There is growing support for the claim that issuer-licensed insider trading (when the insider’s firm approves the trade in advance and has disclosed that it permits such trading pursuant to published guidelines) is economically efficient, and morally harmless. But for the last 35 years many scholars and the U.S. Supreme Court have relied on “The Law of Conservation of Securities” to rebut claims that insider trading can be victimless. This law is purported to show that every act of insider trading, even those licensed by the issuer, causes an identifiable harm to someone. This essay argues that the Law of Conservation of Securities is not helpful to answering the moral question of whether insider trading is a victimless crime because it either proves too much or too little. It either proves that all profitable trades (or profitable trade omissions) in advance of firms’ material disclosures are morally impermissible (an absurdity), or it tells us nothing at all about the moral permissibility of such trades. Of course, once the Law of Conservation of Securities is neutralized, other moral criticisms of issuer-licensed insider trading that rely on this law also fail. Professor Leo Katz’s claim that morality does not permit one to consent to a system that openly allows issuer-licensed insider trading is offered as one example of an argument that fails once considered in light of a proper understanding of the Law of Conservation of Securities.
{"title":"What's the Harm in Issuer-Licensed Insider Trading?","authors":"John P. Anderson","doi":"10.2139/ssrn.2481313","DOIUrl":"https://doi.org/10.2139/ssrn.2481313","url":null,"abstract":"There is growing support for the claim that issuer-licensed insider trading (when the insider’s firm approves the trade in advance and has disclosed that it permits such trading pursuant to published guidelines) is economically efficient, and morally harmless. But for the last 35 years many scholars and the U.S. Supreme Court have relied on “The Law of Conservation of Securities” to rebut claims that insider trading can be victimless. This law is purported to show that every act of insider trading, even those licensed by the issuer, causes an identifiable harm to someone. This essay argues that the Law of Conservation of Securities is not helpful to answering the moral question of whether insider trading is a victimless crime because it either proves too much or too little. It either proves that all profitable trades (or profitable trade omissions) in advance of firms’ material disclosures are morally impermissible (an absurdity), or it tells us nothing at all about the moral permissibility of such trades. Of course, once the Law of Conservation of Securities is neutralized, other moral criticisms of issuer-licensed insider trading that rely on this law also fail. Professor Leo Katz’s claim that morality does not permit one to consent to a system that openly allows issuer-licensed insider trading is offered as one example of an argument that fails once considered in light of a proper understanding of the Law of Conservation of Securities.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129919075","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Juliet P. Kostritsky, W. Woyczynski, Kyle Chen, Ben P. Robertson
The legal community has long recognized that business corporations heavily favor Delaware as the state of incorporation. However, a recent study suggested that despite Delaware’s prominence as the place of incorporation, companies “flee” from Delaware with respect to both choice of law and forum, and instead prefer New York. In Professor Eisenberg and Miller’s study, while 181 acquirers were incorporated in Delaware, only 135 chose Delaware law, and while there were only five acquirers that were incorporated in New York, 63 merger contracts chose New York law. Building on Professor Eisenberg and Miller’s work, we study a data of 343 merger and acquisitions contracted on between January 1, 2011 and June 30, 2011. We find that companies only display a New York bias when companies have connections to New York. In other words, a company’s place of incorporation, place of business, and merger attorneys’ locale substantially influence the choice of law for merger deals. Our study shows that by eliminating acquirers that are domiciled — either incorporated or having a primary place of business — in New York, as well as eliminating merger attorneys that have presences in New York, the data reflects little New York bias.Specifically, when the acquirer has no place of business in New York, only 12.23 percent of the merger deals chose New York law. Going one-step further, out of the ninety merger deals that did not have any New York connection, only 8.89 percent chose New York law. By eliminating all New York connections, the study shows that companies are much less likely to choose New York law. Moreover, the data reflects that a Delaware incorporated acquirer is more likely to choose Delaware law to govern their merger deals than any other state law — 64.37 percent of Delaware incorporated acquirers chose Delaware law, whereas only 14.94 percent chose New York law. Indeed, our data shows that when we follow the methodology and use the assumptions of the Eisenberg and Miller study in constructing our data set, the frequency with which Delaware law was chosen to govern the merger deal had substantially increased when compared to the frequency with which Delaware law was chosen by the parties in the Eisenberg and Miller study. Our results further nullify the premise that Delaware corporations are engaged in a flight to choose New York law in their merger agreements.
