Firms that intentionally increase leverage through substantial debt issuances do so primarily as a response to operating needs rather than a desire to make a large equity payout. Subsequent debt reductions are neither rapid, nor the result of pro-active attempts to rebalance the firm's capital...

Hedge funds and private equity offer unique investing opportunities, including the possibility for diversified and excess returns. Yet, current federal securities regulation effectively prohibits the public offer and purchase in the United States of these hedge fund and private equity...

How should we understand the federal government's response to the financial crisis? The government's team, largely staffed by investment bankers, pushed the limits of its statutory authority to authorize an ad hoc series of deals designed to mitigate that crisis. It then decided to seek...

The current financial regulatory system is fractured and archaic. In my testimony I recommend that Congress consolidate the present system into three regulators: a financial markets regulator, bank capital regulator and systemic risk regulator. To the extent full financial integration is not...

This is a treasure hunt I assigned my Spring 2007 securities regulation class. It was a successful pedagogical exercise. It not only provided hands-on practice locating SEC and other governmental sources, but the items required and questions asked (hopefully) forced them to think practically...

Throughout the Fall 2007 and into the new year 2008 private equity firms repeatedly attempted to terminate pending acquisitions. The litigation surrounding these purported terminations and heightened scrutiny directed upon the terms of private equity agreements opened a revealing window on a...

Non-U.S. companies increasingly spurn U.S. stock markets and choose to list their securities and raise capital abroad. The drivers behind this shift are complex, but many believe that a principal cause is regulatory. The SEC has promulgated arguably over-burdensome, one-size-fits-all rules which...

In this Article, I argue that the current federal takeover law is a failure. I do this by first exploding the commonly accepted academic myth of the federal government as an active regulator of takeovers. Rather, since the twilight of the 1980s, the SEC has abandoned its earlier presence as the...

Firms that intentionally increase leverage through substantial debt issuances do so primarily as a response to operating needs rather than a desire to make a large equity payout. Subsequent debt reductions are neither rapid, nor the result of proactive attempts to rebalance the firm's capital...