四半期開示の廃止について

証券クラス・アクションに関するシンポジウム

ニューヨーク大学で行われた証券クラス・アクションに関するシンポジウムのビデオです。

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Shareholder Rights Projectについての議論

Harvard大学のShareholder Rights Projectは,期差選任の上場会社を減少させるという成果を短期間で挙げたため,注目される存在だと思います。同プロジェクトの活動の合法性について疑義を表する論文が,スタンフォード大学の教授および現役の連邦証券取引委員会の委員から呈されました。

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原告の敗訴者負担を定める付属定款(fee-shifting bylaws)

Davis Polkのブログの記事が興味深いので,以下の通り引用します。

24 companies have adopted fee-shifting bylaws since May, according to Professor John Coffee in his testimony before the SEC Investor Advisory Committee. … Professor Coffee criticizes fee-shifting bylaws for being generally one-sided, reimbursing successful defendants but not successful plaintiffs, unlike the English Rule.

It appears that the SEC has not weighed in on fee-shifting bylaws so far. As described in this Reuters blog, at least two IPOs with fee-shifting provisions have been completed. There has been criticisms not only about the substance of those provisions, but also the disclosure surrounding their existence.

via Davis Polk, Alison Frankel, J. Robert Brown, Jr., John C. Coffee, Jr.

Section 13(d)の改革提案(2)

先ほど紹介したGilson教授およびGordon教授によるSection 13(d)の改革提案へのコメントについて,Coffee教授もコメントしています。

Coffee教授は開示の強化に賛成の立場を取っているようです。

And I will raise their bid, by invoking two other familiar maxims: First, power corrupts, and absolute power is at least within view for institutional investors. Second, sunlight is the best disinfectant, electricity the best policeman. … If there are new problems accompanying this shift (as I would contend), the safest, least intrusive reform is disclosure, not direct governmental intervention.

… Their essay announces that institutional investors have power and prefer to act through proactive hedge funds. Frankly, it is hard to call this breaking news, as it has been true for more than a decade. …

To return to the higher level on which they wish to conduct this debate, Professor Gilson and Gordon are predicting the future, identifying proactive hedge funds as the good guys'' and managements as thebad guys.” They may be correct, but they are likely overgeneralizing. Virtue is not all on one side. … Transparency, as implemented through mandatory disclosure, plays the same protective role in our securities markets, …

via The CLS Blue Sky Blog

Coffee教授による2012年の証券訴訟

Professor Coffee writes:

Given this decline in both filings and settlements, how will private enforcers survive? One answer is that they are moving into related fields. A few (most notably, Grant & Eisenhofer) are specializing in representing opt outs. Others are pursing LIBOR cases, which may not involve any securities law claims. Many smaller firms seem to be specializing in “M&A” class actions in state court.

Why then is the “M&A” field so overpopulated with 5.4 lawsuits for every deal in 2012? The answer probably lies in the fact that the smaller law firm does not need a large institutional client in order to become class counsel in M&A cases. Institutional lead plaintiffs are the ticket of admission for securities class actions in federal court, but not in state court.

If we look not to the aggregate amounts recovered, but to the median and average settlement size, we find that the median settlement in securities class actions rose from \$5.9 million in 2011 to \$10.2 million in 2012―a significant 70% increase.[ix] … From this perspective, the deterrent threat may be growing (but this ignores that the likelihood of a suit has declined, as the number of filings has fallen significantly).

The SEC has become significantly more active in three categories: (1) insider trading cases …; (2) Ponzi schemes …; and (3) financial services misrepresentations and misappropriations ….

via The CLS Blue Sky Blog