The Securities and Exchange Commission (SEC) is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a five percent or greater stake in...

The Securities and Exchange Commission is currently considering a rulemaking petition that advocates tightening the rules under the Williams Act, which regulates the disclosure of large blocks of stock in public companies. In this Article, we explain why the Commission should not view the...

This paper presents evidence of the extent to which omitting the value of pension benefits has undermined the accuracy of existing estimates of executive pay, its variability, and its sensitivity to performance.We study the pension arrangements of CEOs of Samp;P 500 companies that (1) are now...

We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape.The Williams Act established a federal regime regulating unsolicited tender...

Because public firms are not required to disclose the monetary value of pension plans in their executive pay disclosures, financial economists have generally analyzed executive pay using figures that do not include the value of such pension plans. This paper presents evidence that omitting the...

The regulatory framework for financial advisors is fragmented, with multiple state and federal regulators. Although prior empirical literature on financial advisors has largely focused on individuals regulated as brokers under FINRA’s primary authority, we define financial advisors by function...

We empirically examine whether and how the doctrine of enhanced judicial scrutiny that emerged from Revlon and its progeny actually affects M&A transactions. Combining hand-coding and machine learning techniques, we assemble data from the proxy statements of publicly announced mergers over a...

This Article proposes a new method of reducing the costs administrative agencies incur in monitoring regulatory compliance by a firm that operates multiple sources of risk, such as air-polluting smokestacks. The expense of individually monitoring such sources directly may consume a large share...