A Critical Analysis of the SEC’s Reaction to Crypto Lending 

For the past several years, investors around the world who are interested in owning and holding certain cryptoassets for the long term have had the opportunity to deposit their assets with various companies and protocols and earn interest. One such company is CoinLoan, based in Europe and regulated under applicable EU financial law. It offers […]

Capital Markets and Corporate Governance Standards

Corporate governance has over time moved from being a peripheral to a central issue for capital markets regulation. Our recent research focuses on how that transformation has occurred in the UK and how it has adjusted the default provisions of UK corporate law.   We begin with the observation that corporate governance was not a significant […]

“Clickbait” Compliance and ISO Standard-Setting 

A curious development has emerged in the world of corporate compliance. In recent years, the International Organization for Standardization (ISO), the world’s leading private standard-setter, has been developing a flurry of new compliance-related international standards. These standards range from specific risk areas, such as anti-bribery (ISO 37001) and whistleblowing (ISO 37002), to broader concerns, such […]

Third-Party Litigation Finance and Public Capital Markets: The Case of the Muddy Waters Short Attack on Burford Capital

Imagine a company that invests in a portfolio of long-term financial assets. This company’s asset portfolio is, relative to the asset management industry, highly concentrated—a circumstance which naturally heightens the appetite of the company’s own investors to know more details of the assets in the portfolio. The company operates in an adolescent industry, and neither […]

Non-Intermediate Clearing of Crypto Derivatives on Margin is a Bad Idea

The following is an edited comment letter that was submitted to the Commodity Futures Trading Commission (CFTC, or Commission) on May 11th in regards to the Commission’s request for comment on FTX’s request to amend their derivatives clearing organization order to permit it to clear non-intermediated, margined products. All submitted comments can be viewed here. We are law professors […]

Policy Uncertainty, Earnings Management, and the Role of Political Connections 

Political decisions shape the operating environment for the economy as well as the individual firm. Political and regulatory reactions to the Global Financial Crisis, government shutdowns, or major tax reforms number prominently among them. As reactions from political actors are rarely clear-cut ex ante, grave crises give rise to political uncertainty.  Political uncertainty affects economic […]

Secondary markets and the power of the enforcement of insider trading laws

To facilitate small and high growth firms in need of finance, the London Stock Exchange (LSE) introduced a secondary market, the Alternative Investment Market (AIM), in 1995. The AIM is a lightly regulated market, with minimum eligibility criteria and ongoing obligations, which was initially considered to be a stepping-stone to the traditionally regulated Main Market […]

Comments to the SEC on its Proposed Rule on Beneficial Ownership

The following post summarizes a comment letter to the SEC on its proposed rule to shorten the required filing time for disclosing the acquisition of more than five percent equity share in a public company. All comments can be found here. Under the Modernization of Beneficial Ownership Reporting (proposed rule), the U.S. Securities and Exchange Commission (SEC) seeks to shorten […]

The Role of Institutional Investors in Financial Distress Resolution

A large literature has highlighted differences in bankruptcy laws across countries and the way these laws impact financial reorganization. While the resolution of financial distress varies from country to country, a distressed firm typically faces two alternatives when it comes to rearranging its capital structure: (1) a formal court-supervised bankruptcy procedure under bankruptcy law or (2) an informal out-of-court […]

Is the Debate on Shareholders and Stakeholders Obsolete? 

Shareholders are widely perceived as the best advocates of stakeholders’ interests. We can dub this phenomenon shareholders stakeholderism: the pursuit of stakeholders’ good by shareholders. This leads us to wonder whether the pursuit of stakeholders’ good by shareholders is just a perception; or has something changed? Industry and academics seem to suggest that the perception is […]