{"title":"Increased Frequency for Delaware Choice of Law in Merger Agreements and the Implications for Scholarly Research","authors":"Juliet P. Kostritsky, W. Woyczynski, Kyle Chen, Ben P. Robertson","doi":"10.2139/ssrn.2469414","DOIUrl":"https://doi.org/10.2139/ssrn.2469414","url":null,"abstract":"The legal community has long recognized that business corporations heavily favor Delaware as the state of incorporation. However, a recent study suggested that despite Delaware’s prominence as the place of incorporation, companies “flee” from Delaware with respect to both choice of law and forum, and instead prefer New York. In Professor Eisenberg and Miller’s study, while 181 acquirers were incorporated in Delaware, only 135 chose Delaware law, and while there were only five acquirers that were incorporated in New York, 63 merger contracts chose New York law. Building on Professor Eisenberg and Miller’s work, we study a data of 343 merger and acquisitions contracted on between January 1, 2011 and June 30, 2011. We find that companies only display a New York bias when companies have connections to New York. In other words, a company’s place of incorporation, place of business, and merger attorneys’ locale substantially influence the choice of law for merger deals. Our study shows that by eliminating acquirers that are domiciled — either incorporated or having a primary place of business — in New York, as well as eliminating merger attorneys that have presences in New York, the data reflects little New York bias.Specifically, when the acquirer has no place of business in New York, only 12.23 percent of the merger deals chose New York law. Going one-step further, out of the ninety merger deals that did not have any New York connection, only 8.89 percent chose New York law. By eliminating all New York connections, the study shows that companies are much less likely to choose New York law. Moreover, the data reflects that a Delaware incorporated acquirer is more likely to choose Delaware law to govern their merger deals than any other state law — 64.37 percent of Delaware incorporated acquirers chose Delaware law, whereas only 14.94 percent chose New York law. Indeed, our data shows that when we follow the methodology and use the assumptions of the Eisenberg and Miller study in constructing our data set, the frequency with which Delaware law was chosen to govern the merger deal had substantially increased when compared to the frequency with which Delaware law was chosen by the parties in the Eisenberg and Miller study. Our results further nullify the premise that Delaware corporations are engaged in a flight to choose New York law in their merger agreements.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"52 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-07-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124364419","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2014-06-05DOI: 10.4337/9781781007884.00019
S. Lubben
For almost as long as there have been bankruptcy laws, there have been complaints that the primary beneficiaries of these laws are insiders who administer the bankruptcy system. In recent decades, this line of criticism has carried with it an implicit criticism of bankruptcy courts, who are urged to more aggressively police the costs of bankruptcy. Indeed, at least one recent critic has unkindly suggested that the failure of the courts to control bankruptcy costs is the result of a corrupt bargain between bankruptcy courts and practitioners. Rarely addressed is why bankruptcy courts regulate professional costs at all. In most areas of American law, a professional is accountable solely to its client. Complaints about excessive cost might result in a separate malpractice action, but a client who thinks they have been overcharged for the defense of their speeding ticket will find little relief in traffic court. Why is bankruptcy different?This paper begins to look at this question with brief overview of the concept of bankruptcy costs, traditionally divided between direct and indirect costs. I next turn to a consideration of the process for overseeing bankruptcy costs. I briefly trace the history of court control of compensation in corporate bankruptcy, and then detail the current legal structure. The final part of the chapter then surveys the existing understanding of chapter 11 cost, and concludes with a some thoughts on the important questions that remain unanswered.In short, we know a bit about direct costs, but very little about any other sort of costs. Moreover, what we know is almost entirely lacking in context. This makes it quite hard to understand if the existing system of cost regulation is either useful or justified.
