The SEC’s proposed climate disclosure rule has generated substantial controversy. Among the concerns raised by commentators is that the rule is unnecessary because investors can obtain sufficient climate-related disclosure through private ordering. We examine one mechanism for private ordering...

This chapter examines dual class common stock. Dual class stock has evolved from a vehicle used largely by insiders in family owned and media companies to retain control into a popular capital structure for founders and initial shareholders in technology start-ups. After briefly reviewing the...

Two developments are having an impact on corporate decisions. One is the increased engagement by institutional intermediaries, and a shift in the focus of that engagement from corporate governance to environmental and social issues. The other is a heightened societal awareness of diversity,...

As investor money flows into environmental, social and governance (ESG) mutual funds, regulators have raised growing concerns about greenwashing – specifically that a fund’s name will falsely suggest that the fund invests in companies that meet certain ESG standards. To address these...

A judicial determination of fair value in a private company can be a difficult and imprecise process. This difficulty coupled with variations in way mergers are negotiated and structured and the potential for conflicts of interest lend uncertainty to appraisal proceedings. As a result, corporate...

Scholars, practitioners and policymakers continue to debate what constitutes “good” corporate governance. Academic efforts to evaluate the effect of governance provisions such as dual class voting structures, staggered boards of directors and separating the positions of CEO and Chairman of...

Corporate governance is changing. For the past two decades, the focus of shareholder voting and engagement was deconstructing impediments to shareholder power and increasing managerial accountability. The goal of these interventions was to increase firm value by reducing agency costs....

The announcement by the Reserve Primary Fund, in September 2008, that it was “breaking the buck,” triggered a widespread withdrawal of assets from other money market funds and led the U.S. Government to adopt emergency measures to maintain the stability of the short term credit markets. In...

In this paper, we examine the effect of country-level political relationships on SEC oversight of US-listed foreign firms, ranging from routine review of issuer filings to enforcement actions. We find that the political relationship between a foreign firm’s home country and the US is an...

Most industrialized countries have increased access to abortion over the past 30 years. Economic theory predicts that abortion laws affect sexual behavior since they change the marginal cost of having risky sex. We use gonorrhea incidence as a metric of risky sexual behavior. Using a panel of 41...