This is a summary, practitioner-oriented article which summarizes our research on debt and hybrid decoupling. Equity decoupling refers to the unbundling of the rights and obligations normally associated with shares. Debt decoupling refers to the unbundling of the economic and governance rights...

Most U.S. public companies have a single class of voting common shares: voting power is proportional to economic ownership. Linking votes to shares is often thought to be desirable, because, as residual claimants, shareholders have an incentive to exercise voting power well. The linkage also...

This article analyzes and critiques the federal securities laws' reliance on disclosure as the primary method of protecting investors and regulating the securities markets. Since the inception of the federal securities law seventy years ago, the policy has always been that, as long as...

Using a broad socio-economic conception of capital markets agency relationships, this study analyzes an immportant economic transition in US economic history. It focuses on the institutional and informational changes that attended the reform of corporare governance and regulation in the railroad...

Outsiders often have and seek to trade on a firm's material, nonpublic information. For example, lawyers have traded on advance information about the filing of a lawsuit, a social activist has announced a plan to trade on advance information of a boycott, and a hedge fund operator has engaged in...

This study investigates the market response to the requirement that the principal executive and financial officer of an SEC registrant each state under oath that the firm's annual and quarterly financial reports are materially accurate and complete pursuant to the Securities Exchange Act of...

Keynote Address to the European Financial Management Association, London, June 2002This paper received the European Financial Management Readers' Choice Best Paper Award for 2004My intention today is to provide a way to understand some of what's currently happening in the world of finance and...

We study non-officer directors' influence on the accounting conservatism of U.S. public firms. Between 1986 and 2002, all 50 U.S. states enacted laws that limited non-officer directors' litigation risk without changing officer directors' litigation risk. We find that conditional conservatism...

Shareholder activism has been overlooked in Hong Kong (HK) — Asia's global financial centre and the gateway for investors to access the China Mainland markets. The HK Disclosure of Interests regime provides insufficient information on activist investments to the public, as compared to The...