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...

Despite the lack of a dominant explanation for the level of risk assumed by investors in asset-backed securities in the period preceding the financial crisis, the U.S. Congress proposed and passed new disclosure prescriptions addressing various aspects of the secondary mortgage market as part of...

In the Supreme Court of the United States' decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., the Court recognized that lawyers participating in a securities offering may be primarily liable under Section 10(b) of the Securities Exchange Act of 1934 and under one...

Amid an economic downturn caused in part by financial deregulation, it is odd to most people outside the Beltway that Congress should be actively considering (and indeed have passed in the House) a raft of proposal for more financial deregulation. Yet the politics for both parties require...

The federalization of U.S. corporate governance has been a topic of conversation among policymakers from the very beginning of the federal securities laws in the New Deal era. Among the early proponents of a federalized system of corporate governance oversight was William O. Douglas—perhaps...

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 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...

At a time of such great turbulence, looking to the future directions of capital markets and their regulation in developed economies is a particularly risky business. We are in the midst of a great sea change.Nevertheless, there are several current, and readily observable, phenomena which are...

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...