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The Capitalist & The Entrepreneur: Essays on Organizations and Markets

TOTM I purchased my copy of Peter Klein’s latest —  The Capitalist & The Entrepreneur: Essays on Organizations and Markets — today.  It is available for . . .

I purchased my copy of Peter Klein’s latest —  The Capitalist & The Entrepreneur: Essays on Organizations and Markets — today.  It is available for purchase here and here.  And if you wont to sneak a peak, you can see the full version here.  The role of the entrepreneur is one of the more under-theorized subjects in economics and, in turn, law and economics.  Peter is an insightful and thoughtful economist with the right toolkit to bring to bear on this project.  He is one of my favorite thinkers about these subjects (he is also my second favorite Klein, no small compliment in these quarters).   I’m greatly looking forward to the book.

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Financial Regulation & Corporate Governance

Insider Trading and CEO Pay

Scholarship Abstract This Paper presents evidence boards of directors “bargain” with executives about the profits they expect to make from trades in firm stock. The evidence . . .

Abstract

This Paper presents evidence boards of directors “bargain” with executives about the profits they expect to make from trades in firm stock. The evidence suggests executives whose trading freedom is increased using Rule 10b5-1 trading plans experienced reductions in other forms of pay to offset the potential gains from trading. There are two benefits from trading—portfolio optimization and informed trading profits—and this Paper allows us to isolate them. The data show boards pay executives in a way that reflects the profits they are expected to earn from informed trades. The legal issues about paying using illegal profits are explored. As a matter of policy, the data seriously undercut criticisms of the laissez-faire view of insider trading most closely associated with Henry Manne. At least with respect to classic insider trading (that is, a manager of a firm trading on the basis of information about the firm where she works), if boards are taking potential trading profits into consideration when setting pay, it is difficult to locate potential victims of this trading. Current shareholders should be happy with a deal that pays managers in part out of the hide of future shareholders, and the firm should internalize any costs arising from this payment scheme, since future shareholders should take this into account when deciding whether and what price to buy shares. While there still may be good reasons to prohibit some individuals from trading on material, non-public information, the case for classic insider trading is made much weaker by this data.

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Financial Regulation & Corporate Governance

Antitrust Exam Question: Do the Major Institutional Investors Have an Antitrust Problem?

TOTM The Wall Street Journal is reporting that major institutional investors — CalPERS, CalSTRS, the Teacher Retirement System of Texas, etc. — have collectively adopted a . . .

The Wall Street Journal is reporting that major institutional investors — CalPERS, CalSTRS, the Teacher Retirement System of Texas, etc. — have collectively adopted a set of recommended practices that is “rankling” private equity firms. Had I not discussed the article in my Antitrust class, I’d use it as the basis for an exam question. Here are the basics…

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Antitrust & Consumer Protection

‘So when you listen to economists, you’re listening to amateurs’

TOTM So says David Zaring over at the Conglomerate — at least when it comes to the topic of regulation.  I don’t buy it.   Anyway, here’s . . .

So says David Zaring over at the Conglomerate — at least when it comes to the topic of regulation.  I don’t buy it.   Anyway, here’s the complete quote for context…

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Financial Regulation & Corporate Governance

Why Citizens United was right

TOTM Let me say at the outset, some of my prior beliefs. First, I believe in the marketplace of ideas and think that more speech is . . .

Let me say at the outset, some of my prior beliefs. First, I believe in the marketplace of ideas and think that more speech is generally better than less speech. I believe the Founders shared this belief and enshrined it in the “no law” component of the First Amendment. I believe this is especially true for speech about politics. Why else would we allow the Nazis to march in Skokie? Other countries don’t let Nazi’s march because they (rightfully) view their ideas as repugnant. But we let them march. We do so because we are more confident in our citizens’ ability to know right from wrong, to look beyond rhetoric for substance, and to be able to weigh competing claims of truth. If we didn’t trust the people to make decisions based on all available information, if we didn’t trust the people to be able to filter speech according to its source and content, if we didn’t trust the people to know what is good for them, we wouldn’t let the Nazi’s march. But we let them march.

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Financial Regulation & Corporate Governance

The first thing we do, let’s kill the quants!

TOTM Professor Bainbridge has a provocative post up taking on empirical legal scholarship generally.  The While the Professor throws a little bit of a nod toward . . .

Professor Bainbridge has a provocative post up taking on empirical legal scholarship generally.  The While the Professor throws a little bit of a nod toward quantitative work, suggesting it might at least provide some “relevant gist for the analytical mill,” he concludes that “it’s always going to be suspect — and incomplete — in my book.”  Here’s a taste…

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Financial Regulation & Corporate Governance

Disclosure of ethics waivers under SOX: Recent scholarship from Rodrigues and Stegemoller

TOTM Usha Rodrigues and Mike Stegemoller have penned an interesting article, “Placebo Ethics,” assessing the effect of one of SOX’s disclosure provisions: The required immediate disclosure . . .

Usha Rodrigues and Mike Stegemoller have penned an interesting article, “Placebo Ethics,” assessing the effect of one of SOX’s disclosure provisions: The required immediate disclosure of waivers from a company’s code of ethics, found in Section 406 of the law.  The article is concrete, informative, empirical and well-written.

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Financial Regulation & Corporate Governance

The Environmental Responsibility of Business? Make Profit!

TOTM That’s the punchline of a recent paper by Pierre Desrochers (U Toronto). Pierre has written some interesting papers on a range of topics related to . . .

That’s the punchline of a recent paper by Pierre Desrochers (U Toronto). Pierre has written some interesting papers on a range of topics related to economic development, technological innovation, and the intersection of business and the environment.   He argues that it is governmental (regulatory) failures that distort the environmental consequences of corporate behavior, not market failures. Should be an interesting read.

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Financial Regulation & Corporate Governance

The SEC gets that old time climate religion. Hallelujah, praise Gore.

TOTM Today the SEC voted 3-2 to approve an interpretive release offering guidance to companies on disclosure obligations as they relate to climate change.  Commissioners Casey . . .

Today the SEC voted 3-2 to approve an interpretive release offering guidance to companies on disclosure obligations as they relate to climate change.  Commissioners Casey and Paredes voted to reject the proposed guidance.

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Financial Regulation & Corporate Governance