The SEC adopted new rules in 2005 governing registered public offerings in the United States. Few, if any, of the rules make sense if we start from a presumption that investors are rational and are able to discount properly for any information they receive during the public offering process. In...

Judge Richard Posner dominates on several easy-to-observe measures of judicial performance including citation counts and number of opinions published per year. Such easy-to-observe measures offer a useful first step in measuring the overall merit of a particular judge, particularly in the...

We examine times series momentum and covered call strategies through conventional representations across 10 asset classes. The performance of the two strategies generally outperform static buy and hold investments and they are classified as positive and negative autocorrelation factors. The...

The phenomenon of “sticky boilerplate” causing inefficient contract terms to persist exists across a variety of commercial contract types. One explanation for this failure to revise suboptimal terms is that the key agents on these transactions, including attorneys and investment bankers, are...

This article studies the impact of exogenous legal change on whether and how lawyers across four different deal types revise their contracts' governing law clauses in order to solve the problem that the legal change created. The governing law clause is present in practically every contract...

This essay examines several metrics of Securities and Exchange Commission (SEC) decisionmaking that may be updated on a regular basis over time using publicly available data to give a picture of how SEC decisionmaking changes over time. I focus on SEC actions against public companies and...

This paper considers the efficiency implications of managerial quot;favoritismquot; towards block shareholders of public corporations. While favoritism can take any number of forms (including the payment of green-mail, diversion of opportunities, selective information disclosure, and the like),...

This article assesses the impact of the 1992 SEC reforms that enhanced the ability of share-holders to communicate during a proxy contest. Utilizing a sample of 361 shareholder-sponsored corporate governance issue proposals from 1991 to 1995, the article finds that the mean percentage of total...

Examining a sample of 701 offshore securities offerings under Regulation S of the Securities Act from 1993 to 1997, the article tests whether foreign investors expect to resell Regulation S securities into the United States ahead of the U.S. secondary market reaction to news of the offering. The...

This paper examines the factors that affect the decision of U.S. companies to issue securities off-shore compared with inside the United States. Utilizing a data set of 1,444 domestic private placements and offshore offerings from 1993 to 1997, the paper reports that firms that experienced a...