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Public and Private Enforcement of Securities Laws: Resource-Based Evidence 证券法的公共和私人执法:基于资源的证据
Pub Date : 2009-03-16 DOI: 10.2139/ssrn.1000086
H. Jackson, M. Roe
Ascertaining which enforcement mechanisms work to protect investors has been both a focus of recent work in academic finance and an issue for policy-making at international development agencies. According to recent academic work, private enforcement of investor protection via both disclosure and private liability rules goes hand in hand with financial market development, but public enforcement fails to correlate with financial development and, hence, is unlikely to facilitate it. Our results confirm the disclosure result but reverse the results on both liability standards and public enforcement. We use securities regulators' resources to proxy for regulatory intensity of the securities regulator. When we do, financial depth regularly, significantly, and robustly correlates with stronger public enforcement. In horse races between these resource-based measures of public enforcement intensity and the most common measures of private enforcement, public enforcement is overall as important as disclosure in explaining financial market outcomes around the world and more important than private liability rules. Hence, policymakers who reject public enforcement as useful for financial market development are ignoring the best currently available evidence.
确定哪些执法机制能够保护投资者,既是学术金融学最近工作的一个重点,也是国际发展机构决策的一个问题。根据最近的学术工作,通过披露和私人责任规则来保护投资者的私人执行与金融市场发展密切相关,但公共执行与金融发展不相关,因此不太可能促进金融发展。我们的研究结果证实了披露结果,但在责任标准和公共执法方面的结果却相反。我们用证券监管机构的资源来代表证券监管机构的监管强度。当我们这样做时,金融深度与更强有力的公共执法经常、显著和强有力地相关。在这些以资源为基础的公共执法强度指标与最常见的私人执法指标之间的比拼中,在解释全球金融市场结果方面,公共执法总体上与披露同等重要,比私人责任规则更重要。因此,拒绝公共执法有助于金融市场发展的政策制定者忽视了目前可获得的最佳证据。
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引用次数: 440
The U.S. Government as Control Shareholder of the Financial and Automotive Sector: Implications and Analysis 美国政府作为金融和汽车行业的控股股东:影响与分析
Pub Date : 2009-02-23 DOI: 10.2139/SSRN.1348256
J. Verret
This essay considers the implications of Treasury holding common equity in banks participating in the federal government's bailout under the TARP program. The federal government's position as the dominant shareholder in the financial services and automotive sectors requires careful consideration of its shareholder rights. Governments are a very unique brand of shareholder. Without careful consideration and advance planning for how those shareholder rights and responsibilities will be managed, the unintended consequences to capital markets could be dramatic.
本文考虑了财政部持有参与联邦政府TARP计划救助的银行普通股的影响。联邦政府作为金融服务和汽车行业的主要股东,需要仔细考虑其股东权利。政府是一个非常独特的股东品牌。如果不对如何管理这些股东的权利和责任进行仔细考虑和事先规划,资本市场可能会遭受意想不到的严重后果。
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引用次数: 0
Securities Litigation and Stock Returns: A Simple Event Study 证券诉讼与股票收益:一个简单事件研究
Pub Date : 2009-02-05 DOI: 10.2139/ssrn.668643
George Kalchev
This paper executes a simple event study of the effects of securities litigation on stock returns. Securities litigation is a common occurrence on the US investment markets, via which shareholders aim to recover losses they have suffered as a result of managerial misconduct. Filing lawsuits, however, signals to the market in general that there is something wrong with the company, unless the market knows it already. In that case, litigation may have negative consequences on future stock returns of the company. Applying t-tests, this paper tests this hypothesis and finds that significant negative stock reaction to litigation is present but not overwhelmingly. Positive reaction to lawsuits can sometimes be observed. Negative reaction, however, is twice as common as positive reaction to lawsuits. Shareholders should not be concerned that filing a securities lawsuit will necessarily result in stock return declines.
