchange Commission suggest that blockchain-based assets are potentially subject to regulation as securities under the Securities Act. This Article presents a systematic analysis of the risks and embedded costs of investments in...

We examine whether the Securities Exchange Act of 1934 increased the information content of corporate earnings disclosures. Prior research questions whether the Act improved disclosure quality but generally relies on long-window tests and yields mixed results. We focus on whether the Act...

The SEC released its long-awaited Climate Disclosure Proposal on March 21, 2022. The Proposal is expansive, the stakes are high, and, predictably, various critical arguments are being advanced in preparation for a potential court challenge. A close review of the Proposal, however, suggests that...

A recurrent theme in corporate law is the presence of directors and officers owing fiduciary duties of care and loyalty to the respective companies they serve. Although not as visible in the securities law setting, concepts of fiduciary duty-like obligations arise with some frequency. While the...

Cryptocurrency transactions have grown exponentially since Satoshi Nakamoto published the Bitcoin White Paper on Halloween 2008. As of November 2021, the cryptocurrency market has transformed into an ecosystem with 14,710 tokens and $2.6 trillion market capitalization. The rise of initial coin...

Event studies play a central role in class action securities fraud litigation. Event studies are used to assess market efficiency, price impact, loss causation, and damages, all of which are essential elements of a securities fraud claim. However, a substantial increase in market-wide...

The article examines a peculiar legal dilemma—implicating securities law, legal ethics, and evidence law—that arises when litigation finance companies (LFCs) become public companies. LFCs provide funding to litigants and law firms for prosecuting lawsuits in exchange for a share of the...

Under SEC Rule 14a-8, shareholders have the right to petition management to include a topic for vote on the annual proxy statement. In response, management may request no-action relief from the Securities and Exchange Commission (SEC) staff to exclude unwelcome proposals. Using a sample of 3,040...

A cryptocurrency is a digital currency created and designed to work as a medium of exchange through a computer network that does not depend on any central authority, such as government or bank, to uphold or maintain it. As a result of this, government around the world, regulatory agencies,...

This comment letter, by a group of 22 professors of law and finance, expresses concern that the SEC’s recent proposal to impose extensive mandatory climate-related disclosure rules on public companies (the “Proposal”) exceeds the SEC’s authority. In addition, rather than provide...

This Comment Letter, signed by 30 securities law scholars, responds to the SEC’s request for comment on its March 2022 proposed rules for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Proposal”). The letter focuses on a single...

This comment letter, by a group of 22 professors of law and finance, expresses concern that the SEC’s recent proposal to impose extensive mandatory climate-related disclosure rules on public companies (the “Proposal”) exceeds the SEC’s authority. In addition, rather than provide...

As the U.S. Securities and Exchange Commission considers appropriate “ESG” disclosure mandates, the Financial Economist’s Roundtable contributes to the debate with a statement summarizing its policy discussion. The FER believes financial regulators should limit mandates to matters that...

The following article adapts and consolidates two comment letters submitted last spring by a group of twenty-two professors of finance and law on the SEC’s proposed climate change disclosure rules. The professors reiterate their recommendation that the SEC withdraw its proposal as legally...

To debate at present whether public corporation Environmental, Social, and Governance (ESG) reporting is important or necessary or whether it should be mandatory rather than voluntary is to engage with a past to which we cannot return. Our global climate crisis is real and intensifying, and for...

The SEC has long taken a hands-off approach to private markets. Instead of direct regulation, the SEC has used investor access restrictions to create high-end contracting environments where investors (in theory) have the resources needed to fend for themselves. But in early 2022, this hands-off...

The Securities and Exchange of Board of India (SEBI) is one of the most powerful regulators in India. As the regulator of one of the world's largest capital markets, it has a range of enforcement tools at its disposal, such as the imposition of monetary penalties, ordering the disgorgement of...

Following the September 11, 2001 attacks, numerous countries signed a special nonbinding arrangement to enhance cross-border enforcement of securities laws. This agreement is the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information...

Unlike much of mainstream national security law scholarship, this chapter shows how critical approaches to national security law, especially by African Americans and Third World intellectuals, make the case that foreign affairs, colonialism, imperialism and race are closely and intimately...

In order to explain how the SEC has, in effect, been regulating by enforcement and to illustrate the problems with this approach while advocating for a legislative response, this article is divided into five parts (and a conclusion). Part one of this article offers a brief and high-level...

In March 2022 the U.S. Securities and Exchange Commission (SEC) published a notice of proposed rulemaking titled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” that would require public companies to make detailed public disclosures of their energy use and...

On March 23, 2022, the SEC proposed that firms publicly disclose their cybersecurity incidents within four days of discovery. In the U.S., state-level data breach disclosure laws require firms to disclose the occurrence of a data breach, with some mandating disclosure within a deadline while...