The corporate lawyer-client privilege is increasingly controversial. Courts assert that the privilege promotes corporate compliance with the law as long as it is restricted to communications in furtherance of legal advice. This article assumes the privilege increases the probability that a...

A dual-class capital structure creates a gap (“wedge”) between voting rights and cash flow rights. However, the intense policy debate over the desirability of this capital structure does not consider the size of the wedge. The results of our analysis indicate that a larger wedge is...

The corporate lawyer-client privilege is increasingly controversial. Courts assert that the privilege promotes corporate compliance with the law as long as it is restricted to communications in furtherance of legal advice. This article assumes the privilege increases the probability that a...

Journalists sued for defamation may refuse to reveal their anonymous sources. To escape liability under the traditional English rule, they then need to show proof that the news is correct. By contrast, many US states have switched the burden of proof such that plaintiffs must first present...

The two most important aspects of securities regulation, disclosure obligations and insider trading prohibitions, are both premised on the requirement that issuers have to share material information with the public or otherwise guarantee that insiders will abstain from trading on the basis of...

In this chapter we focus on disclosure—the foundation of securities regulation—of uncertain future events. We note two major differences in the United States and European disclosure regimes: the definition of materiality of information about unfolding events and whether disclosure of...