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Full-Text Articles in Law
Pre-Disclosure Accumulations By Activist Investors: Evidence And Policy, Lucian A. Bebchuk, Alon Brav, Robert J. Jackson Jr., Wei Jiang
Pre-Disclosure Accumulations By Activist Investors: Evidence And Policy, Lucian A. Bebchuk, Alon Brav, Robert J. Jackson Jr., Wei Jiang
Ira M. Millstein Center for Global Markets and Corporate Ownership
The Securities and Exchange Commission (SEC) is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a five percent or greater stake in public companies. In this Article, we provide the first systematic empirical evidence on these disclosures and find that several of the petition's factual premises are not consistent with the evidence.
Our analysis is based on about 2,000 filings by activist hedge funds during the period of 1994-2007. We find that the data are inconsistent with the petition's …
A Private Ordering Solution To Blockholder Disclosure, Joshua Mitts
A Private Ordering Solution To Blockholder Disclosure, Joshua Mitts
Faculty Scholarship
The recent debate over reforming the Securities Exchange Act section 13(d) ten-day filing window demonstrates the importance of balancing the costs and benefits of delayed blockholder disclosure. While hedge fund activism may create shareholder value, short-termism is a very real problem for firms today. Rather than a rigid mandatory rule, the duration of the blockholder disclosure window should be set through a shareholder amendment to the corporate bylaws that empowers shareholders to set an optimal maximum length for each firm. To internalize the economic and moral costs to society of permitting trading on asymmetric information, the SEC should impose a …