The European Commission has proposed a directive on ‘preventive restructuring frameworks’ for financially distressed firms. I demonstrate that the proposal is flawed because it creates a refuge for failing firms that should be liquidated, because...Read more
At the root of recurring bank crises are deeply-implanted incentives for banks and their executives to take systemically excessive risk. Since the 2008–2009 financial crisis, regulators have sought to strengthen the financial system by requiring...Read more
According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor governance. By governance we mean broadly the oversight that comes from banks? own...Read more
This paper discusses the empirical literature on the economic consequences of disclosure and financial reporting regulation, drawing on U.S. and international evidence. Given the policy relevance of research on regulation, we highlight the...Read more
Concerned with excessive risk taking, regulators worldwide generally prohibit private
pension funds from charging performance-based fees. Instead, the premise underlying the regulation of private pension schemes (and other retail-oriented...Read more
This paper studies the impact of public audit oversight on financial reporting credibility. We analyze changes in market responses to earnings news after...Read more
This paper clarifies why optimal corporate governance generally excludes monetary liability for breach of directors? and managers? fiduciary duty of care. In principle, payments predicated on judicial evaluations of directors? and managers?...Read more
The European Banking Authority (EBA), an EU agency that works to ensure effective and consistent prudential regulation and supervision across the European banking sector as a whole, was established several years before the European Central Bank (...Read more
An important component of corporate governance is the regulation of significant
transactions ? mergers, acquisitions, and restructuring. This paper (a chapter in Oxford
Handbook on Corporate Law and Governance, forthcoming) reviews...Read more
This paper focuses on the impact of financial market infrastructures (FMIs) and of their regulation on the post-crisis transformation of securities and derivatives markets. It examines, in particular, the role that trading and post-trading FMIs,...Read more
On July 1, 2015, the Securities and Exchange Commission (SEC) proposed an excess-pay clawback rule to implement the provisions of Section 954 of the Dodd-Frank Act. I explain why the SEC?s proposed Dodd-Frank clawback, while reducing executives?...Read more
In consequence of the three ECJ cases in Centros (1999), Überseering (2002), and
Inspire Art (2003), EU member states can no longer effectively apply the real seat theory to companies from other Member States or take other measures to avoid...Read more