It comes as something ofa surprise to reflect that the New York Review ofBooks is now over twenty years old. Even people of my generation (that is, old enough to remember the revolutionary 196os but not young enough to have taken a very exciting part in them) think of the paper as eternally youthful. In fact, it has gone through years of relatively quiet life, yet, as always in a competitive journalistic market, it is the controversies that attract the interest of the reader and to which the history (especially an admittedly impressionistic survey that tries to include something of the intellectual context in which a journal has operated) must give some attention. Not all the attacks which the New York Review has attracted, both early in its career and more recently, are worth more than a brief summary. What do we now make, for example, of Richard Kostelanetz's forthright accusation that 'The New York Review was from its origins destined to publicize Random House's (and especially [Jason] Epstein's) books and writers'?1 Well, simply that, even if the statistics bear out the charge (and Kostelanetz provides some suggestive evidence to support it, at least with respect to some early issues), there is nothing surprising in a market economy about a publisher trying to push his books through the pages of a journal edited by his friends. True, the New York Review has not had room to review more than around fifteen books in each issue and there could be a bias in the selection of

http://www.jstor.org/stable/pdfplus/3507774.pdf

The New York Review of Books

American Bankruptcy Institute Law Review 17 Am. Bankr. Inst. L. Rev., No. 1, Spring, 2009. Boston College Law Review 50 B.C. L. Rev., No. 3, May, 2009. Boston University Public Interest Law Journal 18 B.U. Pub. Int. L.J., No. 2, Spring, 2009. Cardozo Journal of Conflict Resolution 10 Cardozo J. Conflict Resol., No. 2, Spring, 2009. Cardozo Public Law, Policy, & Ethics Journal 7 Cardozo Pub. L. Pol’y & Ethics J., No. 3, Summer, 2009. Chicago Journal of International Law 10 Chi. J. Int’l L., No. 1, Summer, 2009. Colorado Journal of International Environmental Law and Policy 20 Colo. J. Int’l Envtl. L. & Pol’y, No. 2, Winter, 2009. Columbia Journal of Law & the Arts 32 Colum. J.L. & Arts, No. 3, Spring, 2009. Connecticut Public Interest Law Journal 8 Conn. Pub. Int. L.J., No. 2, Spring-Summer, 2009. Cornell Journal of Law and Public Policy 18 Cornell J.L. & Pub. Pol’y, No. 1, Fall, 2008. Cornell Law Review 94 Cornell L. Rev., No. 5, July, 2009. Creighton Law Review 42 Creighton L. Rev., No. 3, April, 2009. Criminal Law Forum 20 Crim. L. Forum, Nos. 2-3, Pp. 173-394, 2009. Delaware Journal of Corporate Law 34 Del. J. Corp. L., No. 2, Pp. 433-754, 2009. Environmental Law Reporter News & Analysis 39 Envtl. L. Rep. News & Analysis, No. 7, July, 2009. European Journal of International Law 20 Eur. J. Int’l L., No. 2, April, 2009. Family Law Quarterly 43 Fam. L.Q., No. 1, Spring, 2009. Georgetown Journal of International Law 40 Geo. J. Int’l L., No. 3, Spring, 2009. Georgetown Journal of Legal Ethics 22 Geo. J. Legal Ethics, No. 2, Spring, 2009. Golden Gate University Law Review 39 Golden Gate U. L. Rev., No. 2, Winter, 2009. Harvard Environmental Law Review 33 Harv. Envtl. L. Rev., No. 2, Pp. 297-608, 2009. International Review of Law and Economics 29 Int’l Rev. L. & Econ., No. 1, March, 2009. Journal of Environmental Law and Litigation 24 J. Envtl. L. & Litig., No. 1, Pp. 1-201, 2009. Journal of Legislation 34 J. Legis., No. 1, Pp. 1-98, 2008. Journal of Technology Law & Policy 14 J. Tech. L. & Pol’y, No. 1, June, 2009. Labor Lawyer 24 Lab. Law., No. 3, Winter/Spring, 2009. Michigan Journal of International Law 30 Mich. J. Int’l L., No. 3, Spring, 2009. New Criminal Law Review 12 New Crim. L. Rev., No. 2, Spring, 2009. Northern Kentucky Law Review 36 N. Ky. L. Rev., No. 4, Pp. 445-654, 2009. Ohio Northern University Law Review 35 Ohio N.U. L. Rev., No. 2, Pp. 445-886, 2009. Pace Law Review 29 Pace L. Rev., No. 3, Spring, 2009. Quinnipiac Health Law Journal 12 Quinnipiac Health L.J., No. 2, Pp. 209-332, 2008-2009. Real Property, Trust and Estate Law Journal 44 Real Prop. Tr. & Est. L.J., No. 1, Spring, 2009. Rutgers Race and the Law Review 10 Rutgers Race & L. Rev., No. 2, Pp. 441-629, 2009. San Diego Law Review 46 San Diego L. Rev., No. 2, Spring, 2009. Seton Hall Law Review 39 Seton Hall L. Rev., No. 3, Pp. 725-1102, 2009. Southern California Interdisciplinary Law Journal 18 S. Cal. Interdisc. L.J., No. 3, Spring, 2009. Stanford Environmental Law Journal 28 Stan. Envtl. L.J., No. 3, July, 2009. Tulsa Law Review 44 Tulsa L. Rev., No. 2, Winter, 2008. UMKC Law Review 77 UMKC L. Rev., No. 4, Summer, 2009. Washburn Law Journal 48 Washburn L.J., No. 3, Spring, 2009. Washington University Global Studies Law Review 8 Wash. U. Global Stud. L. Rev., No. 3, Pp.451-617, 2009. Washington University Journal of Law & Policy 29 Wash. U. J.L. & Pol’y, Pp. 1-401, 2009. Washington University Law Review 86 Wash. U. L. Rev., No. 6, Pp. 1273-1521, 2009. William Mitchell Law Review 35 Wm. Mitchell L. Rev., No. 4, Pp. 1235-1609, 2009. Yale Journal of International Law 34 Yale J. Int’l L., No. 2, Summer, 2009. Yale Journal on Regulation 26 Yale J. on Reg., No. 2, Summer, 2009.

