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Defending (Positive) Law & Economics

Securities Mosaic is a fantastic resource for anyone working in the securities field. It provides comprehensive information in six key areas: disclosure, laws, rules, guidance, news, and compliance centers. In addition, the site features SM Blogwatch, which republishes posts from various securities-related blogs, including this one. Yesterday, I was formally welcomed to the SM Blogwatch ... Defending (Positive) Law & Economics

Discretionary Spending (and my mother)

Back during GW’s first term, when various folks were positing that the economy was in a recession, my mother said something along the lines of “I know that we are not in a recession because people are still buying bras from Victoria’s Secret.” True story. My mom’s point, for those of you who have never ... Discretionary Spending (and my mother)

Chief Judge Easterbrook

Deven Desai at Concurring Opinions discusses an interesting article on reporting that my old boss, Judge Frank Easterbrook, will soon become Chief Judge of the Seventh Circuit. Interestingly, the article suggests, and the judge in an interview confirms, that not very much about the Seventh Circuit is likely to change. The court is already ... Chief Judge Easterbrook

Explaining Backdating (and Jenkins Channels Manne Again)

Holman Jenkins reports that a group of economists led by Milton Friedman and Harry Markowitz are getting behind the idea of putting an end to the expensing of options. It is a great column. Jenkins goes on to discuss options backdating and makes the following points, which will sound unfamiliar to TOTM readers: “In no ... Explaining Backdating (and Jenkins Channels Manne Again)

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

The Perils of Paternalism

According to Bar None, an op-ed by Jack Turner in today’s NYT, “history shows that, however commendable the reasoning, efforts to control how people drink — or eat, or smoke — tend to backfire.” I’ve made a similar argument in discussing smoking bans. Advocates of such bans (often citing the work of “norms scholars,” such ... The Perils of Paternalism

CELS 2006

The First Annual Conference on Empirical Legal Studies will be held at the University of Texas Law School October 26-27. A preliminary program is available here with links to abstracts and articles. I’m absolutely thrilled to be participating in the conference, and am most of all looking forward to reading what looks like a very ... CELS 2006

It’s not a PIPE bomb

Similar to Gretchen Morgenson’s recent attack on Rule 144A offerings (discussed by Larry Ribstein here), page C1 of yesterday’s W$J assails PIPE offerings (see here). PIPE stands for “private investment in public equity” and is a financing technique used by many small and mid-size public companies. In a typical PIPE, a company privately negotiates a ... It’s not a PIPE bomb

Some Things I Read Today

1.  FTC Chairman Deborah Majoras on “The Federal Trade Commission in the Online World: Protecting Competition and Protecting Consumers.” (HT: Antitrust Review) 2.    Two interesting posts by Randy Picker here and here. 3.    Brian Leiter on the factors that help and hurt most for entry-level law school faculty candidates, with a promise to elaborate soon. ... Some Things I Read Today


Google seeks exemption from Investment Company Act

According to this WSJ article, Google has asked the SEC to declare that Google is not an “investment company” and therefore not subject to the Investment Company Act of 1940. This seems like an odd request, but it highlights the broad sweep of the definition of investment company. Section 3(a)(1)(C) of the ICA provides that ... Google seeks exemption from Investment Company Act

Corporate Law Comics

Our law librarian pointed me to Stu’s Views Law & Lawyer Cartoons website ( which contains cartoons for various corporate law cases (among other things). Here’s two examples: So what are the cases?

The SEC: This one is for you, Peter Oh.

My position in the areas of securities law and corporate law has consistently been that painful shareholder lawsuits are generally likely to be much more effective deterrents than toothless legislation (SOX?) or rulemaking by an agency ill-equipped or disinclined to ruthlessly enforce its rules.  I have taken this position in my writing with respect to investment banking research analysts, I have taken ... The SEC: This one is for you, Peter Oh.