Showing archive for: “Corporate Governance”
The arbitration (and death?) of securities class actions
Barbara Black has suggested that the time may have come to reconsider arbitration of federal securities claims against issuers (and not just brokers). And that’s only the beginning. Here’s the abstract: Ever since the U.S. Supreme Court held that arbitration provisions contained in brokerage customers’ agreements were enforceable with respect to federal securities claims, proposals have ... The arbitration (and death?) of securities class actions
Comparative uncorporate law
Don Clarke has written a nice piece on “the past and future of comparative corporate governance.” Here’s part of the abstract: Recent years have seen the rise of comparative corporate governance (CCG) as an increasingly mainstream approach within the world of corporate governance studies. This is a function partly of an increasing international orientation on ... Comparative uncorporate law
Efficiency, Competition, Capital Formation, Investor Protection, Apple Pie and Puppies
One of the things that I hope to spend more time doing now that I have returned to the blogosphere is open-source article writing. By that I mean blogging about an article idea and updating it as I progress. Some say it’s a bad plan…people might steal your ideas, or maybe you expose yourself to ... Efficiency, Competition, Capital Formation, Investor Protection, Apple Pie and Puppies
Should the SEC regulate corporate political speech?
Ten leading corporate and securities law professors have petitioned the SEC to develop rules to require companies to disclose their political spending. This is the latest iteration of efforts to end-run Citizens United’s restrictions on regulating corporate campaign activities by calling it corporate governance regulation. See my recent post on the Shareholder Protection Act. I’ve written ... Should the SEC regulate corporate political speech?
The AIG-General Re reversals
A Second Circuit panel knocked over yet another federal prosecution, this one of General Re and AIG executives who were convicted of propping up AIG with an allegedly sham reinsurance transaction. As summarized by a WSJ editorial, the abuses that sent this prosecution down the tubes “include prejudicial evidence, botched jury instructions and “compelling inconsistencies” ... The AIG-General Re reversals
The remains of Howrey
I have previously covered the death of Howrey. I noted here the question of the extent to which Howrey’s LLP shield will protect its former partners from liability for the firm’s debts, and more generally what can happen following “the swift collapse of big law firms that have no real assets except the lawyers who, ... The remains of Howrey
Overcriminalization in action: the FCPA
I have written about the problems of criminalizing corporate agency costs and the intersection between these agency costs and the agency costs of the government agents who prosecute the crimes. Joe Yockey, in his recent paper Solicitation, Extortion, and the FCPA, shows that Foreign Corrupt Practices Act prosecutions provide a particularly acute illustration of these ... Overcriminalization in action: the FCPA
Groupon’s tmi
The WSJ reports that the SEC is on Groupon’s case for reporting “adjusted consolidated segment operating income” of $81.6 million while noting that subtracting marketing costs would produce a loss of $98 million. Groupon recently added that adjusted CSOI “should not be considered as a measure of discretionary cash available to us to invest in ... Groupon’s tmi
The opportunity costs of the backdating scandal
I have blogged extensively about the waste and injustice of the overblown backdating scandal. (The posts are collected in Ideoblog’s executive compensation archive). Now we have an accounting of the opportunity costs of the SEC’s pursuit of this so-called scandal. Here’s the abstract of Choi, Pritchard and Wiechman, Scandal Enforcement at the SEC: Salience and ... The opportunity costs of the backdating scandal
Some implications of the proxy access decision
Bloggers have had much to say about the DC Circuit’s proxy access decision. Of special note is our own Jay Verret and Steve Bainbridge, who adds a useful roundup. I have a few additional comments. First, I want to pick up on Jay’s comment that the decision shows the SEC “is an agency with too many ... Some implications of the proxy access decision
The Curious Case of the Proxy Access Rule
Well, well. It looks like the heatwave hitting DC has encouraged the Judges on the panel reviewing the SEC’s proxy access rule to finish their opinion earlier than expected. The rule has been struck down by the DC Circuit as arbitrary and capricious for failure to meet the SEC’s mandate to consider the effect of ... The Curious Case of the Proxy Access Rule
New on SSRN: Kobayashi and Ribstein on private lawmaking
The paper, with Kobayashi, is Law As A Byproduct: Theories Of Private Law Production. Here’s the abstract: Public lawmakers lack incentives to engage in a socially optimal amount of legal innovation. Private lawmaking is a potential solution to this problem. However, private lawmaking faces a dilemma: In order to be effective privately produced laws need ... New on SSRN: Kobayashi and Ribstein on private lawmaking