/pdf/current-index-to-legal-periodicals-8re353ze53.pdf

Current index to legal periodicals

What external control mechanisms are most effective in detecting corporate fraud? To address this question we study in depth all reported cases of corporate fraud in companies with more than 750 million dollars in assets between 1996 and 2004. We find that fraud detection does not rely on one single mechanism, but on a wide range of, often improbable, actors. Only 6% of the frauds are revealed by the SEC and 14% by the auditors. More important monitors are media (14%), industry regulators (16%), and employees (19%). Before SOX, only 35% of the cases were discovered by actors with an explicit mandate. After SOX, the performance of mandated actors improved, but still account for only slightly more than 50% of the cases. We find that monetary incentives for detection in frauds against the government influence detection without increasing frivolous suits, suggesting gains from extending such incentives to corporate fraud more generally.

/pdf/who-blows-the-whistle-on-corporate-fraud-1nt12xu1oq.pdf

Who Blows the Whistle on Corporate Fraud

We survey institutional investors to better understand their role in the corporate governance of firms. Consistent with a number of theories, we document widespread behind-the-scenes intervention as well as governance-motivated exit. These governance mechanisms are viewed as complementary devices, with intervention typically occurring prior to a potential exit. We further find that long-term investors and investors that are less concerned about stock liquidity intervene more intensively. Finally, we find that most investors use proxy advisors and believe that the information provided by such advisors improves their own voting decisions.

/pdf/behind-the-scenes-the-corporate-governance-preferences-of-5ijmvrsg04.pdf

Behind the scenes: the corporate governance preferences of institutional investors

