Columbia Law School
Sky Blog
Annual Securities Regulation Conference this Friday
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Corporate Governance
Intra-Corporate Dispute Arbitration in the UK, US, and China
Intra-corporate dispute (ICD) arbitration may cover a wide range of disputes between shareholders, between shareholders and the company, and between shareholders and third parties such as the company directors. ICD arbitration has been practiced in the US for many years …
Flexible Work Not Presently the Answer to Gender Equity in Corporate Law Firms
Work/life balance has been described as the issue of our age, but attainment of a balance, or the ‘good life’, is increasingly elusive. This is borne out by a study of Australian male and female corporate lawyers, the findings from …
The Hostile Poison Pill
Whether one ascribes to the agency theory of shareholder primacy or the contractarian theory of director primacy, boards of directors have great discretion in determining whether, when, and how to sell the corporation. Defensive tactics, like poison pills, can be …
Private Offerings and Public Ends: Reconsidering the Regime for Classification of Investors Under the Securities Act of 1933
To achieve a growing number of public, social, civic goals, we draw on the power of financial markets. Parents who can afford to save for the cost of their children’s college education rely on the market when they put money …
Benefits of Publicity
Because most outsiders learn about a firm from news articles written about it, firms have incentives to manage how they are covered by media so that they are presented in the most favorable light possible. Our study examines whether the …
What Drives Corporate Inversions?
A corporate inversion involves the relocation of a corporation’s legal domicile to a lower-tax nation (host country) while retaining its material operations in its higher-tax country of origin (home country). Corporations have been engaging in inversions for over three decades. …
Solving The Paradox of Insider Trading Compliance for Issuers
Regulators demand the impossible when they require issuers to design and implement an effective compliance program to guard against insider trading, a crime that neither Congress nor the SEC has defined with any specificity. This problem is then compounded by …
How Do Independent Directors View Powerful CEOs? Evidence From a Quasi-Natural Experiment
There has been a recent surge in scholarship on the issue of concentration of power in the CEO, and the subsequent consequences for shareholder wealth maximization and board primacy. There is a general consensus among scholars that, in general, more …
In Pari Delicto Deconstructed: Dismantling the Doctrine that Protects the Business Lawyer from Malpractice Liability
The equitable doctrine in pari delicto provides that a plaintiff who participated equally with a defendant in wrongdoing cannot pursue a claim against the defendant. In pari delicto is a shortened version of the phrase in pari delicto potior est …
Entrepreneurial Spawning: Experience, Education, and Exit
In our recent paper forthcoming in The Financial Review (2016), we highlight the role of venture capital (VC) in spawning new ventures. That is, after acquisitions, IPOs and other successful exits, entrepreneurs backed by venture capitalists (VCs) tend to form …
Multinational Enterprises and the Reach of U.S. Courts
Global business puts pressure on geographically limited courts. U.S. courts, for instance, can reach only defendants with contacts with the forum territory, usually the specific U.S. state in which the court is located. But litigation may be brought against part …
The Bug at Volkswagen
Corporate governance scholarship has long considered the problems that arise in public companies with dispersed ownership. But the automaker Volkswagen does not suffer from a dispersed ownership structure. In fact, it has several strong and highly active owners. The Porsche …
PwC discusses Five Key Points from Basel’s Proposed Restrictions on Internal Models for Credit Risk
Last week, the Basel Committee on Banking Supervision (Basel) proposed floors and other constraints on the use of internal models for calculating credit risk capital. The proposal aims to reduce complexity and variation in the calculation of regulatory capital among …
Computer Hacking and Securities Fraud
In a recent paper, I considered the strength of securities fraud charges asserted in several computer hacker cases filed in mid-2015.[1] Some of the defendants in the cases were the hackers who used computer methods to obtain unauthorized …
The Threat of Hedge Fund Activism Disciplines Managers and Benefits Shareholders. But What Happens to Creditors?
Hedge fund activism is the latest rave in corporate governance. Activist hedge funds build stakes in target firms in order to press management for various changes. When managers are uncooperative, they may just be forced to step down. Lest you …
The SEC’s Shift to Administrative Proceedings: An Empirical Assessment
Congress expanded the SEC’s ability to pursue enforcement actions in administrative proceedings in the Dodd Frank Act, bringing the agency’s use of proceedings before its own administrative law judges (ALJs) into the spotlight. A number of respondents have challenged the …
The Supreme Court “Saves” the Class Action: Complex Litigation After Scalia
Just six months ago, when the Supreme Court’s current term opened in October, things looked bleak for the class action. Three major cases were on the Court’s docket, and each seemed handpicked as a vehicle for the Court’s conservatives to …
A Proposal to End Executive Manipulations of Incentive Compensation
Options backdating? Who would be so arrogant to be still backdating their options? It has been exactly ten years since the Wall Street Journal’s exposé on “lucky CEOs.”[1] The intriguing question though is whether the executives could resist temptation …
Doing it the Australian Way, ‘Twin Peaks’ and the Pitfalls in Between
The ‘Twin Peaks’ method of financial system regulation is widely regarded as the leading model for the regulation of a country’s financial system. Australia was the first to adopt the model in 1997, has been using it the longest, …