Corporate Finance Commons^™

Vice Capital, Andrew K. Jennings, Kimberly D. Krawiec

Faculty Articles

Academic and market interest in environmental, social, and governance (ESG) investing has grown markedly in recent years. Although less prominent, a substantial literature also explores whether “sin pays” in the public capital markets. This literature’s underlying theory is that social norms discourage the funding of businesses that promote vice. According to this theory, some investors—particularly institutions sensitive to social norms, such as pension funds and foundations—will shun vice investments. A consequence of this aversion is a “vice premium” for those investors who will invest in such companies. Largely unexplored, however, is what industries or business models qualify as “vice,” how …

The Federal Reserve’S Fight Against Covid-19: A Study Of The Corporate Bond Intervention, Noah Seilgson

Fordham Journal of Corporate & Financial Law

In response to the COVID-19 pandemic, the Federal Reserve (Fed) embarked on an unprecedented mission to stabilize the U.S. economy as businesses shut down. One emergency Fed facility, the Secondary Market Corporate Credit Facility (SMCCF), was used to purchase corporate bonds and corporate bond exchange-traded funds (ETFs) in the secondary market. This extraordinary measure, which injected liquidity into the corporate bond market, aimed to mitigate economic fallout for large companies. Purchasing corporate bonds marked a departure from previous Federal Reserve interventions, but the statutory authority was the same as had been used in past crises: Section 13(3) of the Federal …

Alternatives To Delaware? Evaluating Corporate Law In Nevada, Texas, And Wyoming, Joseph Landau, Bailey Swartz, Anthony Rickey, Robert Ragazzo, Benjamin Edwards, George A. Mocsary

Fordham Journal of Corporate & Financial Law

No abstract provided.

Algorithms In Finance: Balancing First Amendment Protections And Regulation, Yusraa Tadj

Fordham Journal of Corporate & Financial Law

As algorithms become a function of decision-making in the financial sector, policymakers, the judiciary, and academics grapple with regulatory questions. With the increased reliance on algorithms in finance, the Securities and Exchange Commission (SEC) proposed a rule to mitigate potential conflicts of interest that can arise out of financial firms using algorithms. Algorithm users, including financial firms, are finding novel ways to protect algorithm use, such as by offering them First Amendment protections.

This Note considers to what extent algorithms can be considered protected speech amidst the complexity of algorithms and relationship within the financial sector. The Note argues that …

In Re Firstenergy Corp. Securities Litigation: Where Macquarie Meets Affiliated Ute, Elizabeth Cosenza, Amanda M. Payne

Fordham Journal of Corporate & Financial Law

The central question this Article seeks to address is whether there is any world in which the Affiliated Ute presumption can still apply to cases under Rule 10b-5(b) after the Supreme Court’s decision in Macquarie? Put differently, if only half-truths and affirmative misrepresentations remain actionable under Rule 10b-5(b), is the Basic presumption the only pathway left for securities plaintiffs? The U.S. Court of Appeals for the Sixth Circuit will likely be the first court to address this issue in In re FirstEnergy Corp. Securities Litigation. The case will test the availability of the Affiliated Ute presumption post-Macquarie in cases based …

Cryptocurrencies, Nfts, And The Expanding Definition Of "Investment Contract": Has The Sec Already Torpedoed The Howey Test?, David B. Guenther

Fordham Journal of Corporate & Financial Law

The U.S. Supreme Court in SEC v. W.J. Howey Co. in 1946 famously defined the term “investment contract”—the catch-all term in the definition of “security” in the Securities Act of 1933—to mean (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits solely from the efforts of others. While the Howey test has endured as the standard definition of an investment contract, the Howey Court did not define the term “common enterprise,” and for more than fifty years, Howey’s common enterprise prong has eroded. Since 2017, the Securities and Exchange Commission has further eroded …

Forecasting Equity Betas Using Option-Implied Moments, Ivan Kolesnikov

CMC Senior Theses

Traditional beta estimates are constructed from historical stock‑and‑market returns and therefore adjust only as fast as realized data accrue. This thesis investigates whether the forward‑looking information embedded in equity‑option prices can enhance beta forecasts. Using near‑end‑of‑day quotes for 236 S&P 500 firms between 2007 and 2024, I extract risk‑neutral variance and skewness, construct five alternative beta estimators (historical, option‑implied, and three hybrids), and evaluate them against realized betas over six‑, twelve‑, and twenty‑four‑month windows. Rolling‑OLS beta remains the most accurate benchmark at short horizons, yet option‑implied moments add economically and statistically significant value when systematic exposure is expected to change …

