The legal origins literature overlooks a key area of corporate governance - the governance of state-owned enterprises (“SOEs”). There are key theoretical differences between SOEs and publicly-traded corporations. In comparing the differences of both internal and external controls of SOEs,...

The allure of a narrative of business law continues to prove irresistible. It is even more so in a contemporary regulatory context in which the separation between politics and economics, law and governance, and political and economic actors becomes fuzzier. Within this dynamic context, spinning...

This Article shows that innovation is a process that has specific characteristics, that these characteristics give rise to an important corporate governance tradeoff, and that complying with the Sarbanes-Oxley Act (SOX) likely impacts this tradeoff to the detriment of innovation. Innovation is a...

When forming policy under conditions of extreme uncertainty, the optimal approach seems to be a process by which the policy decision is divided into multiple stages, or in other words, an experimental approach. The optimal legal vehicle for such policy experimentation is what I call...

We argue and demonstrate empirically that a firm’s institutional and legal context has first-order effects in tests that use state antitakeover laws for identification. A priori, the size and direction of a law’s effect on a firm’s takeover protection depends on (i) other state...

La Porta, Lopez-de-Silanes, Shleifer and Vishny's (LLSV) purported demonstration in Law and Finance (1998) of a correlation between the legal origins of a country and its stock market development and ownership dispersion, mediated through the protection of minority shareholders as against...

Much has been written about the current crisis in the global financial system, and many thoughtful analyses have examined the causes and consequences of that crisis. This paper joins those analyses that argue that the crisis reveals flaws in the theoretical underpinnings of capital market...

The debate over relaxed regulations for exempt offerings and its potential impact on capital formation and investor protection has been rekindled with the introduction of proposed legislation, H.R. 2799 - Expanding Access to Capital Act of 2023. This paper assesses the pros and cons of relaxed...

Over the last few decades, advances in transportation and production technology, in conjunction with economic globalization and the emergence of multinational corporations, have consolidated fragmented production processes into long and complex supply chains across jurisdictions. While there are...

This article explores the methodology of accessing, extracting, and analyzing the textual content within Regulation A Form 1-A Part II filings using Python. Reg A offerings provide companies with a flexible framework to raise capital through public offerings while adhering to relaxed filing...