This is the nation's first and oldest casebook on securities regulation. This edition has been streamlined for easier use, but it continues to provide instructors and students with the full range of tools for the in-depth study of securities regulation. It has been revised and updated to take into account the following: Initial coin offerings and sales of other crypto-assets Changes in the primary and secondary capital markets, including high frequency trading Certain amendments to the public disclosure requirements Amendments to the limited offering exemptions The ongoing debate around elements of Rule 10b-5 Regulation Best Interest Recent Supreme Court cases, including their implications for certain civil litigation and the SEC's continued reliance on administrative proceedings

The EU and the US responded to the global financial crisis by changing the rules for the functioning of financial services and markets and by establishing new oversight bodies. With the US Dodd-Frank Act and numerous EU regulations and directives now in place, this book provides a timely and thoughtful explanation of the key elements of the new regimes in both regions, of the political processes which shaped their content and of their practical impact. Insights from areas such as economics, political science and financial history elucidate the significance of the reforms. Australia's resilience during the financial crisis, which contrasted sharply with the severe problems that were experienced in the EU and the US, is also examined. The comparison between the performances of these major economies in a period of such extreme stress tells us much about the complex regulatory and economic ecosystems of which financial markets are a part.

In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - auditors, attorneys, securities analysts, credit-rating agencies - exist to guard against these governance failures. Yet clearly these watchdogs did not bark while corporations were looted and destroyed. But why not? To answer these questions, a more detailed investigation is necessary that moves beyond journalism and easy scapegoating, and examines the evolution, responsibilities, and standards of these professions. John Coffee, world-renowned Professor of Corporate Law, examines how these gatekeeping professions developed, to what degree they failed, and what reforms are feasible. Above all, this book examines the institutional changes and pressures that caused gatekeepers to underperform or neglect their responsibilities, and focuses on those feasible changes that can restore gatekeepers as the loyal agents of investors. This informed and readable view of the players on the contemporary business stage will be essential reading for investors, professionals, executives and business academics concerned with issues of good governance.

In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - auditors, attorneys, securities analysts, credit-rating agencies - exist to guard against these governance failures. Yet clearly these watchdogs did not bark while corporations were looted and destroyed. But why not? To answer these questions, a more detailed investigation is necessary that moves beyond journalism and easy scapegoating, and examines the evolution, responsibilities, and standards of these professions. John C. Coffee Jr, world-renowned Professor of Corporate Law, examines how these gatekeeping professions developed, to what degree they failed, and what reforms are feasible. Above all, this book examines the institutional changes and pressures that caused gatekeepers to underperform or neglect their responsibilities, and focuses on those feasible changes that can restore gatekeepers as the loyal agents of investors. This informed and readable view of the players on the contemporary business stage will be essential reading for investors, professionals, executives and business academics concerned with issues of good governance.

The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance has three basic aims: (1) to understand and explain the factors that have caused the recent explosion in hedge fund activism; (2) to examine the impact of this activism, including whether it is shortening investment horizons and discouraging investment in research and development; and (3) to survey and evaluate possible legal interventions with an emphasis on the least restrictive alternative. Although there have been other lengthy surveys, the landscape of activism is rapidly changing and this brings into doubt the relevance of empirical papers that study hedge fund activism in earlier decades. The authors suspect that the recent success of such activism may be fueling a current "hedge fund bubble" under which an increasing number of activist funds are pursuing a decreasing, or at least static, number of companies that have overinvested. This monograph is particularly focused on those markets and the legal forces that may be driving this bubble. After an introduction, Section 2 begins with an analysis of those factors that have spurred greater activism on the part of hedge funds. Section 3 considers evidence suggesting that as the composition of a firm's shareholder population shift towards more "transient" holders, its investment horizon shortens. Section 4 surveys recent studies to reach assessments about who the targets of hedge fund activism are; the stock price returns from hedge fund activism and the distribution of those returns; the degree to which wealth transfers explain the positive stock price returns to activism; the post-intervention evidence about changes in operating performance of hedge fund targets; and the holding periods and exit strategies of hedge fund activists. Section 5 evaluates some policy options looking for the least drastic means of accomplishing policy goals. Finally, Section 6 offers a brief conclusion that surveys how the changing structure of shareholder ownership and the recent appearance of temporary shareholder majorities complicate corporate governance, both empirically and normatively.