With globalized finance and trade, it has become common for multinational corporations to tap US debt capital market for finance. Despite US law governing the debt, the issuer’s place of incorporation would typically remain in other jurisdictions, such as some offshore “letterbox” jurisdictions (the Cayman Islands, BVI, Bermuda, etc.). The cross-border nature of this structure… Read More »
Climate change poses one of the most pressing risks to our society and the global economy, with profound and wide-ranging consequences. Research has shown that rising temperatures and tropical cyclones reduce the global economic growth rate by approximately 0.25 and 1.3 percentage points per year (Burke, Hsiang, and Miguel, 2015; Carleton and Hsiang, 2016). Despite… Read More »
In the last few years, there has been an increase in the proportion of socially and environmentally responsible shareholders. These shareholders are not solely concerned with the profits generated by a firm. Instead, they also care about its social and environmental impact. Some empirical studies have already established that this has implications for firms’ stock… Read More »
The Securities and Exchange Commission (SEC) is the primary securities regulator for U.S. public companies, so its oversight effectiveness is critical for well-functioning capital markets. However, the regulator’s Division of Enforcement, which handles the investigation and prosecution of possible securities violations, has frequently been criticized and characterized as ineffective by the media, congressional members, and… Read More »
Special Purpose Acquisition Companies (SPACs) have gained significant popularity in the international business community and financial markets. Operating at the intersection of securities regulation and corporate law, SPACs are empty shell entities that raise capital through an initial public offering (IPO) to acquire a target business later. The primary goal of SPACs is to scout… Read More »
In today’s rapidly changing business landscape, new technologies have become essential. The digital revolution, built on data-driven innovations, has permanently shifted how businesses collect, analyze, and utilize information. This transformation comes with significant challenges. As companies navigate the digital landscape, they must address cybersecurity, privacy, and ethical considerations alongside legal requirements. In our recent paper,… Read More »
In Woke Capital Revisited, a symposium piece connected with the 2022 Berle Conference, I argue that an expanded definition of corporate purpose and the social expectation of how public companies should act have created an environment where corporations now play an increasingly prominent role in diversifying leadership. However, the scope of how widely inclusive corporate… Read More »
The following letter was submitted to the House Financial Services Committee for inclusion in the record of a June 13, 2023, hearing titled: “The Future of Digital Assets: Providing Clarity for the Digital Asset Ecosystem.” The hearing was held to discuss a recently introduced bill that would provide a statutory framework for digital asset regulation.… Read More »
Using accounting discretion to smooth earnings is believed to be pervasive. For example, in an influential survey of CFOs, 96.9% of respondents indicate a preference for reporting smooth earnings. The underlying motives and desirability of this phenomenon, however, remain up for debate. Under one interpretation, managers smooth earnings to mask poor decision making or rent… Read More »
Several decades ago, the idea of corporate social responsibility (“CSR”) was not entirely acceptedby most corporations or legal scholars. Most scholars today, and many corporations, understand that corporations owe special commitments to their stakeholders in addition to their traditional function of maximizing profits for the benefit of their shareholders. It is also accepted that corporations’… Read More »