{"title":"The Costs of Corporate Bankruptcy: How Little We Know","authors":"S. Lubben","doi":"10.4337/9781781007884.00019","DOIUrl":"https://doi.org/10.4337/9781781007884.00019","url":null,"abstract":"For almost as long as there have been bankruptcy laws, there have been complaints that the primary beneficiaries of these laws are insiders who administer the bankruptcy system. In recent decades, this line of criticism has carried with it an implicit criticism of bankruptcy courts, who are urged to more aggressively police the costs of bankruptcy. Indeed, at least one recent critic has unkindly suggested that the failure of the courts to control bankruptcy costs is the result of a corrupt bargain between bankruptcy courts and practitioners. Rarely addressed is why bankruptcy courts regulate professional costs at all. In most areas of American law, a professional is accountable solely to its client. Complaints about excessive cost might result in a separate malpractice action, but a client who thinks they have been overcharged for the defense of their speeding ticket will find little relief in traffic court. Why is bankruptcy different?This paper begins to look at this question with brief overview of the concept of bankruptcy costs, traditionally divided between direct and indirect costs. I next turn to a consideration of the process for overseeing bankruptcy costs. I briefly trace the history of court control of compensation in corporate bankruptcy, and then detail the current legal structure. The final part of the chapter then surveys the existing understanding of chapter 11 cost, and concludes with a some thoughts on the important questions that remain unanswered.In short, we know a bit about direct costs, but very little about any other sort of costs. Moreover, what we know is almost entirely lacking in context. This makes it quite hard to understand if the existing system of cost regulation is either useful or justified.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"204 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-06-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123486490","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In this paper, we examine independent directors as a legal transplant from dispersed ownership systems to concentrated ownership ones. We focus on Continental Europe, Japan, Brazil, Russia, India and China. Our main thesis is that independent directors have a different and relatively narrower role to perform in controlled corporations. We also argue that in the law and practice of controlled corporations independent directors often play an even weaker role than economic theory would predict. In order to prove our thesis, we compare the legal regimes applicable to independent directors across countries. We find that the notion and functions of independent directors vary remarkably across our sample jurisdictions. Firstly, the role of independent directors is not always specified. Secondly, independent directors often play a role in audit committees and, less frequently, in nomination and remuneration committees. However, they are rarely tasked with the vetting of related-party transactions and other conflicts of interest situations. Moreover, controlling shareholders often perform some of the functions that are typical of independent directors in diffuse ownership, such as the hiring and firing of managers and the setting of their remuneration. We conclude that the weak role of independent directors in several countries shows that they are often appointed mainly to accommodate investors’ preference for western-style corporate governance.
{"title":"Independent Directors and Controlling Shareholders Around the World","authors":"G. Ferrarini, Marilena Filippelli","doi":"10.2139/ssrn.2443786","DOIUrl":"https://doi.org/10.2139/ssrn.2443786","url":null,"abstract":"In this paper, we examine independent directors as a legal transplant from dispersed ownership systems to concentrated ownership ones. We focus on Continental Europe, Japan, Brazil, Russia, India and China. Our main thesis is that independent directors have a different and relatively narrower role to perform in controlled corporations. We also argue that in the law and practice of controlled corporations independent directors often play an even weaker role than economic theory would predict. In order to prove our thesis, we compare the legal regimes applicable to independent directors across countries. We find that the notion and functions of independent directors vary remarkably across our sample jurisdictions. Firstly, the role of independent directors is not always specified. Secondly, independent directors often play a role in audit committees and, less frequently, in nomination and remuneration committees. However, they are rarely tasked with the vetting of related-party transactions and other conflicts of interest situations. Moreover, controlling shareholders often perform some of the functions that are typical of independent directors in diffuse ownership, such as the hiring and firing of managers and the setting of their remuneration. We conclude that the weak role of independent directors in several countries shows that they are often appointed mainly to accommodate investors’ preference for western-style corporate governance.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"94 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-05-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124760465","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Deterrence theory, rooted in the methodology of law and economics, continues to dominate both the theory and practice of white-collar crime enforcement. By manipulating the disincentives of prospective wrongdoers, deterrence aims to efficiently reduce crime and maximize taxpayers’ utility. However, the rise of international commerce presents a challenge it cannot meet. Using a combination of empirical evidence and quantitative modeling, and drawing on anti-bribery law (particularly the U.S. Foreign Corrupt Practices Act) as an example, this Article shows that deterrence will tend to increase, rather than decrease, net levels of corporate crime in developing countries.The ever-increasing power of multinational corporations thus calls for a new theory of punishment, one that uses criminal enforcement to address the systemic causes of crime. That theory, quite ironically, is restorative justice. By involving the perpetrator, victim, and community in the sentencing process, restorative justice does not merely punish the wrongdoer, but remedies the harm caused by the crime, prevents future harm, and reintegrates the defendant into the very community it violated. Though generally thought to apply only to the traditional crimes of natural persons, this Article demonstrates that the U.S. Constitution and Sentencing Guidelines already authorize corporate sentencing practices rooted in restorative justice principles. More to the point, for two decades the U.S. Department of Justice has quietly been implementing restorative justice principles in domestic white-collar environmental sentencing. Drawing on those precedents, this Article builds a model for extraterritorial white-collar criminal punishment that advances the interests of U.S. corporations and enforcement agencies alike, benefits the overseas victims of corporate crime, and requires no new legal authorization to implement.
