The history of regulation in America is as old as the republic itself. Since colonial times, Americans have struggled with the conflict between the desire for individual freedom and economic growth, and the need for rules and structure in a civil society. The evolution of the United States from...

Countries pursuing economic development confront a fundamental obstacle. Reforms that increase the size of the overall pie are blocked by powerful interests that are threatened by the growth-inducing changes. This problem is conspicuous in efforts to create effective capital markets to support...

The concept of regulatory systemic risk – a long-term imbalance, resulting from the misalignment between regulatory initiatives and market realities, that impacts multiple areas of the regulatory framework – is developed in the context of US securities regulation. The discussion offers two...

This Comment evaluates four recent proposals to reform tax laws affecting the financial industry. After introducing the proposals, the author provides a theoretical framework for evaluating them and then relies on this framework to explore the benefits and drawbacks of each. Ultimately, the...

This paper explores the relationship between disclosure in securities markets and the firm's need for confidentiality. Transparency plays a crucial role for both investor protection and the proper functioning of the stock market. Confidentiality protects the value of information which has been...

Corporate off-balance sheet transactions that used special-purpose entities (“SPEs”) facilitated the expansion of structured finance during the years leading up to the Great Recession. Specifically, SPEs conferred bankruptcy remote, liquidity, leverage and interest rate risk benefits on...

We examine the political dynamics which led to the codification of the Principles and Standards for sound compensation practices at financial institutions at international (G 20) level and to their subsequent implementation on both sides of the Atlantic. We show that the regulation of bankers'...

We study the governance choices of firms in a voluntary regulatory regime where we can directly observe the impact of ownership on corporate governance practices pertaining to the composition of the board of directors. We find that firms with a dominant shareholder are more likely to deviate...

I examine whether the Securities and Exchange Commission (SEC) in the US is a learning organization (i.e., one that is capable of learning and adaptation to the dynamic nature of the securities markets – the subject of the SEC's regulatory oversight). Using the treatment of public corporate...

We study right offerings around the world, using a sample of 8,238 rights offers announced during 1995-2008 in 69 countries. Although shareholders prefer having the option to trade rights, issuers deliberately restrict tradability in 38% of the offerings. We argue that firms restrict rights...