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 »
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 »
Securities law has long regulated speech with little (if any) First Amendment controversy. Yet the contemporary antiregulatory turn in the Supreme Court’s Free Speech Clause doctrine has inspired increasingly successful efforts to resist regulation in various settings—settings that now include securities law. Among other things, the Court now scrutinizes the government’s compelled informational disclosures with… Read More »
What is a fair price for an insurance policy? Standard actuarial thinking suggests that a fair price is the one that most closely reflects the risk (expected costs) of that policy. This type of actuarial fairness ensures that, within an insurance portfolio, the premiums collected from homogenous groups of policyholders will, on average, match the… Read More »
Decentralized Finance (DeFi) represents a growing set of financial services that attempt to replicate key functions of the conventional financial system in an open and decentralized way using blockchain technology. This emerging form of capital markets has become economically meaningful; the Federal Reserve estimated the total value of digital contracts locked in DeFi applications exceeded… Read More »
Markets built on public, permissionless blockchains like Ethereum are radically transparent. While pending transactions in traditional finance are considered private information, viewable only by brokers or corporate insiders, transactions submitted to Ethereum’s public mempool—where they wait to be included on the blockchain—are publicly known. This creates profit opportunities and trading strategies that are rarely, if… Read More »
There is an urgent need to mobilize global capital for climate action, particularly in emerging markets. Songwe, Stern, and Bhattacharya (2022) estimate that developing countries, excluding China, will need to spend approximately $1 trillion per year by 2025 and around $2.4 trillion per year by 2030 on sustainability and transition-related investments. To meet China’s carbon… Read More »
