A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …

Global capital markets are undergoing profound transformation. Over the past decade, there has been a marked decline in Initial Public Offerings (IPOs) in most advanced economies, including those with highly developed capital markets such as the United Kingdom and the …

In the modern private capital markets, the traditional distinctions between equity and debt have become increasingly blurred and inadequate to capture the complexity of modern investment instruments. Sophisticated market participants – particularly private credit funds – have begun to craft …

Over recent decades, the massive globalization of finance has led many observers to expect widespread harmonization of nations’ financial regulations. Yet, while there has been a remarkable degree of harmonization in some areas, at least at the regional level, considerable …

My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …

The recent scandal involving TD Securities LLC[1] has served as a stark reminder of the dark side of high-frequency trading. While this particular case has garnered significant attention, it is far from an isolated incident. Spoofing, a form of …

Classified boards, which divide directors into staggered classes with only one class standing for reelection annually, have long been considered a powerful defense against hostile corporate takeovers. Despite their widespread use, they remain a topic of intense debate. While studies …

Does the enforcement of securities law by government authorities make a difference for market outcomes? This is an important question for policymakers and scholars and our focus in a forthcoming book chapter.

The academic debate on the question began with …

Few topics in the corporate and securities law literature are as controversial as securities class actions – that is, actions in which shareholders of public firms seek to collectively obtain compensation for damages resulting from false or misleading statements in …

Initial public offerings (IPOs) and direct listings (DLs) offer two different mechanisms for a firm to obtain a listing in the public capital markets. Historically, DLs have been rare in the U.S., but that has changed in recent years, starting …

In the world of financial markets, fraud poses a significant threat, undermining investor trust and leading to misallocation of resources. Cryptocurrency markets present heightened risks of fraud, which draws the attention of regulators, legal experts, and investors. The Securities and …