Showing archive for: “Corporate Governance”
The securities laws and the First Amendment
Attorney John Olson has posted a discussion and copy of a brief for the Chamber of Commerce and the Business Roundtable challenging the SEC’s recent proxy access rule, Rule 14a-11. That’s the rule that requires corporations to include in their proxy materials candidates for director election nominated by 3%/3-year shareholders. (Here’s my discussion of some ... The securities laws and the First Amendment
Securities Regulation Events at the AALS Annual Meeting
Tulane Law’s Elizabeth Nowicki, a former TOTM guest, asked me to post the following notice: The AALS Annual Meeting in San Francisco is fast approaching, and the AALS Section on Securities Regulation will be having two events on Saturday, January 8, 2011, in celebration of the Section’s 10th Anniversary. Participation is invited, as described below: Luncheon: ... Securities Regulation Events at the AALS Annual Meeting
Lynn Stout on “criminogenic” hedge funds and insider trading
Lynn Stout, writing in the Harvard Business Review’s blog, claims that hedge funds are uniquely “criminogenic” environments. (Not surprisingly, Frank Pasquale seems reflexively to approve): My research, shows that people’s circumstances affect whether they are likely to act prosocially. And some hedge funds provided the circumstances for encouraging an antisocial behavior like not obeying the ... Lynn Stout on “criminogenic” hedge funds and insider trading
The obscure efficiency of empty voting
A few years ago a new scandal emerged on the corporate scene, prompted by Hu & Black’s work on so-called “empty voting.” The supposed problem is that a hedge fund can separate voting and economic rights by borrowing, hedging or short-term trading. The trader can vote shares in a company in which he owns a ... The obscure efficiency of empty voting
Copland on Regulation by Prosecution
The Manhattan Institute’s James Copland writes about “Regulation by Prosecution” through deferred prosecution agreements. His report details the exceptional and troubling power that prosecutors have used to circumvent the normal democratic legislative process and subvert the rights of individual defendants in criminal actions. In his report, Copland exposes the increasing American phenomenon of “regulation by ... Copland on Regulation by Prosecution
Nocera on the uncorporation and the financial crisis
The Glom’s having a book club on McLean & Nocera’s All the Devils Are Here. I haven’t read the book (it takes a lot to get me to read a book by business journalists). But I have read David Zaring’s interview with his “favorite Times columnist. One of the questions and answers naturally piqued my ... Nocera on the uncorporation and the financial crisis
A&P Files for Bankruptcy
Recent coverage of the A&P bankruptcy has alluded to its era of “dominance” in grocery retail, describing it as “the Wal-Mart of its day.” See this earlier post on the unconvincing antitrust case against Wal-Mart. However, what the A&P bankruptcy brings to mind for me is Justice Stewart’s famous dissent in Von’s Grocery. The famous ... A&P Files for Bankruptcy
The Uncorporation reviewed
Grant Hayden and Matt Bodie review my Rise of the Uncorporation in a forthcoming Michigan Law Review. Here’s the abstract of their article, The Uncorporation and the Unraveling of ‘Nexus of Contracts’ Theory: This is a review of The Rise of the Uncorporation, by Larry E. Ribstein (Oxford University Press 2010). The Rise of ... The Uncorporation reviewed
Judge Kozinski on over-criminalizing agency costs
In U.S. v. Goyal, the government contended that the defendant, former CFO of Network Associates, had violated GAAP by causing the company to recognize revenue from certain sales sooner than it should have, and of lying to the company’s auditor. The jury convicted defendant of securities fraud, false SEC filings, and making materially false statements ... Judge Kozinski on over-criminalizing agency costs
CNBC Street Sense on Wall Street Bonuses
I appeared on CNBC’s Street Sense today to talk about Morgan Stanley’s new policy on bonuses and what it means for the future of Wall Street executive compensation. See here.
The insider trading sideshow in the corporate crime circus
Jesse Eisinger is upset that the wrong people are going to jail. Nobody from Lehman, Merrill Lynch or Citigroup, no top AIG or Bear Stearns executives, no big mortgage company executive, not even Angelo Mozillo. Eisinger dismisses the insider trading prosecutions as a “sideshow” to take attention away from the lack of prosecutions over the banking ... The insider trading sideshow in the corporate crime circus
Stephen Bainbridge on Mandatory Disclosure: A Behavioral Analysis
Mandatory disclosure is a—maybe the—defining characteristic of U.S. securities regulation. Issuers selling securities in a public offering must file a registration statement with the SEC containing detailed disclosures, and thereafter comply with the periodic disclosure regime. Although the New Deal-era Congresses that adopted the securities laws thought mandated disclosure was an essential element of securities ... Stephen Bainbridge on Mandatory Disclosure: A Behavioral Analysis
