This Chapter evaluates the state of affairs with regard to liability for transnational securities fraud in the post-Morrison era, to find that it is in a state of flux. Indeed, the U.S. Supreme Court?s decision in Morrison has relatively little to do with this situation beyond helping to expose the severe limitations from which civil liability for securities fraud already suffers. The U.S.
liability regime as it is currently designed may be ineffectual in deterring securities fraud and in supporting good corporate governance through legal bonding. In contrast, public enforcement emerges as a potent institution in this regard in various countries around the world, although its effectiveness hinges on informal institutional prerequisites.
Institutional shareholder stewardship codes (‘stewardship codes’) exist in many jurisdictions. They reflect the growing importance of institutional shareholders in capital markets, and a belief that increased engagement by institutional...Read more
Contrary to signaling models’ central predictions, changes in the level of cash flows do not empirically follow changes in dividends. We use the Campbell (1991) decomposition to construct cash-flow and discount-rate news from returns and find the...Read more
Mechanisms of market inefficiency are some of the most important and least understood institutions in financial markets today. A growing body of empirical work reveals a strong and persistent demand for “safe assets,” financial instruments that...Read more
The stockholder/stakeholder dilemma has occupied corporate leaders and corporate lawyers for over a century. In addition to the question whose interests should managers prioritize, the question how those interests could or should be balanced has...Read more