Sustainability Gaps: The Role Of Esg Disparities In M&A Performance During The Covid-19 Era, Anastasia Nikolaeva

CMC Senior Theses

My thesis investigates the impact of environmental, social, and governance (ESG) score disparities between acquirer and target companies on cumulative abnormal returns (CAR) in mergers and acquisitions (M&A) from 2018 to 2022, particularly in light of the COVID-19 pandemic. Using Bloomberg and Refinitiv Eikon datasets, I explore whether the ESG delta between merging firms influences financial outcomes, hypothesizing that higher ESG alignment enhances CAR (cumulative abnormal return). My preliminary findings indicate that larger ESG disparities positively affect acquirer CAR but may reduce target CAR, suggesting that ESG alignment benefits vary by stakeholder and merger dynamics. These results highlight the evolving …

Scienter Potentia Est: The Case For The Presumption Of Use Standard In Insider Trading, Audrey Nelson

Fordham Journal of Corporate & Financial Law

Is it possible to accidentally insider trade? The Supreme Court has held that scienter is a necessary element of all § 10(b) and Rule 10b-5 actions, but the federal appeals courts are split on how the scienter requirement applies to insider trading cases. In a non-insider- trading § 10(b) case, the Supreme Court stated that § 10(b) scienter requires intentional misconduct. Although the Supreme Court has not heard a case specifically about the scienter element in the context of insider trading, those who support a use requirement claim that the § 10(b) scienter element requires the plaintiff to show that …

Amending Regulation D'S Accredited-Investor Definition To Allow Natural Persons To Opt Out Of Unwanted Regulatory Protections, John L. Orcutt

Fordham Journal of Corporate & Financial Law

No abstract provided.

Navigating New Capital Sources: Financing Constraints And The Growth Of Private Credit, David George Mathias Jr.

CMC Senior Theses

The rapid growth of private credit—non-bank lending where firms receive funds directly from private lenders like asset managers, private equity firms, and institutional investors—has reshaped corporate financing dynamics. This paper examines how private credit influences firm financing constraints and macroeconomic risk through the use of a dataset consisting of private credit deals, firm-level financial metrics, and macroeconomic indicators from 1995 to 2023. Regression analysis reveals that private credit has an insignificant effect on financing constraints as it generally acts as a substitute for traditional financing and a counterforce to tightening bank policies. However, a significant relationship emerges between private credit …

Unlocking Value Or Signaling Trouble? Exploring The Determinants Of Immediate Market Reactions To Underwater Employee Option Exchanges, Riley Lai

CMC Senior Theses

Whether employee option exchanges are an effective process to ensure a firm’s future outlook is vital for companies to consider. Evaluating the impact of these exchanges on firm value and shareholder wealth can provide insights for companies to align employee incentives with shareholder interests. This paper seeks to determine a definitive correlation between employee option exchange announcements and positive or negative abnormal returns over the announcement window. The focus is on the regulatory environment post-Section 409A, a provision in the Internal Revenue Code that prohibits the issuance of in-the-money employee stock options. This paper fills a significant gap in the …

Entire Volume Journal Of Banking And Financial Economics 2025, 2(24)

Journal of Banking and Financial Economics

Entire Volume Journal of Banking and Financial Economics 2025, 2(24)

Predicting Crises On The African Frontier Stock Markets With Investor Sentiment Indicators: A Machine Learning Approach, David Korsah, Lord Mensah

Journal of International Technology and Information Management

This study examined the predictive ability of machine learning algorithms in identifying crises within African stock markets. The study employed seven distinct machine-learning models, analyzing historical stock prices from eight stock markets, three major sentiment indicators, and the exchange rates of local currencies against the US dollar, with each data spanning from May 1, 2007, to April 1, 2023. Extreme Gradient Boosting (XGBoost) emerged as the most effective algorithm for predicting crises. Historical stock prices and exchange rates were identified as the most critical features for prediction. On the sentiment side, investors’ perceptions of potential volatility on the S&P 500, …