本文对证券诉讼对股票收益的影响进行了简单的事件研究。在美国投资市场上,证券诉讼是一种常见现象,股东希望通过这种诉讼弥补因管理层不当行为而遭受的损失。然而,提起诉讼一般会向市场发出这样的信号:该公司存在问题,除非市场已经知道这一点。在这种情况下,诉讼可能会对公司未来的股票回报产生负面影响。运用t检验,本文检验了这一假设,并发现股票对诉讼的显著负面反应是存在的,但不是压倒性的。有时也能看到对诉讼的积极反应。但是,对诉讼的负面反应是正面反应的两倍。股东们不应该担心提起证券诉讼必然会导致股票回报下降。
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引用次数: 2
Counterfactual Keys to Causation and Damages in Shareholder Class Actions 股东集体诉讼中因果关系与损害赔偿的反事实关键
Pub Date : 2009-01-15 DOI: 10.2139/ssrn.1333900
F. Dunbar, A. Sen
Introducing quantitative rigor into the legal process has been proposed to reduce error and uncertainty in litigation. One area of law that would seem to be a candidate for such formalism would be proving causation. Yet most legal scholars balk at the idea that the legal principles of causation are based on anything as precise as, say, scientific causation. We believe that counterfactual analysis, a relatively recent trend in the philosophy of causation that is being applied in the social sciences, has a role in understanding causation in at least one important area of the law-shareholder class actions. The increasingly strict standards imposed by the Supreme Court over the past twenty years, culminating in the Dura decision, can be understood in the context of counterfactual analysis establishing loss causation. This approach then has important implications for estimating damages in shareholder class actions.
在法律程序中引入定量的严谨性是为了减少诉讼中的错误和不确定性。有一个法律领域似乎是这种形式主义的候选者,那就是证明因果关系。然而,大多数法律学者都不认为因果关系的法律原则是建立在科学因果关系这样精确的基础上的。我们认为,反事实分析(反事实分析)是因果哲学的一种相对较新的趋势,正在社会科学中得到应用,它至少在理解法律-股东集体诉讼的一个重要领域的因果关系方面发挥了作用。在过去二十年中,最高法院施加的日益严格的标准,在Dura案的判决中达到高潮,可以在建立损失因果关系的反事实分析的背景下理解。因此,这种方法对估计股东集体诉讼中的损害赔偿具有重要意义。
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引用次数: 3
Tender Offer Merger and Regulatory Review in Spanish Law (in Spanish) 西班牙法律中的收购要约、合并和监管审查(西班牙文)
Pub Date : 2008-12-31 DOI: 10.2139/SSRN.1337133
F. Marcos
The interface and coordination of securities regulation of tender offers, merger review proceedings set up by competition law and any other bodies of sectoral regulation potentially applicable to a given transaction is a key issue in governing modern markets. Indeed, Securities Regulation, Competition Law and Regulation impose mandatory conditions and bureaucratic procedures on mergers and acquisitions - which are inspired in different objectives and with disparate aims - that may delay the execution of these transactions and, in some cases, even lead to the introduction of substantial changes in their terms. In comparison with the pre-existing legal rules, as this paper analyzes in detail, the new regulation of merger review and tender offer proceedings - both of 2007 - make compatible the satisfaction of private business interests with the adequate protection of investors' interests and the public interest in maintaining effective competition in the market, as well as the diverse objectives sought by other regulations, sensibly reducing the delays in tender offers that may distort the working of securities markets. However, several doubts and some problematic issues remain in the overlap of these different regulatory bodies (securities/competition/regulation) that require further reflections, which constitute the focus of the present article.
对要约收购的证券监管、竞争法规定的合并审查程序以及可能适用于某一特定交易的任何其他部门监管机构之间的衔接和协调,是治理现代市场的一个关键问题。事实上,《证券条例》、《竞争法》和《条例》对合并和收购施加了强制性条件和官僚程序,这些条件和程序是由不同的目标和不同的目的所激发的,这可能延迟这些交易的执行,在某些情况下,甚至导致其条款发生重大变化。与已有的法律规则相比,本文详细分析了2007年的合并审查和要约收购程序的新规则,使私营企业利益的满足与充分保护投资者利益和维持有效市场竞争的公众利益相一致,以及其他法规所追求的多样化目标。明智地减少可能扭曲证券市场运作的投标报价延迟。然而,在这些不同的监管机构(证券/竞争/监管)的重叠中仍然存在一些疑问和一些问题,需要进一步思考,这构成了本文的重点。
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引用次数: 0
Mere Thieves 仅仅是小偷
Pub Date : 2008-11-25 DOI: 10.2139/ssrn.1306801
Robert E. Steinbuch
Today, criminals are capable of covertly stealing financial secrets from multinational corporations. Securities jurisprudence, however, has focused largely on the activities of insiders who secretly trade on information that they legally garner through their positions of trust, and has not addressed the culpability of "mere thieves" who trade on confidential financial information gained through illegal means. As such, a void in securities law exists regarding how to address the theft and use of confidential financial information by strangers under the Securities and Exchange Commission's (SEC) Rule 10b-5. This article sets forth a jurisprudential analysis under which mere thieves who trade on stolen confidential information are liable for insider trading.