{"title":"Restorative Justice for Multinational Corporations","authors":"A. Spalding","doi":"10.2139/SSRN.2403930","DOIUrl":"https://doi.org/10.2139/SSRN.2403930","url":null,"abstract":"Deterrence theory, rooted in the methodology of law and economics, continues to dominate both the theory and practice of white-collar crime enforcement. By manipulating the disincentives of prospective wrongdoers, deterrence aims to efficiently reduce crime and maximize taxpayers’ utility. However, the rise of international commerce presents a challenge it cannot meet. Using a combination of empirical evidence and quantitative modeling, and drawing on anti-bribery law (particularly the U.S. Foreign Corrupt Practices Act) as an example, this Article shows that deterrence will tend to increase, rather than decrease, net levels of corporate crime in developing countries.The ever-increasing power of multinational corporations thus calls for a new theory of punishment, one that uses criminal enforcement to address the systemic causes of crime. That theory, quite ironically, is restorative justice. By involving the perpetrator, victim, and community in the sentencing process, restorative justice does not merely punish the wrongdoer, but remedies the harm caused by the crime, prevents future harm, and reintegrates the defendant into the very community it violated. Though generally thought to apply only to the traditional crimes of natural persons, this Article demonstrates that the U.S. Constitution and Sentencing Guidelines already authorize corporate sentencing practices rooted in restorative justice principles. More to the point, for two decades the U.S. Department of Justice has quietly been implementing restorative justice principles in domestic white-collar environmental sentencing. Drawing on those precedents, this Article builds a model for extraterritorial white-collar criminal punishment that advances the interests of U.S. corporations and enforcement agencies alike, benefits the overseas victims of corporate crime, and requires no new legal authorization to implement.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"127 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126147462","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The work introduces Corporate Social Responsibility (CSR) and offers an overview of this business governance and management model as generally conceived around the globe. It investigates the historical perspectives, definitions, connotations and usual debates surrounding the CSR discourse. It appraises the challenges surrounding effective CSR practice in Nigeria and queries the rather restrictive conceptualization of the CSR subject in terms of corporate charity or philanthropy. Further, it sets an agenda for a critical inquiry into the theoretical models and philosophical underpinnings of CSR towards finding an effective and widely-acceptable CSR regulatory framework which appears to be globally missing at the moment.
{"title":"Corporate Social Responsibility in Nigeria: Reflections and Reconceptualisation","authors":"Nojeem Amodu","doi":"10.2139/SSRN.2397119","DOIUrl":"https://doi.org/10.2139/SSRN.2397119","url":null,"abstract":"The work introduces Corporate Social Responsibility (CSR) and offers an overview of this business governance and management model as generally conceived around the globe. It investigates the historical perspectives, definitions, connotations and usual debates surrounding the CSR discourse. It appraises the challenges surrounding effective CSR practice in Nigeria and queries the rather restrictive conceptualization of the CSR subject in terms of corporate charity or philanthropy. Further, it sets an agenda for a critical inquiry into the theoretical models and philosophical underpinnings of CSR towards finding an effective and widely-acceptable CSR regulatory framework which appears to be globally missing at the moment.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-02-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114308198","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
В рамках работы проведен анализ зарубежного опыта в области правового статуса контролируемых иностранных компаний, критериев признания иностранной компании контролируемой, принципов определения налогового резидентства и иных вопросов, которые могут оказывать влияние на администрирование контролируемых иностранных компаний. В частности, рассмотрены способы и механизмы информационного обеспечения применения законодательства о контролируемых иностранных компаниях. Рассмотрено соответствующее действующее законодательство РФ. Выявлены правовые проблемы, могущие препятствовать администрированию контролируемых иностранных компаний. По результатам проведенного анализа даны рекомендации в части правовых механизмов и инструментов для предотвращения аккумулирования прибыли в офшорных юрисдикциях контролируемых иностранных компаний российскими организациями. As part of the analysis of foreign experience in the field of the legal status of controlled foreign companies, criteria for recognition of a foreign company controlled by, the principles of determining tax residency and other issues that may have an impact on the administration of foreign-controlled companies. In particular, we consider the ways and mechanisms of information provision of the legislation on controlled foreign companies. Having considered the relevant current legislation. Revealed legal problems that could hinder the administration of controlled foreign companies. According to the results of the analysis recommendations regarding the legal mechanisms and tools to prevent the accumulation of profits in offshore jurisdictions controlled foreign companies the Russian organizations.
