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I. INTRODUCTION 1090 II. THE INSTITUTIONAL AND REGULATORY ENVIRONMENT 1095 A. Initial Public Offerings: The Basics 1095 B. The Legal and Regulatory Environment of IPOs 1097 III. PRIOR LITERATURE AND [...], Recent scandals have brought rankings to the forefront of the legal profession. Several of the most prestigious academic institutions have withdrawn from being ranked, citing the problematic nature of the rankings. However, rankings persist for both legal academics and practice, and there is substantial sentiment to improve the methodologies, with little detail as to how to improve. In this paper, we rank law firms on their clients' IPO performance. We focus on the most relevant outcomes: litigation, first-day returns, disclosure, and legal fees. The focus on these measures provides benefits relative to other methodologies, which typically focus on inputs or size-related characteristics. Namely, this ranking is less manipulable and more accurately captures performance metrics that matter most to clients' shareholders. Our rankings control for observable and unobservable deal characteristics, which helps ensure we capture law firm quality, not client traits. With the rankings based on legal fees, potential clients can compare the benefits of a particular law firm (e.g., lower litigation or higher selling prices) against the additional cost of hiring a higher-quality law firm. Hence, our rankings allow for a value-for-the-money comparison of law firms for clients selling shares in an IPO.

Introduction 51 I. Disclosing Dynamic Risk 56 A. Distinguishing Funds' Disclosures from Other Consumer Disclosures 57 B. The Regulatory Calculus of Disclosing Dynamic Risk 61 C. Learning from the Crowd [...], Scholars have roundly criticized compulsory consumer disclosure over the past decade for good reason. Disclosures, whether describing the terms of a loan or the risks of investing, purport to inform consumers. But who actually reads disclosures? We argue that mutual fund disclosures are different. Unlike other consumer-facing disclosures, mutual fund disclosures are dynamic and, therefore, informative. The Securities and Exchange Commission (SEC) requires funds to report changing market conditions that affect a fund's investments. As a result, aggregated risk statements provide information about new and evolving risks over and above insights from any single risk disclosure. But disclosures' utility comes not from their superior ability to inform the ordinary investor. Rather, we propose that fund disclosures' true value lies in what they can tell regulators about funds' perception of market risks in the aggregate. We evaluate our thesis through an analysis of all U.S. mutual funds' narrative risk disclosures from 2011 through 2022. We leverage social science theories of risk and uncertainty to conceptualize and operationalize the choices funds make in depicting changing market conditions. We locate these risks and uncertainties along a distribution from common and manageable to uncommon and catastrophic. We then assess funds' disclosure of changing market conditions using a "most likely" case design by examining funds' disclosure of increasing inflation, public health crises, and severe weather events resulting from climate change. Each case study presents either a risk--meaning that the universe of bad outcomes is known and can be accounted for--or uncertainty--meaning that the universe of outcomes is unknown and cannot be meaningfully estimated. We find that, in the aggregate, funds reconceptualize and adjust their disclosures in response to external events. Disclosure topics and language move in predictable and statistically significant ways. Changes in disclosure language are, in fact, meaningful. Such a response, when taken as a whole, provides insight into funds' perception of risk. Our findings suggest that quantitative text analysis can help the SEC assess overall fund compliance with disclosure mandates. But it can also help regulators, market participants, and researchers better understand changing risk environments.

INTRODUCTION 176 I. BACKGROUND 178 A. Determining Materiality 179 B. Increased Interest in ESG Disclosures 182 II. LOOKING TO CURRENT, VOLUNTARILY DISCLOSED ESG STATEMENTS FOR GUIDANCE 183 A. The "Reasonable [...], Investors are increasingly interested in corporate environmental, social, and governance ("ESG ") data, so the SEC has faced pressure to create a mandated ESG disclosure regime. The Commission has begun exploring ESG disclosures, including creating a dedicated task force and opening a public comment process. But, if the SEC wants to require corporations to provide investors with meaningful ESG data, it must be able to hold corporations civilly and criminally liable for providing false information--which hinges on ESG statements being material. This article analyzes what types of ESG data would likely be found material under current laws. After applying this information, this article concludes with various ways the SEC could utilize the materiality analysis to create a functional, standardized disclosure regime. This recommended framework would benefit investors by providing key ESG information while ensuring that the SEC and DOJ could attach liability to any incorrect and fraudulent data.

INTRODUCTION 217 I. CHINA-BASED FIRMS IN THE UNITED STATES 221 A. Types of China-Based Firms in the United States 221 B. Reasons for Listing in the United States 222 II. [...], Alibaba, the e-commerce giant that completed a record-setting IPO in the United States in 2014 and reached a peak value of more than $800 billion in 2020, is one of hundreds of China-based firms whose listing in the United States--rather than in China--makes their controlling insiders essentially law-proof: the non-Chinese corporate and securities laws governing these firms are unenforceable because the firms' insiders, records, and assets are in China. The fact that a foreign firm can minimize legal constraints by listing in the United States rather than in its home country casts doubt on the claim that foreign firms list in the United States to bond insiders to its tough securities law. Indeed, for China-based firms, listing in the United States but not in China insulates insiders from any securities law. Ironically, U.S. securities law not only allows these firms to list in the United States, but also allows them to disclose less than domestic firms. This uneven treatment favors foreign entrepreneurs and likely harms U.S. investors. Recent U.S. efforts to address the risks posed by China-based firms leave the fundamental problem of law-proof insiders unsolved. We suggest ways to better protect investors and, more generally, argue that enforceability is key to corporate governance.