如今,犯罪分子能够偷偷地从跨国公司窃取金融机密。然而,证券法理学主要集中在内幕人士的活动上,这些内幕人士利用他们通过信托职位合法获得的信息秘密进行交易,而没有解决利用通过非法手段获得的机密金融信息进行交易的“纯粹小偷”的罪责。因此,证券法在如何根据美国证券交易委员会(SEC)规则10b-5解决陌生人盗窃和使用机密金融信息的问题上存在空白。本文对利用窃取的机密信息进行交易的单纯盗窃行为应承担内幕交易责任的法理分析。
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引用次数: 0
Featuring Funds: European Developments in Financial Services Law (Fonds im Fokus: Europaeische Entwicklungen im Recht der Finanzintermediaere) 欧洲开发基金:金融中介业务发展)
Pub Date : 2008-11-18 DOI: 10.2139/SSRN.1303457
D. Zetzsche
This paper in German language summarizes recent developments in the law of collective investment schemes on the European level. It is structured in three parts. The first part deals with retail investment funds. In particular, it discusses the European Commission's proposal for a reform of Directive 85/611/EC published in July 2008 as well as the addendum proposed by CESR on 31 Oktober 2008 for the European passport for the UCITS management company. Moreover, the paper considers the extension of the UCITS framework into the sphere of non-harmonised Collective Investment Schemes (such as real-estate funds, hedge funds, commodities funds, and private equity). The second part summarizes the policy debate on a harmonized framework for sophisticated investments. This includes the proposals for a European private placement regime as well as a "Directive" on Hedge Funds and Private Equity, as suggested by the European Parliament's initiatives called Lehne-Report and Rasmussen-Report. The third part takes a look at the European approach towards Sovereign Wealth Funds and the legal embedding of the Santiago-Principles in the civil laws of the Member States. A brief look on financial stability funds established by the Member States in order to counter the financial markets and banking crisis completes the picture.
本文用德语概述了欧洲层面集体投资计划法律的最新发展。它由三个部分组成。第一部分论述零售投资基金。报告特别讨论了欧盟委员会对2008年7月公布的第85/611/EC号指令的改革建议,以及CESR于2008年10月31日就UCITS管理公司的欧洲护照提出的附录。此外,本文还考虑将UCITS框架扩展到非协调集体投资计划领域(如房地产基金、对冲基金、商品基金和私募股权)。第二部分总结了关于复杂投资协调框架的政策辩论。这包括建立欧洲私募制度的提议,以及针对对冲基金和私募股权的“指令”,正如欧洲议会的Lehne-Report和Rasmussen-Report所建议的那样。第三部分考察了欧洲对主权财富基金的态度以及《圣地亚哥原则》在成员国民法中的法律嵌入。简要介绍一下会员国为应对金融市场和银行危机而设立的金融稳定基金,就能全面了解情况。
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引用次数: 0
Assessing the Potential for Further Foreign Demand for U.S. Assets: Has Financing U.S. Current Account Deficits Made Foreign Investors Overweight in U.S. Securities? 评估外国对美国资产进一步需求的潜力:为美国经常账户赤字融资是否使外国投资者增持美国证券?
Pub Date : 2008-10-30 DOI: 10.2139/ssrn.1292741
Carol C. Bertaut
Since 2001, foreign investors have acquired roughly $5 trillion in U.S. securities--more than doubling their holdings of U.S. equities and bonds--as both official and private inflows have financed record U.S. current account deficits. Although the rapid growth of foreign holdings of U.S. securities raises concerns that foreign investors may have become too heavily weighted in U.S. assets, foreign investors have not in fact materially changed the relative allocations between U.S. and other foreign securities in their portfolios in recent years. Based on data from the most recent comprehensive surveys of foreign portfolio investment, the 2006 IMF Coordinated Portfolio Investment Surveys (CPIS), most foreign investors remain relatively more underweight in both U.S. equities and bonds than they do in foreign securities in general. Although the underweight position suggests that there remains potential for foreign investors to continue to acquire U.S. securities, econometric evidence indicates that the underweight position itself reflects a preference by foreign investors for securities of countries with which they have strong economic or cultural ties, consistent with recent research that suggests "location" or "information" preferences in both domestic and international portfolios. As securities markets abroad continue to deepen, such factors are likely to continue to attract investment from "nearby" markets, especially from European investors.