{"title":"Правовые Проблемы Администрирования Контролируемых Иностранных Компаний (Legal Problems of the Administration of Controlled Foreign Companies)","authors":"N. Kornienko, Elena Velikova","doi":"10.2139/ssrn.2308796","DOIUrl":"https://doi.org/10.2139/ssrn.2308796","url":null,"abstract":"В рамках работы проведен анализ зарубежного опыта в области правового статуса контролируемых иностранных компаний, критериев признания иностранной компании контролируемой, принципов определения налогового резидентства и иных вопросов, которые могут оказывать влияние на администрирование контролируемых иностранных компаний. В частности, рассмотрены способы и механизмы информационного обеспечения применения законодательства о контролируемых иностранных компаниях. Рассмотрено соответствующее действующее законодательство РФ. Выявлены правовые проблемы, могущие препятствовать администрированию контролируемых иностранных компаний. По результатам проведенного анализа даны рекомендации в части правовых механизмов и инструментов для предотвращения аккумулирования прибыли в офшорных юрисдикциях контролируемых иностранных компаний российскими организациями. As part of the analysis of foreign experience in the field of the legal status of controlled foreign companies, criteria for recognition of a foreign company controlled by, the principles of determining tax residency and other issues that may have an impact on the administration of foreign-controlled companies. In particular, we consider the ways and mechanisms of information provision of the legislation on controlled foreign companies. Having considered the relevant current legislation. Revealed legal problems that could hinder the administration of controlled foreign companies. According to the results of the analysis recommendations regarding the legal mechanisms and tools to prevent the accumulation of profits in offshore jurisdictions controlled foreign companies the Russian organizations.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-08-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131250342","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2013-04-30DOI: 10.4337/9780857931849.00014
Jill E. Fisch
This chapter traces the development of the SEC’s use of Regulation Fair Disclosure (FD) to address information asymmetry in the securities markets. The chapter describes the SEC’s developing enforcement policy and notes, in particular, the SEC’s efforts, through its selection and settlement of Regulation FD cases, to provide guidance to corporations and corporate officials about areas of key concern. The chapter concludes by highlighting current areas of particular importance, including disclosure of information through private meetings and the implications of technological innovations such as the internet and social media. The chapter is forthcoming in Research Handbook on Insider Trading (Stephen Bainbridge, editor).
{"title":"Regulation FD: An Alternative Approach to Addressing Information Asymmetry","authors":"Jill E. Fisch","doi":"10.4337/9780857931849.00014","DOIUrl":"https://doi.org/10.4337/9780857931849.00014","url":null,"abstract":"This chapter traces the development of the SEC’s use of Regulation Fair Disclosure (FD) to address information asymmetry in the securities markets. The chapter describes the SEC’s developing enforcement policy and notes, in particular, the SEC’s efforts, through its selection and settlement of Regulation FD cases, to provide guidance to corporations and corporate officials about areas of key concern. The chapter concludes by highlighting current areas of particular importance, including disclosure of information through private meetings and the implications of technological innovations such as the internet and social media. The chapter is forthcoming in Research Handbook on Insider Trading (Stephen Bainbridge, editor).","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-04-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127329895","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Delaware and Washington interact in making corporate law. In prior work I showed how Delaware corporate law can be, and often is, confined by federal action. Sometimes Washington acts and preempts the field, constitutionally or functionally. Sometimes Delaware tilts toward or follows Washington opinion, even if that opinion does not square perfectly with its own consensus view of the best way to proceed. And sometimes Delaware affects Washington activity, effectively coopting a busy Washington from acting in ways that do not accord with Delaware’s major constituents’ view of best practice. Delaware influences Washington decision-making when Delaware is positioned between its own ultimate preferences (determined in part by its primary constituencies’ consensus position) and Washington’s prevailing preferences. Since Congress has a long and complex agenda, if key players in Washington become satisfied that the Delaware legal outputs are close enough to their own preferences, Delaware can induce Washington to desist from going further.At the Columbia Symposium on Delaware corporate lawmaking, I presented a straight-forward spatial model paralleling spatial models that political scientists have used to illustrate other contexts of government jurisdictional interaction. In this article, I describe and set forth that model to illustrate Delaware-Washington interaction in the last decade’s making of proxy access rules.
