Columbia Law School
Sky Blog
My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and
investors
SEC Chair Clayton Testifies About Virtual Currencies
Chairman Crapo, Ranking Member Brown and distinguished senators of the Committee, thank you for the opportunity to testify before you today.[1] I am pleased that the Committee is holding this hearing to bring greater focus to the important issues …
Europe Faces Problem of Strong Shareholders and Weak Outside Investors
Corporate governance literature has largely focused on listed firms with dispersed ownership, but those with controlling stockholders are increasingly important in the United States and Europe. In the U.S., the likes of Google, Facebook, and other technology firms have gone …
Who Falls Prey to the Wolf of Wall Street?
“Seniors [are] particularly vulnerable to investment scams” read one headline. “We are taking further steps to find and eliminate from our system pump-and-dump scammers, those who prey on retirees,” noted Jay Clayton, chairman of the Securities …
Why Do Retail Investors Ignore Accounting Information?
Prior research finds that individual (retail) investors often fail to use accounting information when making stock trading decisions. Instead, many individuals underperform by trading on attention-grabbing technical trends such as high past stock returns.
A number of Securities and Exchange …
PwC Discusses SEC’s Increased Scrutiny of Robo-Advisers
Earlier this year, the Securities and Exchange Commission (SEC) issued guidance regarding “robo-advisers,” automated investment advice tools accessed via web-based or mobile platforms with minimal human interaction.1 The guidance is an important reminder to the industry that robo-advisers are …
Activism and Informed Trading
Hedge fund activism has transformed the corporate governance landscape – possibly for better, possibly for worse. But as activist funds emerge as the newest and most potent players in corporate governance, there is one certainty: New agency costs also arise. …
Is Corporate Short-Termism on the Rise in the U.S.?
Corporate short-termism has been much discussed over the past few decades, but has recently become a growing concern for the U.S. economy. Executives and politicians warn of increased market pressure on corporations to meet short-term performance metrics at the expense …
Is It Time to Retire Securities Act Form S-8?
Every securities lawyer knows that offers and sales of securities must either be registered under the Securities Act of 1933 (Securities Act) or made pursuant to an applicable exemption. This rule is so fundamental that we often neglect to think …
How Investor Attention Affects Fraud Discovery and Value Loss in Securities Class Actions
A securities class action is a complex event characterized by scarce information, high uncertainty, and increased information asymmetry between stakeholders and firms. In our paper “The Effect of Investor Attention on Fraud Discovery and Value Loss in Securities Class Action …
A Reality Check on the Appeal of the DFC Global Appraisal Case
A peculiar appeal is currently before the Delaware Supreme Court. The case involves the judicial appraisal of DFC Global, a company acquired by a private equity firm in 2014. Approximately 12 percent of DFC stockholders dissented, and the Court of …
Mutual Fund Advisors’ “Empty Voting” Raises New Governance Issues
The creation of the mutual fund will go down as one of the greatest innovations in financial history. It has provided tens if not hundreds of millions of unsophisticated and uninformed stock market investors with easy access to low cost …
What Responsibilities Do Sovereign Funds Have to Other Investors?
With trillions of dollars in assets, sovereign wealth funds (SWFs) play a major role in financial markets around the world. With billions (and perhaps trillions) of dollars’ worth of equity investments around the world, the investment behavior of SWFs is …
Can Investors Anticipate Post-IPO Mergers and Acquisitions?
Of the nearly 6,000 U.S. firms that conducted initial public offerings between 1980 and 2008, 38 percent became merger bidders within three years after the IPO and 12 percent became takeover targets. It is important that investors understand these developments, …
What Matters in Governance?
In the past 20 years, many corporate law scholars have come to the view that governance arrangements protecting incumbents from removal are what really matter for firm value, arguing that such arrangements help entrench managers and harm shareholders. A major …
How Institutional Investor Objectives Affect Firm Valuation and Governance
Over the last 30 years, institutional investors have dramatically increased their stakes in U.S. companies. In the 1980s, they held approximately 20 percent to 30 percent of the average firm in the U.S. By 2010, they held over 65 percent. …
PwC Discusses Election’s Impact on Advisers’ Duty to Retirement Investors
We believe the recent election will have less impact on the Department of Labor’s (DOL) fiduciary duty rule than some in the media are currently speculating.[1] While some provisions may be modified by a new Administration, we believe the …
How Venture Capital Improves the Market Value of Firms that Go Public
It is well established that venture capitalists can improve the product market value — the quality of projects and employees — at the private firms they invest in, either by making the firms more efficient (Chemmanur, Krishnan, and Nandy (2011)) …
Scattered Information’s Value to Investors
The more an investor can learn about a financial security’s value, the better his trades and the higher his profits can be. But research is costly, and trading on one’s own information inevitably affects prices, which then reveal some of …
Prominent Investors Do Startups a Favor by Booting Their CEOs
The role that investors play in replacing chief executive officers of startup companies has been the subject of heated debate in the investing community, and it remains controversial whether investors in startups do better by replacing incumbent CEOs. Our recent …