Contents I. Introduction 3 II. The Doctrinal History of the Fraud-on-the-Market Cause of Action 7 A. The Nature of the Fraud-on-the-Market Action 7 B. History of the Cause of Action [...], Event-driven securities suits--ones that arise after an issuer has experienced some kind of disaster--have become increasingly prevalent in recent years. These suits are based on the fraud-on-the-market doctrine, a doctrine that ultimately gives rise to the bulk of the damages paid out in settlements and judgments pursuant to private litigation under the U.S. securities laws. The theory behind fraud-on-the-market cases is that when an issuer's share price has been inflated by a Rule-10b-5-violating misstatement, investors who purchased shares at the inflated price have suffered a compensable injury if they still hold the shares after the inflation is gone. Although these event-driven suits differ in important ways from their more traditional cousins based on the same doctrine, they constitute a kind of stress test for the overall doctrine. The growth of event-driven cases thus provides a unique opportunity to reconceptualize the overall system of adjudicating fraud-on-the-market suits more generally. In this Article, we identify the basic logic behind this cause of action and consider what that logic implies as to when liability should and should not be imposed from a social welfare perspective. The result suggests ways we can both solve the challenges posed by event-driven litigation and improve fraud-on-the-market jurisprudence more generally. In an event-driven case, the plaintiff points to a pre-disaster statement that allegedly underplayed the likelihood that the disaster would occur and argues that the disaster announcement was the corrective disclosure. But in these cases, the price drop on the day of the disaster announcement is almost never a reasonable measure of the misstatement's share price inflation. By focusing on the price drop at the time of a corrective disclosure, as courts generally do in fraud-on-the-market suits, they have lost track of the real issue: whether the misstatement inflated the share price by a meaningful amount in the first place. More often, the answer to that question is better indicated by the price change back at the time of the misstatement. For all fraud-on-the-market suits where the plaintiff can establish a misstatement made with scienter, we argue that liability should be imposed where the misstatement's price impact appears to be at least as great as an inflation threshold chosen to trade off the costs and benefits of adjudicating securities class actions. Liability should not be imposed where both the misstatement's price impact appears to be smaller than this inflation threshold, and the market would not have drawn negative inferences had the issuer stayed silent instead of making the misstatement. Where the misstatement's price impact is less than the inflation threshold, but the market would have drawn negative inferences from issuer silence, liability should be imposed if and only if both the corrective disclosure's price impact is a reliable proxy for how much the misstatement inflated the share price and this impact appears to be at least as great as the inflation threshold.

INTRODUCTION Below the director and officer level, the management of employees for the promotion of business objectives--an area known as human capital management (HCM)--has traditionally resided at the periphery of [...], In recent years, environmental, social, and governance (ESG) investing has become embedded in a variety of legal institutions, including state law, stock exchange rules, and SEC regulations. Some of these rules are targeted at influencing the corporation's operations or disclosure in the area of human capital. This article provides a granular look at one of them: the geographic aspects of the firm revealed in response to the SEC's human capital management (HCM) disclosure rule, which took effect in November 2020 and which the SEC is planning to expand. Rather than looking at HCM purely as a function of ESG, this article explores spatial dimensions of the firm newly subject to a duty of disclosure. In the first full reporting season following this rule (2021), many issuers disclosed geographic attributes of their workforce. Using hand-collected data from the annual reports of fifty software firms--the twenty-five largest by book value and another twenty-five randomly selected--this article illuminates spatial HCM below the C-suite and board levels, including geographic pay disparities and new forms of employee diffusion, such as remote work. Software firms were chosen because of the comparatively high degree of control they enjoy over the geography of their inputs, especially human capital. Building on this analysis, the article argues that a variety of legal institutions that regulate markets should be refined to better advance ESG objectives where HCM is concerned. First, the article urges richer disclosure by issuers on their spatial human capital strategy. Second, it encourages intermediaries like proxy advisors, mutual funds, and pension funds to incorporate geographic attributes into their engagement--for example, by urging issuers based in areas with highly diverse populations to further diversify their workforce. And third, given the outsized role of institutional investors in the market for corporate influence and the growing scale of ESG assets, it proposes that the SEC's new disclosure requirement be extended to all large asset managers, regardless of whether the entities are publicly or privately held (the current dividing line for regulation).

