This paper introduces a new hand-collected data set that tracks restrictions on shareholder rights at approximately 1,000 firms from 1978 to 1989. In conjunction with the 1990 to 2006 IRRC data, we track shareholder rights over 30 years. Most governance changes occurred during the 1980s. We find a robustly negative association between restrictions on shareholder rights (using G-Index as a proxy) and Tobin's Q. The negative association only appears after judicial approval of antitakeover defenses in the 1985 landmark Delaware Supreme Court decision of Moran v. Household. This decision was an unanticipated exogenous shock that increased the importance of shareholder rights.

Thirty Years of Shareholder Rights and Firm Value

This paper introduces a new hand-collected dataset tracking restrictions on shareholder rights at approximately 1,000 firms over 1978-1989. In conjunction with the 1990-2006 IRRC data, we track firms’ shareholder rights over thirty years. Most governance changes occurred during the 1980s. We find a robustly negative association between restrictions on shareholder rights (using the G-Index as a proxy) and Tobin’s Q. The negative association only appears after the judicial approval of antitakeover defenses in the 1985 landmark Delaware Supreme Court decision of Moran v. Household. This decision was an unanticipated, exogenous shock that increased the importance of shareholder rights.

https://papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1868296_code254417.pdf?abstractid=1413133&mirid=2

Thirty Years of Shareholder Rights and Firm Valuation

Members of the legal, medical and accounting professions are guided in their professional behavior by their respective codes of ethics. These codes of ethics are not static. They are ever evolving, responding to forces that are exogenous and endogenous to the professions. Specifically, changes in the ethical codes are often due to economic and social events, governmental influence, and growth and change within the professions. This paper presents an historical analysis of the major events leading to changes in the legal, medical and accounting codes of ethics.

https://www.jstor.org/stable/pdfplus/25072136.pdf

Historical Perspectives: Development of the Codes of Ethics in the Legal, Medical and Accounting Professions

Acknowledgements. Abbreviations. Tables. 1. EU Securities Regulation So Far. 2. Conceptualizing Regulatory Convergence in EU Securities Regulation. 3. Examining Regulatory Convergence in the Sources of Law. 4. Regulatory Convergence in Law in Action. 5. Is there an EU System for EU Securities Regulation? 6. Regulatory Divergences amongst Member States. 7. A Systemic Approach towards Regulatory Convergence in EU Securities Regulation. 8. Conclusion. Bibliography.

Regulatory Convergence in EU Securities Regulation

Using a comprehensive sample of non-earnings 8-K filings from 2005 to 2013, we examine whether firms strategically report mandatory and voluntary news. In particular, we examine whether firms report negative news when investor attention is low and whether they bundle positive and negative news. Our findings support the notion that managers believe in the existence of investor inattention and strategically report negative news after trading hours. These results particularly apply to public firms, where equity market pressures provide stronger incentives to mitigate market reaction to news by exploiting investor inattention. Further analysis of the market reaction to strategic disclosure uncovers no evidence of investor inattention, consistent with market efficiency. We also observe that public firms are more likely to strategically disclose through news bundling and that the likelihood of this increases with the likelihood of strategic disclosure through timing.

Are managers strategic in reporting non-earnings news? Evidence on timing and news bundling

Like earlier editions, the seventh edition follows a logical sequence of analysis of a securities issue. The author begins by defining security and registration exemptions, and then continues through the process for non-exempt transactions. Understanding Securities Law clearly, thoroughly, and concisely addresses the subjects covered in basic Securities Regulation courses, including:
• The definition of securities exemptions from registration;
• the registration framework and process;
• Sarbanes-Oxley Act;
• Dodd-Frank Act
• SEC Securities Act Offering Rules;
• Resales and reorganizations;
• Due diligence;
• Liabilities and remedies;
• Affirmative disclosure duties;
• Insider trading;
• SEC enforcement; and
• Professional responsibility.
The author also includes a glossary of key terms, statutes, rules, regulations and forms and schedules, and comparative charts synopsizing previously discussed materials. The text covers the regulation of public and privately held companies under the Securities Acts, SEC fraud, concepts, civil liabilities under the securities laws, and state Blue Sky laws. It also discusses the Sarbanes-Oxley legislation, SEC public offering rules, SEC regulations on the resale of securities, and recent federal Supreme Court and appellate court decisions.
This widely-adopted reference text continues to be embraced as a “go-to” source for both law students and practicing attorneys.

Understanding securities law

As evidenced by the enactment of the Sarbanes-Oxley Act, the most extensive revision of the U.S. securities laws since the New Deal era, the focus on corporate accountability and standards of conduct has become magnified. Related to this development is the continued emphasis on insider trading regulation. Tales of alleged insider trading abuse by Martha Stewart highlight this scrutiny in the United States. To an increasing degree, other developed markets also are becoming more sensitized, as George Soros' predicament in France illustrates. 

From a comparative perspective, this article analyzes insider trading regulation in the United States and other developed markets. On a different level, the article also discusses the application of Jewish law principles to the propriety of insider trading. The article concludes by positing that, while the United States' insider trading regimen is less stringent than that of many other developed markets, the United States' markets remain preeminent largely due to the relatively effective enforcement of the prevailing statutory and regulatory mandates. Whether this status will remain intact in light of the challenging dilemmas confronting the U.S. capital markets and the U.S. Securities and Exchange Commission (SEC) is uncertain.

Insider Trading Regulation - A Comparative Analysis

This article presents a summary of the regulatory systems currently in place in the world's major markets. This summary focuses primarily on the disclosure rules that must be followed by a company undertaking an equity offering in each country. Certain significant accounting standards also are discussed. After comparing the different disclosure frameworks, the article addresses efforts that have been made to regulate or standardize the world's markets on a more international level. Finally, the article discusses where we should go next in the quest to create greater harmony in a truly global marketplace.

/pdf/disclosure-in-global-securities-offerings-analysis-of-4d2n3pwj9d.pdf

Disclosure in Global Securities Offerings: Analysis of Jurisdictional Approaches, Commonality and Reciprocity

This article focuses on regulation of insider trading and company affirmative disclosure in developed securities markets. First, the U.S. regime is discussed. Thereafter, the securities laws of selected developed markets are addressed in order to provide contrasts to the U.S. approach. Last, the article focuses on a number of significant issues that merit exploration.

/pdf/insider-trading-selective-disclosure-and-prompt-disclosure-a-30i7gggl23.pdf

Marc I. Steinberg

Papers

Understanding securities law

Insider Trading Regulation - A Comparative Analysis

Disclosure in Global Securities Offerings: Analysis of Jurisdictional Approaches, Commonality and Reciprocity

Insider Trading, Selective Disclosure, and Prompt Disclosure: A Comparative Analysis

The Development of Internationally Acceptable Accounting Standards: A Universal Language for Finance in the 21st Century?