Thank you Hal [Scott] for that kind introduction and for inviting me to speak today. I am honored to precede such an esteemed panel of practitioners and academics. As always, I must give my standard disclaimer that my remarks are
IPOs
How Disclosure and Information Intermediaries Strengthen the Credibility of Initial Coin Offerings
The crypto-tokens market has recently emerged as an alternative source of financing for entrepreneurial ventures, with approximately $27 billion raised globally through March 2022.[1] These ventures issue blockchain-based digital “crypto-tokens” to raise external capital through an initial coin offering …
The Breakdown of the Public–Private Divide in Securities Law
Securities law in the United States has traditionally been designed around a set of lines – the “public–private divide” – which separate public companies, public capital, and public markets from private companies, private capital, and private markets. Until the early …
Fintech SPACs Have Been Swimming Naked – and the Tide Is Going Out
Acorns Grow Inc., the financial technology and investing startup, said last week that it was abandoning its $2.2 billion merger with SPAC Pioneer Merger Corp., putting itself on the hook for a $17.5 million termination fee. Coming almost eight months …
How Does Better Access to Public Firm Disclosures Affect IPO Firm Financing?
Financial markets affect the economy in a fundamental way by facilitating the creation of capital. The market for initial public offerings (IPO) – also known as the “primary market” – is especially important because it allows fast-growing and innovative companies …
The SPACtacular Rise of the Special Purpose Acquisition Company: A Retail Investor’s Worst Nightmare
The special purpose acquisition company, or SPAC, is a company with no commercial or operating history that has listed on a stock exchange with the sole objective of raising financing to identify and acquire another company. SPACs developed after the …
Does Sustainable Investing Matter to the Market?
The value of an investment is no longer just about financial returns. A growing number of investors and other corporate stakeholders are calling for their money to go toward stocks or funds that are both profitable over the long term …
Ninth Circuit Gives Plaintiffs Some “Slack” on Tracing Shares
On September 20, 2021, the Ninth Circuit took aim at a foundational requirement in securities litigation that has long bedeviled plaintiff’s attorneys. In a 2-1 decision in Pirani v. Slack Technologies, the court imposed a strict liability standard under …
SPACs: The Roles of Reputation and Disclosure When Information Is Limited
Special purposes acquisition corporations (also known as SPACs or blank check companies) have received a lot of attention recently – and for good reason. SPACs accounted for more than half of U.S. IPOs in 2020, raising over $70 billion in …
Comparing Angels and Venture Capitalists as Investors in Entrepreneurial Firms
Angel investors (angels) and venture capital (VC) investors are both important sources of financing for entrepreneurial firms, but some critics, particularly VCs, often believe that angels are less able than VCs to perform due-diligence. However, an alternative view holds that …
Unicorniphobia
Once upon a time, a successful startup that reached a certain maturity would “go public” – selling securities to ordinary investors, perhaps listing on a national stock exchange, and taking on the privileges and obligations of a public company under …
ESG and the Pricing of IPOs: Does Sustainability Matter?
In recent years, investors and others in the financial community have devoted increasing attention to the role of sustainability in financial markets and the economy at large. Sustainability is now seen as an alternative form of risk management, a way …
Are Earnings Announcements More Useful than Other News for IPO Pricing?
We study the relative usefulness of earnings announcements for valuation from the perspective of information externalities: the use of industry peer information for valuation, particularly for IPO pricing. Externalities of accounting information are one of the primary justifications for disclosure …
Is the Quality of Law in the Eye of the Beholder?
Millions of dollars are spent every year by international financial institutions and development agencies to promote legal reforms in countries around the world. Indeed, since the late 1990s, legal reforms have become a key tool for trying to promote …
Are Companies More Likely to Go Public If Their Competitors Do?
The determinants of when and why private companies decide to go public through an initial public offering (IPO) is an important question with many policy implications. Anecdotally, one reason why firms decide to do an IPO is as a response …
SPAC vs. IPO: Is There a Difference in Executive Compensation?
An emerging company in need of capital to grow has an important decision to make: how and when to raise the necessary capital.
The traditional way of taking an emerging company public in an initial public offering, or IPO, is …
The Rise of Dual-Class Stock IPOs
Public securities markets have undergone dramatic changes in recent years. Not only has the number of publicly traded firms been declining, but the nature of the firms that choose to go public has also changed. While publicly traded firms in …
Taming Unicorns
Until the last decade, most startups that grew to become valuable businesses chose to go public. Late-stage startups with reported valuations over $1 billion used to be so rare that venture capitalist Aileen Lee called them “unicorns.” When she coined …
SPACs, IPOs, and Liability Risk Under the Securities Laws
Regulating SPACs — Before It’s Too Late
Although it has been used in the past, the resurgence of the Special Purpose Acquisition Company (SPAC) has been spectacular in the last two years. According to its promoters, a SPAC offers relatively easy access to a listing on a …
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