Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 4 of 4
Full-Text Articles in Law
Mandatory Disclosure In Primary Markets, Andrew A. Schwartz
Mandatory Disclosure In Primary Markets, Andrew A. Schwartz
Publications
Mandatory disclosure—the idea that companies must be legally required to disclose certain, specified information to public investors—is the first principle of modern securities law. Despite the high costs it imposes, mandatory disclosure has been well defended by legal scholars on two theoretical grounds: ‘Agency costs’ and ‘information underproduction.’ While these two concepts are a good fit for secondary markets (where investors trade securities with one another), this Article shows that they are largely irrelevant in the context of primary markets (where companies offer securities directly to investors). The surprising result is that primary offerings—such as an IPO—may not require mandatory …
Royalty Securitization, Kristelia García
Corporate Legacy, Andrew A. Schwartz
Corporate Legacy, Andrew A. Schwartz
Publications
Many public companies have shed takeover defenses in recent years, on the theory that such defenses reduce share price. Yet new data presented here shows that practically all new public companies--those launching their initial public offering (IPO)--go public with powerful takeover defenses in place. This behavior is puzzling because the adoption of takeover defenses presumably lowers the price at which the pre-IPO shareholders can sell their own shares in and after the IPO. Why would founders and early investors engage in this seemingly counterproductive behavior? Building on prior attempts to solve this mystery, this Article claims that IPO firms adopt …
Updating Our Understanding Of The Role Of Lawyers: Lessons From Mastercard, Scott R. Peppet
Updating Our Understanding Of The Role Of Lawyers: Lessons From Mastercard, Scott R. Peppet
Publications
No abstract provided.