Finance and Financial Management Commons^™

Proxy Access And Optimal Standardization In Corporate Governance: An Empirical Analysis, Reilly S. Steel

Fordham Journal of Corporate & Financial Law

According to the conventional wisdom, “one size does not fit all” in corporate governance. Firms are heterogeneous with respect to their governance needs, implying that the optimal corporate governance structure must also vary from firm to firm. This one-size-does-not-fit-all axiom has featured prominently in arguments against numerous corporate law regulatory initiatives, including the SEC’s failed Rule 14a-11—an attempt to impose mandatory, uniform “proxy access” on all public companies—which the D.C. Circuit struck down for inadequate cost–benefit analysis.

This Article presents an alternative theory as to the role of standardization in corporate governance—in which investors prefer standardized terms—and empirical …

Regulatory Arbitrage And Hedge Fund Regulation: The Need For A Transnational Response, Hossein Nabilou

Fordham Journal of Corporate & Financial Law

Regulatory arbitrage is an indispensable element of regulatory competition as it provides regulatory substitutes for firms, and allows those firms to optimally benefit from such competition. This also increases the elasticity of demand for regulators and engenders accountability among them. Hedge funds, as paragons of exploiting regulatory discrepancies, are heavily criticized for thwarting efforts to address systemic risk. This Article investigates the arbitrage-seeking behavior of hedge funds in a globally-fragmented financial regulatory framework.

Despite its benefits, regulatory arbitrage involves certain costs. Although market discipline can constrain these negative externalities, due to certain idiosyncratic features of the hedge fund industry, such …

Quasi-Appraisal: Appraising Breach Of Duty Of Disclosure Claims Following "Cash-Out" Mergers In Delaware, Zachary A. Paiva

Fordham Journal of Corporate & Financial Law

In recent years, Delaware has served as the hot bed for the dramatic increase in merger appraisal litigation and the proliferation of “appraisal arbitrage” whereby opportunistic shareholders buy into companies following merger announcements and challenge announced deal prices as an investment strategy. While this has not always proved profitable, it has increased scrutiny over the Delaware appraisal regime and the ability for shareholders to avail themselves of the opportunity for a judicial valuation of their shares. Furthermore, it has highlighted information asymmetries in which controlling shareholders, particularly those seeking to cash out their minority shareholders, are incentivized to underpay or …

Off The Chain! A Guide To Blockchain Derivatives Markets And The Implications On Systemic Risk, Ryan Surujnath

Fordham Journal of Corporate & Financial Law

Blockchains are publicly viewable and theoretically unalterable records of bitcoin transactions. They are thus crucial to the functionality of cryptocurrencies. Through the blockchain, bitcoin algorithmically decentralizes the maintenance of the transaction ledger and delegates the task to users on its network.

Blockchain technology shows promise beyond cryptocurrency: banking and financial institutions have established partnerships with fintech firms to explore the applicability of blockchains in capital markets. Blockchains, used in conjunction with self-executing smartcontracts, present particularly compelling opportunities in derivatives markets, which are typically beset by numerous intermediaries. The blockchain could radically reinvent the existing market infrastructure. Certain intermediaries like central …

If You Only Knew The Power Of The Dark Side: An Analysis Of The One-Sided Long Position Hedge Fund Public Disclosure Regime And A Call For Short Position Inclusion, Christian Bonser

Fordham Journal of Corporate & Financial Law

Disclosure rules in the United States capital markets were designed to promote fairness among all participants by providing a transparent system for equal access to information. The interpretation of information is the foundation of all prudent investment decisions; thus, an efficient capital market depends on the proper disclosure of information. Hedge funds heavily influence and play an integral role in the proper functioning of capital markets. For the markets’ benefit, hedge funds must publicly disclose their investing activity, which consists of long positions, like buying stock to sell later, and short positions, like short selling.

However, while hedge funds are …