自2001年以来,外国投资者购买了大约5万亿美元的美国证券,其持有的美国股票和债券增加了一倍多,因为官方和私人资本流入为美国创纪录的经常账户赤字提供了资金。尽管外国投资者持有美国证券的快速增长引发了对外国投资者在美国资产中的权重可能过高的担忧,但事实上,外国投资者近年来并没有实质性地改变其投资组合中美国和其他外国证券的相对配置。根据2006年国际货币基金组织(IMF)协调投资组合调查(CPIS)对外国证券投资的最新综合调查数据,大多数外国投资者对美国股票和债券的投资比重相对低于对外国证券的总体投资比重。尽管减持头寸表明外国投资者仍有可能继续购买美国证券,但计量经济学证据表明,减持头寸本身反映了外国投资者对与他们有强大经济或文化联系的国家的证券的偏好,这与最近的研究表明“位置”或“信息”偏好在国内和国际投资组合中一致。随着海外证券市场的不断深化,这些因素可能会继续吸引“附近”市场的投资,尤其是欧洲投资者。
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引用次数: 4
Questioning the Big 4 Audit Quality Assumption: New Evidence from Malaysia 质疑四大审计质量假设:来自马来西亚的新证据
Pub Date : 2008-10-08 DOI: 10.2139/ssrn.1280790
T. Carlin, Nigel Finch, N. Laili
Audit quality can be defined as relating to the probability that financial statements contain no material omissions or misstatements. Previous research on the subject of audit quality relies on the assumption that large audit firms (Big 4) are homogenous in providing higher audit quality than small audit firms (non-Big 4). However, there is little evidence in extant literature supportive of quality differentials between Big 4 firms, except that the collapse of Arthur Anderson certainly undermines this assertion that large auditors are associated with higher audit quality. In this study, we develop a methodology to distinguish audit quality among Big 4 audit firms and attempt to question the homogenous audit quality assumption. In exploring this theme, this paper examines the audited disclosures made during the transition period under FRS 136 - Impairment of Assets (the Malaysian equivalent to IAS 36) of a sample of large Malaysian listed corporations who each have engaged Big 4 auditors. The results of this study are alarming, finding systemic failure on the part of Big 4 auditors in Malaysia to comply with even the most basic elements of the FRS 136 disclosure framework in relation to goodwill impairment testing.
审计质量可以定义为与财务报表不包含重大遗漏或错报的可能性有关。先前关于审计质量的研究依赖于这样一种假设,即大型审计事务所(四大)在提供更高审计质量方面比小型审计事务所(非四大)具有同质性。然而,现有文献中几乎没有证据支持四大事务所之间的质量差异,除了Arthur Anderson的倒闭肯定削弱了大型审计事务所与更高审计质量相关的这一主张。在本研究中,我们开发了一种方法来区分四大审计事务所的审计质量,并试图质疑审计质量同质化的假设。在探讨这一主题时,本文研究了马来西亚大型上市公司样本在过渡期间根据《财务报告准则第136号-资产减值》(马来西亚相当于国际会计准则第36号)进行的经审计披露,这些公司均聘请了四大会计师事务所。这项研究的结果令人震惊,发现马来西亚四大审计机构在遵守与商誉减值测试相关的FRS 136披露框架的最基本要素方面存在系统性失败。
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引用次数: 17
Voluntary Disclosures and the Exercise of CEO Stock Options 自愿披露与CEO股票期权的行使
Pub Date : 2008-07-09 DOI: 10.2139/ssrn.1108119
P. Brockman, Xiumin Martin, A. Puckett
We examine voluntary disclosures around the exercise of CEO stock options. Previous research shows that managerial incentives depend on the intended disposition of the exercised options' underlying shares. When CEOs intend to sell the underlying shares of exercised options, they have an incentive to increase stock prices in the pre-exercise period. In contrast, when CEOs intend to hold the underlying shares, they have a tax incentive to decrease stock prices in the pre-exercise period. Consistent with these private incentives, we find a significant increase in the frequency and magnitude of good (bad) news announcements in the pre-exercise period when CEOs implement exercise-and-sell (exercise-and-hold) strategies. We provide some evidence that CEOs' propensities for opportunistic disclosures are positively related to the value of their exercised stock options. Lastly, we find that the Sarbanes-Oxley Act (SOX) generally reduces, but does not eliminate, this type of managerial opportunism.
我们考察了围绕CEO股票期权行使的自愿披露。以往的研究表明,管理层的激励取决于对已行权期权标的股票的预期处置。当首席执行官打算出售已行权期权的基础股票时,他们有动力在行权前提高股价。相比之下,当首席执行官打算持有标的股票时,他们有税收激励,可以在行权前降低股价。与这些私人激励相一致的是,我们发现,当首席执行官实施行使并出售(行使并持有)策略时,在行使前阶段,好消息(坏消息)公告的频率和幅度显著增加。我们提供了一些证据,表明ceo的机会性披露倾向与其行使的股票期权价值呈正相关。最后,我们发现萨班斯-奥克斯利法案(SOX)总体上减少了,但并没有消除这种类型的管理机会主义。
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引用次数: 37
期刊
Corporate Law: Securities Law
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