In his excellent article, For Whom is the Corporation Managed in 2020?: The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the debate over corporate purpose. This reply supports Professor Rock’s depiction of the current state of corporate law in the...

The Jumpstart Our Business Startups Act (JOBS Act), signed into law by President Obama on April 5, 2012, after passage by Congress with bipartisan support, was ostensibly designed to promote job creation by eliminating perceived securities regulatory impediments to capital formation by small...

This is a chapter for the forthcoming book in West Publishing Company's Inside the Minds Series focusing on Financial Services Enforcement and Compliance (published by Aspatore Books). This chapter provides an overview of nature and current state of the markets for the equity side and debt...

Rule l0b-5 of the 1934 Securities and Exchange Act allows investors to sue firms for misrepresentation or omission. Since firms are principal-agent contracts between owners, contract designers and privately informed managers, owners are the ultimate firms' voluntary disclosure strategists. We...

To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S....

We examine whether a shock to the enforceability of Regulation Fair Disclosure (Reg FD) limited its ability to restrict the flow of private information between managers and investors. Prior work provides evidence that Reg FD reduced managers' selective disclosure of material information...

We examine whether a shock to the enforceability of Regulation Fair Disclosure (Reg FD) limited its ability to restrict the flow of private information between managers and investors. Although prior work provides evidence that Reg FD reduced managers’ selective disclosure of material...

Societal expectations of companies are rapidly changing as companies are confronted with wide-ranging responsibilities that extend beyond maximizing near-term shareholder return. Those expectations encompass an expanding list of stakeholders – including the labor force, suppliers, communities,...

This study empirically evaluates the impact of the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Sarbanes Oxley Act of 2002 upon the (equity) risk of the largest US firms, the backbone of the US economy. Drawing from the literature, hypotheses are developed and empirically...