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Treatment Differences And Political Realities In The Gaap-Ifrs Debate, William W. Bratton, Lawrence A. Cunningham Jan 2009

Treatment Differences And Political Realities In The Gaap-Ifrs Debate, William W. Bratton, Lawrence A. Cunningham

All Faculty Scholarship

No abstract provided.


Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter Jan 2008

Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter

All Faculty Scholarship

No abstract provided.


Fiduciary Duties And The Analyst Scandals, Jill E. Fisch Jan 2007

Fiduciary Duties And The Analyst Scandals, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch Jan 2007

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


Does Analyst Independence Sell Investors Short?, Jill E. Fisch Jan 2007

Does Analyst Independence Sell Investors Short?, Jill E. Fisch

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Regulators responded to the analyst scandals of the late 1990s by imposing extensive new rules on the research industry. These rules include a requirement forcing financial firms to separate investment banking operations from research. Regulators argued, with questionable empirical support, that the reforms were necessary to eliminate analyst conflicts of interest and ensure the integrity of sell-side research.

By eliminating investment banking revenues as a source for funding research, the reforms have had substantial effects. Research coverage of small issuers has been dramatically reduced—the vast majority of small capitalization firms now have no coverage at all. The market for research …


Measuring Efficiency In Corporate Law: The Role Of Shareholder Primacy, Jill E. Fisch Apr 2006

Measuring Efficiency In Corporate Law: The Role Of Shareholder Primacy, Jill E. Fisch

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The shareholder primacy norm defines the objective of the corporation as maximization of shareholder wealth. Law and economics scholars have incorporated the shareholder primacy norm into their empirical analyses of regulatory efficiency. An increasingly influential body of scholarship uses empirical methodology to evaluate legal rules that allocate power within the corporation. By embracing the shareholder primacy norm, empirical scholars offer normative assessments about regulatory choices based on the effect of legal rules on measures of shareholder value such as stock price, net profits, and Tobin’s Q.

This Article challenges the foundations of using the shareholder primacy norm to judge corporate …


Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard Jan 2005

Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard

All Faculty Scholarship

When Congress enacted the Private Securities Litigation Reform Act in 1995 (“PSLRA”), the Act’s “lead plaintiff” provision was the centerpiece of its efforts to increase investor control over securities fraud class actions. The lead plaintiff provision alters the balance of power between investors and class counsel by creating a presumption that the investor with the largest financial stake in the case will serve as lead plaintiff. The lead plaintiff then chooses class counsel and, at least in theory, negotiates the terms of counsel’s compensation.

Congress’s stated purpose in enacting the lead plaintiff provision was to encourage institutional investors—pension funds, mutual …


The New Dividend Puzzle, William W. Bratton Jan 2005

The New Dividend Puzzle, William W. Bratton

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No abstract provided.


The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile Jan 2003

The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile

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The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission’s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.


How To Fix Wall Street: A Voucher Financing Proposal For Securities Intermediaries, Stephen Choi, Jill E. Fisch Jan 2003

How To Fix Wall Street: A Voucher Financing Proposal For Securities Intermediaries, Stephen Choi, Jill E. Fisch

All Faculty Scholarship

No abstract provided.


The Securities Analyst As Agent: Rethinking The Regulation Of Analysts, Jill E. Fisch, Hillary A. Sale Jan 2003

The Securities Analyst As Agent: Rethinking The Regulation Of Analysts, Jill E. Fisch, Hillary A. Sale

All Faculty Scholarship

Recent press has highlighted shocking examples of bias, self-dealing, and inaccuracy in the behavior of the securities analyst. Critics have attributed the bubble and subsequent crash in the technology sector to analyst hype and posited that undue analyst optimism contributed to scandals such as Enron. After many years of minimal regulator oversight analysts are now the subject of extensive regulatory reform proposals, including a mandate in the Sarbanes-Oxley Act of 2002 requiring that the Securities and Exchange Commission adopt a variety of restrictions on analyst behavior.

Despite the media attention, there have been few attempts to conceptualize carefully the analyst's …


Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton Jan 2003

Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton

All Faculty Scholarship

No abstract provided.


Berle And Means Reconsidered At The Century's Turn, William W. Bratton Apr 2001

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

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No abstract provided.


As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch Jan 1993

As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch

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In this Article. Professor Fisch examines the history and legacy of Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilberston, the controversial 1991 Supreme Court decision that established a federal statute of limitations for private causes of action brought under Rule 10b-5. In Part I Professor Fisch reviews the history of the 10b-5 statute of limitations prior to LampE Part II then analyzes both the issues resolved and questions raised by Lampf. Part III traces the congressional reaction to Lampf that culminated in the addition of section 27A to the Securities Act of 1934. In Part IV, Professor Fisch concludes by …


Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton Jan 1993

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.


Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton Jan 1993

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

All Faculty Scholarship

No abstract provided.


Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch Jan 1991

Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch

All Faculty Scholarship

No abstract provided.