Ensuring Corporate Misconduct


Book Description

Shareholder litigation and class action suits play a key role in protecting investors and regulating big businesses. But Directors and Officers liability insurance shields corporations and their managers from the financial consequences of many illegal acts, as evidenced by the recent Enron scandal and many of last year’s corporate financial meltdowns. Ensuring Corporate Misconduct demonstrates for the first time how corporations use insurance to avoid responsibility for corporate misconduct, dangerously undermining the impact of securities laws. As Tom Baker and Sean J. Griffith demonstrate, this need not be the case. Opening up the formerly closed world of corporate insurance, the authors interviewed people from every part of the industry in order to show the different instances where insurance companies could step in and play a constructive role in strengthening corporate governance—yet currently do not. Ensuring Corporate Misconduct concludes with a set of readily implementable reforms that could significantly rehabilitate the system.




United States Attorneys' Manual


Book Description




The Cambridge Handbook of Class Actions


Book Description

International authors describe class action procedure in this concise, comparative, and empirical perspective on aggregate litigation.




Selling Hope, Selling Risk


Book Description

In the midst of globalization, technological change, and economic anxiety, we have deep doubts about how well the task of investor protection is being performed. In the U.S., the focus is on the Securities & Exchange Commission. Part of the explanation is economic and political: the failure to know the right balance between investor protection and capital formation, and the resulting battle among interest groups over their preferred solutions. In Selling Hope, Selling Risk, author Donald C. Langevoort argues that regulation is also frustrated at nearly every turn by human nature, as exhibited both on the buy-side (investors) and sell-side (corporate executives, bankers, stockbrokers). There is plenty of savvy and guile, but also ample hope, fear, ego, overconfidence, social contagion and the like that persistently filter and distort the messages regulators try to send. This book is the first sustained effort to link the key initiatives of securities regulation with our burgeoning awareness in the social sciences of how people and organizations really behave in economic settings. It examines why corporate fraud occurs and how best to deter it and compensate its victims; the search for an edge via insider trading; the disclosure apparatus and its gatekeepers; sales efforts and manipulation in Ponzi schemes, internet scams, private offerings and crowdfunding; and how this all helps explain the recent global financial crisis. It ends by turning these insights back on the task of regulation itself, and the strategies (and frustrations) of making regulation work in a financial world that is at once increasingly sophisticated yet deeply human and incurably flawed.




Capital Failure


Book Description

Adam Smith's 'invisible hand' relied on the self-interest of individuals to produce good outcomes. Economists' belief in efficient markets took this idea further by assuming that all individuals are selfish. This belief underpinned financial deregulation, and the theories on incentives and performance which supported it. However, although Adam Smith argued that although individuals may be self-interested, he argued that they also have other-regarding motivations, including a desire for the approbation of others. This book argues that the trust-intensive nature of financial services makes it essential to cultivate such other-regarding motivations, and it provides proposals on how this might be done. Trustworthiness in the financial services industry was eroded by deregulation and by the changes to industry structure which followed. Incentive structures encouraged managers to disguise risky products as yielding high returns, and regulation failed to curb this risk-taking, rent-seeking behaviour. The book makes a number of proposals for reforms of governance, and of legal and regulatory arrangements, to address these issues. The proposals seek to harness values and norms that would reinforce 'other-regarding' behaviour, so that the firms and individuals in the financial services act in a more trustworthy manner. Four requirements are identified which together might secure more strongly trustworthy behaviour: the definition of obligations, the identification of responsibilities, the creation of mechanisms which encourage trustworthiness, and the holding to account of those involved in an appropriate manner. Financial reforms at present lack sufficient focus on these requirements, and the book proposes a range of further actions for specific parts of the financial industry.