I. FIRM VALUE VERSUS SHAREHOLDER WELFARE The conventional view, associated with Milton Friedman, is that corporate managers should be guided by the idea of maximizing firm value as reflected in [...], A strong argument in favor of a corporation's attempt to sacrifice some profit in order to address environmental concerns or other social issues has been that it should maximize shareholder welfare rather than the firm's market value. However, a significant number of shareholders might want to sacrifice some income in favor of a variety of social causes, either because some firms are "least-cost altruists," with a comparative advantage in offering socially desirable things that shareholders want, or simply because some shareholders want to distance themselves from enterprises that are uncommitted to Environmental, Social, and Governance (ESG) concerns. If so, an efficient market will provide these shareholders with what they want. The argument is improved if shareholder voting mechanisms alone are unable to capture different intensities of preferences. It is weakened if shareholders can maximize their welfare on their own by offsetting their investments in ESG-deficient firms with investments in non-profits or other organizations that offer the socially enhancing activities they desire. The argument that an ESG firm is welfare enhancing is most convincing when the corporation is best situated to advance this welfare, for otherwise its shareholders could maximize their own welfare by using dividends they receive as they see fit, including making gifts to not-for-profit specialists. But this in turn means that, for investors to prefer ESG firms, investors must have some idea of how much they are paying for a corporation's sacrifices (if any) in favor of socially beneficial causes, and some shareholders will want information about the mix of ESG concerns that each firm addresses. This article builds on the likelihood that market pressure will cause corporations to estimate the cost, or sacrifice, that shareholders will choose to endure. Ideally, a firm might estimate the costs and benefits it expects to generate and disclose these estimates to present and potential shareholders. But one reason a corporation will not be more transparent about expected cost/benefit information about its ESG characteristics is that false information, often non-negligently provided, risks accusations and liability. Law encourages silence, when the market would function better with disclosure. At present, and increasingly, a corporation simply reveals itself as part of a category--whether ESG inclined or of B-Corp status (with the appropriate vote of acquiescence)--in which actual behavior, and its cost, is difficult to verify. One proposal in this article is that law should release its grip and at least provide a safe harbor for more informative disclosures, perhaps by trustingthird-party verification of more detailed estimates than are normally provided by ESG firms. It is likely, however, that the transparency recommended here will disappoint socially minded activists, who might learn that they are better off taking their money and choosing environmental or political causes on their own. If so, investment in ESG firms will decrease at the time of their formation or their market prices will fall. An alternative is evolution toward a kind of divestiture movement, with a limited number of firms identified as ones to avoid, while most adhere to conventional value maximization. Another possibility is that some firms will maximize shareholder value, but then, on occasion, announce that they are making decisions that will sacrifice some profit in return for a particular social benefit. Investors could choose to exit or join this kind of enterprise. Finally, conventional intermediaries might offer investors information, and they or not-for-profit entities might serve as socially concerned intermediaries that shareholders could imitate.

Table of Contents Introduction I. Taking Stock of Stock Gifts A. Why People Give B. What People Give C. Giving as a Substitute for Selling D. A Taxonomy of Manipulative [...], Corporate insiders can avoid losses if they dispose of their stock while in possession of material nonpublic information. One means of disposal, selling the stock, is illegal and subject to prompt mandatory reporting. A second strategy is almost as effective, yet it faces lax reporting requirements and enforcement. That second method is to donate the stock to a charity and take a charitable tax deduction at the inflated stock price. This "insider giving" is a potent substitute for insider trading. We show that insider giving is far more widespread than previously believed. In particular, we show that insider giving is not limited to officers and directors. Large investors appear to regularly receive material nonpublic information and use it to avoid losses. Using a vast dataset of essentially all transactions in public company common stock since 1986, we find consistent and economically significant evidence that these shareholders' impeccable timing likely reflects information leakage. We also document substantial evidence of backdating-investors falsifying the date of their gift to capture a larger tax break. We show why lax reporting and enforcement encourage insider giving, explain why insider giving represents a policy failure, and highlight the theoretical implications of these findings to broader corporate, securities, and tax debates.

Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018: few companies are using statistical sampling to identify their median employee; companies are relying [...]

Contents I. Private Fund Oversight Under the Dodd-Frank Act 1. Private Fund Adviser Registration 2. Disclosure a) Form ADV b) Form PF II. Private Fund Industry Five Years After Dodd-Frank [...], This comparative survey study examines the private fund industry's reactions and adjustments to a rapidly evolving regulatory framework, three years after the first application of mandatory registration and disclosure rules for private fund advisers under the Dodd-Frank Act. Using two datasets (2012: N = 94; 2015: N = 69) for a population of 1267 registered investment advisers to add an historical time series perspective, the author analyzes and compares survey respondents' short- and long-term estimations of industry effects. The data suggest that immediate and short-term concerns have given way to adaptation to the changes.

SIB and commissions As clear as mud BRITAIN'S financial watchdog, the Securities and Investments Board (SIB) has unveiled the latest version of its proposals to prise open the clam-like unit [...]