Mandatory disclosure is a defining characteristic of U.S. securities regulation. Issuers selling securities in a public offering must file a registration statement with the SEC containing detailed disclosures, and thereafter comply with the periodic disclosure regime. This regime has been highly...

Under German law, the subscribed capital of a company can either be paid up in cash or in kind. Contributions in kind are subject to special rules because they pose the danger of an overvaluation of assets which is detrimental to both the other members of the company and to its creditors. Thus,...

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler /...

We expect competitors to act as each other's foes. Yet some companies own equity stakes in their competitors. The Article explores this phenomenon of companies owning about 5-15% of the competition and conjectures a few explanations for this investment strategy. The focus of the Article is on...

This article examines shareholder class actions and offers a proposal for reforming this area of litigation. After describing the nature and dynamics of these lawsuits (see Part II), the article in Part III outlines the criticisms of shareholder class actions. These criticisms take two basic...

Corruption has been identified as a significant issue in telecommunications, seen in bribery and nepotism over many years, raising questions as to whether there are comparable problems with the Internet. Complex systems of Internet governance have excluded the issue, failing to put in place any...

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...

This paper assesses the ability of the Sarbanes-Oxley Act, the revised Organizational Sentencing Guidelines, and other changes affecting the governance of corporations, to reduce the incidence of fraud and to increase the reporting of financial misconduct. In Part I, I look specifically at the...

The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

According to the conventional wisdom, “one size does not fit all” in corporate governance. Firms are heterogeneous with respect to their governance needs, implying that the optimal corporate governance structure must also vary from firm to firm. This one-size-does-not-fit-all axiom has...