This article analyzes the manifold situations in which the efficient-market hypothesis (EMH) has influenced — or has failed to influence — federal securities regulation and state corporate law, and the prospective roles for the EMH in these contexts. In federal securities regulation, the EMH...

Post-crisis European reforms have focused on 'micro' measures, like shoring up financial institutions, ensuring their solvency and sound supervision, and the resolution to deal with them in a crisis. However, bold 'macro' measures to deal with problems that cut across the whole financial sector...

The financial crisis of 2007-09 was interpreted by many as evidence that the incentives of managers were not optimally aligned with the interests of shareholders. As a result, a plethora of proposals have been put forward seeking to increase shareholder engagement. However, this shareholder...

After a crisis, broad and sweeping reforms are enacted to restore trust. Following the 2007-2008 Great Financial Crisis, the European Union has engaged in an ambitious overhaul of banking regulation. One of its centerpieces, the 2013 Fourth Capital Requirements Directive (CRD IV), tackles,...

This study is aiming to present (and to a certain extent analyse) the provisions of Articles 24-30 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 “on markets in financial instruments (…)” (‘MiFID II') – including the relevant provisions of the...

The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the Shareholder Value norm, which has guided corporate governance reform for a generation, proves to be a faulty guide for managerial action in systemically...

This Article provides the first sustained account of advice-giving as a fiduciary activity, and it demonstrates that the dominant approach to defining fiduciary relationships is flawed. Leading academic commentators assert that fiduciary relationships only arise when one party has discretion...

“Decoupling” - the unbundling of the rights and obligations of equity and debt through derivatives and other means - has posed unique challenges for corporate and debt governance. Corporate governance mechanisms, including those related to shareholder voting and blockholder disclosure in...

The effectiveness of shareholder voting as a governance mechanism depends in large part on the voting behavior of institutional investors, many of whom receive recommendations on how to vote from proxy advisors such as ISS. Company managers and policymakers are increasingly concerned that...

Has the antitrust arsenal run out of novel theories or weapons? Think again. Recent scholarship has come to challenge conventional wisdom with the latest target of antitrust imagination being institutional investors, including diversified index funds. New economic research suggests that common...