Articles

Certification Drag: The Opinion Puzzle and Other Transactional Curiosities

I. Certification Revisited. A. Theory. B. Evidence. II. Identifying the Opinion Puzzle. A. Content. B. Costs. C. Value. 1. "Obvious" Limiting Factors. 2. Legal Exposure. 3. Reputational Exposure. D. Evaluation: The Puzzle Emerges. III. Solving the Opinion Puzzle. A. Demand-Side Incentives. B. Supply-Side Incentives. IV. Fixing the Opinion Puzzle. A. Law Firms. B. Collective Organizations. C. Insurance. D. Obstacles to Self-Correction. V. Some More Puzzles: Applications and Extensions. A. Cred...

Competition in the Mutual Fund Industry: Evidence and Implications for Policy

Since 1960, the mutual fund industry has grown from 160 funds and $18 billion in assets under management to over 8000 funds with $10.4 trillion in assets. Yet critics- including Yale Chief Investment Officer David Swensen, Vanguard founder Jack Bogle, and New York Governor Eliot Spitzer-call for more fund regulation, claiming that competition has not protected investors from excessive fees. Starting in 2003, the number of class action suits against fund advisers increased sharply, and, consis...

The Investor Compensation Fund

The prevailing view among securities regulation scholars is that compensating victims of secondary market securities fraud is inefficient. As the theory goes, diversified investors are as likely to be on the gaining side of a transaction tainted by fraud as the losing side. Therefore, such investors should have no expected net losses from fraud because their expected losses will be matched by expected gains. This Article argues that this view is flawed; even diversified investors can suffer s...

Note

Show Us Your Money: Halting the Use of Trade Organizations as Covert Conduits for Corporate Campaign Contributions

I. Introduction. II. History of Corporate Political Contributions: Corporations Always Have and Always Will Influence Politics. A. Turn of the Century: Ban on Corporate Contributions. B. The First Substantial Regulation: The Federal Election Campaign Acts of the 1970s. C. Buckley v. Valeo: The Case that Determined the Course of Campaign Finance. 1. The Level of Scrutiny for Limiting Political Speech. 2. "Magic Words". 3. Soft Money Loophole. D. 2002 Bipartisan Campaign Reform Act and the Judi...

Forum

Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance

I. Forces Buffeting American Public Corporations. A. Forced Capitalism. B. Shrinking Equity Returns and the Mountains of Money in the Markets. C. The Corporate Governance Industry. D. Academic and Journalistic Laziness. E. "Professional" Independent Directors. F. The Globalization of Capital and Product Markets Without the Globalization of Externality Regulation. G. Despite High Wages, CEOs Are Not Enjoying Their Jobs. II. Common Ground for Management and Labor?. A. Settling the Continued Tak...

The Shared Interests of Managers and Labor in Corporate Governance: A Comment on Strine

In his essay, Toward Common Sense and Common Ground?, Delaware Chancery Court Vice Chancellor Leo Strine seeks to identify common concerns of corporate management, labor, and shareholders. In so doing, Vice Chancellor Strine endorses a vision of the corporation as "a social institution that, albeit having the ultimate goal of producing profits for stockholders, also durably serves and exemplifies other societal values." Accordingly, he directs our attention to the prospects of creating "a cor...

Reflections on Toward Common Sense and Common Ground?

I. The Rise of the Institutional Investor. II. Investors vs. Speculators. III. Holding Institutional Investors to a Higher Standard. IV. Vice Chancellor Strine's Common Ground and Smith's Invisible Hand.

Commentary on Leo Strine's Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance

1. Proxy Access. 2. Broker Voting. 3. Share Lending and Empty Voting. 4. Shareholder Advisory Vote on Compensation.

Leo Strine's Third Way: Responding to Agency Capitalism

I. She Special Interests of Workers and The Distinction Between Long-Term and Short-Term Management. II. Agency Capitalism. III. Is There a Long Run?.

An Older Balder Critique of Toward Common Sense and Common Ground?

The Inconvenient Truth About Corporate Governance: Some Thoughts On Vice-Chancellor Strine's Essay

I. The For-Profit Corporate Governance Industry. II. Professor Bebchuck and the Academics.

Reflections on a Visit to Leo Strines Peaceable Kingdom

I. The Struggle For Corporate Control in Recent Years. II. Vice Chancellor Strine's Recommendations. III. Is Vice Chancellor Strine's Peaceable Kingdom Attainable?. IV. Modest Change is Already in the Air. V. Where do Institutional Investors Fit?. VI. Is There Really a Labor-Management Connection?. VII. Conclusion.

Commentary on Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance by Leo E. Strine Jr.