Behind the Swap


Book Description

Andrew DeJoy's Behind the Swap offers a middle office perspective on the risks and miscommunications in post-trade processing and provides a framework and solutions for a better approach. In August of 2020, Citibank made one of the worst mistakes in banking history: it accidently sent out almost $900 million of its own funds. Many of the recipients didn't give back the money. Citibank sued. And a federal court ruled that the recipients could keep the funds. Citibank's error is not surprising. The underlying contributors that led to the mistaken payment permeate the global financial services industry. Manual data entry, decades old technological infrastructure, inadequate training, and systems that can't interact with one another are just a few of the problems that face post-trade processing--the machinery behind financial markets. Unfortunately, years of neglect by regulators and financial institutions themselves has left this infrastructure needlessly complex, astoundingly inefficient, frequently inaccurate, and woefully inadequate for modern financial markets. The problems are easy to see but difficult to admit. For financial institutions, the current system costs billions of dollars each year in labor, systems maintenance, and lost funds. For regulators, the current system precludes the ability to track systemic risk. It also artificially inflates the stability of the global financial system. For lawyers and prosecutors, the current system allows ample opportunity for unlawful misconduct such as rogue trading and fraud. Andrew DeJoy's Behind the Swap examines the risks involved in post-trade processing in swaps and derivative markets and provides solutions to better control those risks. While Andrew doesn't claim to have all the answers, he does believe there is a better system that is both achievable and necessary.




Research Handbook on the Economics of Corporate Law


Book Description

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.




The AIG Story


Book Description

Selected as one of Motley Fool’s "5 Great Books You Should Read" In The AIG Story, the company's long-term CEO Hank Greenberg (1967 to 2005) and GW professor and corporate governance expert Lawrence Cunningham chronicle the origins of the company and its relentless pioneering of open markets everywhere in the world. They regale readers with riveting vignettes of how AIG grew from a modest group of insurance enterprises in 1970 to the largest insurance company in world history. They help us understand AIG's distinctive entrepreneurial culture and how its outstanding employees worldwide helped pave the road to globalization. Corrects numerous common misconceptions about AIG that arose due to its role at the center of the financial crisis of 2008. A unique account of AIG by one of the iconic business leaders of the twentieth century who developed close relationships with many of the most important world leaders of the period and helped to open markets everywhere Offers new critical perspective on battles with N. Y. Attorney General Eliot Spitzer and the 2008 U.S. government seizure of AIG amid the financial crisis Shares considerable information not previously made public The AIG Story captures an impressive saga in business history--one of innovation, vision and leadership at a company that was nearly--destroyed with a few strokes of governmental pens. The AIG Story carries important lessons and implications for the U.S., especially its role in international affairs, its approach to business, its legal system and its handling of financial crises.




University of Chicago Law Review: Volume 79, Number 4 - Fall 2012


Book Description

A leading law review offers a quality ebook edition. This fourth issue of 2012 features articles from internationally recognized legal scholars, and extensive research in Comments authored by University of Chicago Law School students. Contents for the issue are: ARTICLES: -- Elected Judges and Statutory Interpretation, by Aaron-Andrew P. Bruhl & Ethan J. Leib -- Delegation in Immigration Law, by Adam B. Cox & Eric A. Posner -- What If Religion Is Not Special?, by Micah Schwartzman COMMENTS: -- A Common Law Approach to D&O Insurance “In Fact” Exclusion Disputes -- Taming the Hydra: Prosecutorial Discretion under the Acceptance of Responsibility Provision of the US Sentencing Guidelines -- Are Railroads Liable When Lightning Strikes? -- Who’s Allowed to Kill the Radio Star? Forfeiture Jurisdiction under the Communications Act -- Federal Diversity Jurisdiction and American Indian Tribal Corporations -- The Right to Trial by Jury under the WARN Act The issue also includes a Review Essay by Saul Levmore, analyzing the Public Choice implications of "Why the Law Is So Perverse" by Leo Katz In the eBook edition, Tables of Contents are active, including those for individual articles; footnotes are fully linked and properly numbered; graphs and figures are reproduced legibly; URLs in footnotes are active; and proper eBook formatting is used.




The Cambridge Handbook of Compliance


Book Description

Compliance has become key to our contemporary markets, societies, and modes of governance across a variety of public and private domains. While this has stimulated a rich body of empirical and practical expertise on compliance, thus far, there has been no comprehensive understanding of what compliance is or how it influences various fields and sectors. The academic knowledge of compliance has remained siloed along different disciplinary domains, regulatory and legal spheres, and mechanisms and interventions. This handbook bridges these divides to provide the first one-stop overview of what compliance is, how we can best study it, and the core mechanisms that shape it. Written by leading experts, chapters offer perspectives from across law, regulatory studies, management science, criminology, economics, sociology, and psychology. This volume is the definitive and comprehensive account of compliance.