{"title":"A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking","authors":"M. Roe","doi":"10.2139/SSRN.2103363","DOIUrl":"https://doi.org/10.2139/SSRN.2103363","url":null,"abstract":"Delaware and Washington interact in making corporate law. In prior work I showed how Delaware corporate law can be, and often is, confined by federal action. Sometimes Washington acts and preempts the field, constitutionally or functionally. Sometimes Delaware tilts toward or follows Washington opinion, even if that opinion does not square perfectly with its own consensus view of the best way to proceed. And sometimes Delaware affects Washington activity, effectively coopting a busy Washington from acting in ways that do not accord with Delaware’s major constituents’ view of best practice. Delaware influences Washington decision-making when Delaware is positioned between its own ultimate preferences (determined in part by its primary constituencies’ consensus position) and Washington’s prevailing preferences. Since Congress has a long and complex agenda, if key players in Washington become satisfied that the Delaware legal outputs are close enough to their own preferences, Delaware can induce Washington to desist from going further.At the Columbia Symposium on Delaware corporate lawmaking, I presented a straight-forward spatial model paralleling spatial models that political scientists have used to illustrate other contexts of government jurisdictional interaction. In this article, I describe and set forth that model to illustrate Delaware-Washington interaction in the last decade’s making of proxy access rules.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"22 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-07-10","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129865917","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In previous research on determinants of company dividend-policy, a much higher significance was given to micro-economic factors describing the economic and financial situation of companies rather than to macro-economic factors. However, there is no analysis of the impact of economic sentiment on the dividend policy of companies. Moreover, companies do not operate in ‘a vacuum’. The economic situation in a certain country and even the global economic situation and its perception by entrepreneurs has a tremendous impact on their activities and decisions. To verify the hypothesis about the impact of economic sentiment on dividend policies of the companies listed on the Warsaw Stock Exchange in 1996–2009, logit pooled-regression models were applied. The dependent variable takes a value 1 if the company paid a cash dividend in year t and value 0 otherwise. As explanatory variables, we adopted the most common ones in this type of study, namely those describing the profitability, size, maturity, risk and investment opportunities as well as the dividend policy of the company in the year t – 1. Economic sentiment was measured using the Economic Sentiment Index, computed by the European Commission at monthly intervals. This allowed us to determine the period in which the changes in sentiment have the highest influence on dividend decisions. The estimated models allowed us to draw conclusions that apart from the economic and financial situation of a company in the year t – 1, dividend decisions made in year t are also affected by economic sentiment found in the Polish economy at the turn of the second quarter of year t. According to the Polish Code of Commercial Companies, it is understandable that the company should decide on the distribution of its profit within six months after the end of the business year. The research demonstrates, when making decisions, the boards of companies and shareholders take into account not only profits achieved in the previous year, but also the recent dividend and investment policy, and the current economic sentiment.
{"title":"The Economic Sentiment and Dividend Policy in Poland","authors":"M. Kowerski","doi":"10.2139/ssrn.2138829","DOIUrl":"https://doi.org/10.2139/ssrn.2138829","url":null,"abstract":"In previous research on determinants of company dividend-policy, a much higher significance was given to micro-economic factors describing the economic and financial situation of companies rather than to macro-economic factors. However, there is no analysis of the impact of economic sentiment on the dividend policy of companies. Moreover, companies do not operate in ‘a vacuum’. The economic situation in a certain country and even the global economic situation and its perception by entrepreneurs has a tremendous impact on their activities and decisions. To verify the hypothesis about the impact of economic sentiment on dividend policies of the companies listed on the Warsaw Stock Exchange in 1996–2009, logit pooled-regression models were applied. The dependent variable takes a value 1 if the company paid a cash dividend in year t and value 0 otherwise. As explanatory variables, we adopted the most common ones in this type of study, namely those describing the profitability, size, maturity, risk and investment opportunities as well as the dividend policy of the company in the year t – 1. Economic sentiment was measured using the Economic Sentiment Index, computed by the European Commission at monthly intervals. This allowed us to determine the period in which the changes in sentiment have the highest influence on dividend decisions. The estimated models allowed us to draw conclusions that apart from the economic and financial situation of a company in the year t – 1, dividend decisions made in year t are also affected by economic sentiment found in the Polish economy at the turn of the second quarter of year t. According to the Polish Code of Commercial Companies, it is understandable that the company should decide on the distribution of its profit within six months after the end of the business year. The research demonstrates, when making decisions, the boards of companies and shareholders take into account not only profits achieved in the previous year, but also the recent dividend and investment policy, and the current economic sentiment.","PeriodicalId":437920,"journal":{"name":"Law & Society: Public Law - Corporations eJournal","volume":"135 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-05-17","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131946595","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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