Corruption Perception, Institutional Quality And Stock Prices: Evidence From The Egyptian Capital Market, Rasha Elbolok, Gina Eltabei, Dina Hassouna

Business Administration

This study examines the impact of institutional quality and corruption perception on stock prices in the Egyptian capital market, with a focus on the post-revolution period from to . Using the Generalized Method of Moments (GMM) methodology, this study provides empirical evidence on the significant role of macro-political factors and firm-specific variables in shaping stock market dynamics. The findings reveal that institutional quality, characterized by governance efficiency, regulatory frameworks, and the rule of law, positively correlates with stock prices. Similarly, enhanced corruption perception control significantly boosts investor confidence, leading to increased market valuations. Firm-level factors such as Tobin’s Q and …

The Dark Tetrad And The Intention To Invest In Cryptocurrency, Amy Bauer-Sinicin

Graduate Theses, Dissertations, and Problem Reports (ETD)

The Dark Tetrad comprises four distinct negative personality traits with some overlapping qualities: narcissism, Machiavellianism, psychopathy, and sadism. Characterized as being risky and speculative, cryptocurrencies are not backed by government banks like fiat currencies, nor do they offer the same privacy when engaging in transactions.

Narcissists may view cryptocurrency investment as an opportunity to showcase their financial acumen, reinforcing their self-image. Machiavellians see the decentralized, loosely regulated market as ideal for exploiting opportunities through strategic manipulation. Psychopaths, drawn by the market’s volatility, may engage in exploitative schemes for personal gain. Sadists may find satisfaction in the power and control they …

Creditors, Shareholders, And Losers In Between: A Failed Regulatory Experiment, Albert H. Choi, Jeffery Zhang

Articles

In the aftermath of the 2007–08 Global Financial Crisis, regulators encouraged many of the world’s largest banks to hold a new type of regulatory instrument with the goal of improving their safety and soundness. The regulatory instrument was known as a “CoCo,” short for contingent convertible bond. CoCos are neither debt nor equity. They are something in between, designed to give the bank a shot in the arm during times of stress. Many of the largest international banks have issued CoCos worth hundreds of billions of dollars. After more than ten years—a decade that includes the collapse of Credit Suisse …

Cross Country Analysis Of Leveraged Loan Issuance: A Comparative Case Study, Cristina D. Vasquez Boero

Honors Program Theses

This paper aims to examine the dynamics of the global leveraged loan market through a cross-country analysis of 32,635 loan issuances spanning 133 industries across 29 countries between 2005 and 2024. The study analyzes key loan-level variables; including commitment size, maturity time, facility type, pledge status, priority lien, economic sector, use of proceeds, issue year, and amortization schedule to identify cross-country variation in loan issuance patterns and borrower characteristics, comparing a selected sample of international countries with the United States. The results reveal that the market for leveraged loans has grown significantly over time, specifically due to a higher frequency …

The Credit Markets Go Dark, Jared A. Ellias, Elisabeth De Fontenay

Faculty Scholarship

Over the past generation, conflicting trends have reshaped the ownership of corporate equity on the one hand and corporate debt on the other. In equity, the two great trends have been the shift from public markets to private ownership and the consolidation of American companies’ stock in the hands of powerful investment funds. In debt, by contrast, the great trends have been a shift from private loans to quasi-public markets and dispersed ownership.

In this Article, we chronicle the recent and dramatic reversal of these trends in the debt markets. Private investment funds executing a “private credit” strategy have become …

Harvest Gold Distillery, Alexis Mackey, Alexander Grecco, Cole Smith, Maggie Patterson, Blake Benko

Williams Honors College, Honors Research Projects

The goal of our research project is to establish and grow Harvest Gold Distillery: a corn-based liquor distillery in Ohio that aims to produce and sell high-quality spirits while offering unique services that enhance outreach in the community. The motivation behind this business venture is rooted in one of our team member’s family traditions; Alex’s family makes homemade liquors, which has fostered an in-depth understanding of the distillation process. Alex’s firsthand experience with the craft provides a solid foundation, yet we recognize that starting a distillery involves significant challenges and requires thorough research in several functions of business. This project …