/pdf/who-blows-the-whistle-on-corporate-fraud-55n3uy7xb4.pdf

Securities market intermediaries operate in a number of areas in the capital markets reducing the collective action problem facing investors Analysts provide securities research Proxy advisory firms assist investors in determining how to vote their shares And even shareholders bringing proxy contests can be viewed as providing a collective benefit to the extent the contests are motivated out of a desire to increase share value Despite the service they provide investors, many intermediaries face financing problems due to pervasive free riding on the part of dispersed shareholders In some areas, the law provides for mandatory financing of intermediaries (including the independent audit requirement for most public firms) Regulators are poorly suited, however, to make decisions on precisely how to distribute subsidies to intermediaries Much of the current level of subsidization therefore is left to firms (and their managers) to provide voluntarily Firms may subsidize analysts, for example, through elevated investment banking fees to a financial brokerage firm Managers, however, may then use firm financing of intermediaries to corrupt the intermediaries in favor of the managers Understanding the problem of intermediary corruption as an outgrowth of the financing problem facing intermediaries cautions against simply imposing regulatory prohibitions on voluntary firm subsidies Instead, we propose to separate the decision of how much to subsidize intermediaries from the decision on who should get the subsidies through voucher financing Under our proposal, regulators determine a subsidy amount funded through levies on public firms (roughly equal to the present amount of subsidies which flow from firms to intermediaries) Shareholders are then given the ability to direct (using vouchers) to which intermediaries their subsidy dollars should go in proportion to their shares Voucher financing provides a market-based mechanism to finance intermediaries, resulting in greater flexibility and responsiveness in the provision of intermediary financing With vouchers, shareholders may mass vouchers from several firms in their portfolios and direct them across time (saving them for the future) and across different intermediaries to their highest value use Shareholders, of course, may lack full information on the value of different intermediaries Shareholders may also fail to coordinate in the distribution of vouchers We think, nonetheless, that solutions exist for such problems Moreover, voucher financing represents a superior alternative compared with error-prone mandatory regulatory attempts at providing financing for intermediaries as well as conflict-of-interest prone voluntary firm financing

How to Fix Wall Street: A Voucher Financing Proposal

Lifetime tenure maximizes judicial independence by shielding judges from political pressures but creates problems of its own Judges with independence may implement their political preferences Judges may remain in office after their abilities degrade with age The US federal system addresses these problems in an indirect way When judges’ pensions vest, they receive full pay regardless of whether they work This limits some of the harmful effects of judicial independence by encouraging judges to vacate their offices when they become old and by causing judges who find their work burdensome to leave office We test the benefits and costs of this system for federal district judges We find that the vesting system causes judges to retire as expected, that higher quality and wealthier judges are less sensitive to the financial incentives of the system, and that some judges appear to time retirement so that the president will appoint like-minded judges

/pdf/the-law-and-policy-of-judicial-retirement-an-empirical-study-4i7nqz49ur.pdf

The Law and Policy of Judicial Retirement: An Empirical Study

https://digitalcommons.osgoode.yorku.ca/cgi/viewcontent.cgi?article=3752&context=scholarly_works

An Empirical Comparison of Insider Trading Enforcement in Canada and the United States

This article argues for shift in the antifraud rules within the securities laws to a more company-based approach. The article contends also that most of the recent SEC recommendations to shift to a company-based registration and disclosure system are either unrelated to achieving a company registration system or move the current regime only marginally toward such a system in substance. The article also argues that, in fact, the only area where a company-based approach would add value is in the application of the antifraud rules. Antifraud rules currently apply based on the transaction-involved; public offerings, for example, encounter much more stringent antifraud protection than private placements. Company-based antifraud rules - that applied the same level of antifraud protection against a company regardless of the transaction involved - not only would reduce frivolous litigation and conserve judicial resources, but a company-based antifraud regime would also reduce the incentive for companies to make use of the Securities Act's many transaction exemptions. As a result, company-based antifraud rules also provide many of the reduced complexity benefits as the Advisory Committee's more formal recommendation.

Company Registration: Toward a Status-Based Antifraud Regime

This Essay examines the role of private institutions in promoting strong securities markets. Recent scandals in the United States highlight both the importance and the fallibility of the securities market intermediary institutions to which investors typically turn for protection, such as auditors, analysts, and proxy advisory firms. From the perspective of investor welfare, this Essay discusses the various forms of institution failure and the efficacy of recently promulgated reforms. First, the paper provides a taxonomy of the various forms of securities market intermediary institution failure. Second, the essay compares the failings of the market against the fallibility of regulators. Not all regulations are the same - a series of possible interventions into the securities market exists ranging from merit regulation at one extreme to the provision of optional investor education materials at the other. Some forms of market failures require less intervention (with a corresponding reduced cost of regulatory error and capture). Lawmakers often regulate first and ask questions later, ignoring both the potential downsides of regulation as well as the possibility of market-based alternative solutions to market failures. The presence of market-based solutions allows regulators to intervene less stringently into markets, leaving the market with some degree of choice in how to address particular intermediary defects.

https://papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID528164_code45668.pdf?abstractid=528164&mirid=1

Stephen J. Choi

Papers

How to Fix Wall Street: A Voucher Financing Proposal

The Law and Policy of Judicial Retirement: An Empirical Study

An Empirical Comparison of Insider Trading Enforcement in Canada and the United States

Company Registration: Toward a Status-Based Antifraud Regime

A Framework for the Regulation of Securities Market Intermediaries