Antitakeover Statutes: Nevada Considers Rejecting Revlon & Unocal

As introduced, SB 203 includes the following statements of legislative intent:

Except in the limited circumstances set forth in NRS 78.139, an exercise of the respective powers of directors or officers of a domestic corporation, including, without limitation, in circumstances involving a change or potential change in control of a corporation, is not subject to a heightened standard of review.

The standards promulgated by the Supreme Court of Delaware in Unocal Corporation v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), and their progeny have been, and are hereby, rejected by the Legislature.

via DealLawyers

Banks’ equity-research operations are in decline

The equity-research industry was already in trouble. Trading profits at banks have declined since the financial crisis, so they have had to cut costs. Estimates from Frost Consulting show that research budgets at major investment banks have fallen from a peak of $8.2bn in 2008 to $4bn in 2016 (see chart). Headcount seems to be falling, too. Coalition, a research firm, estimates that research jobs at banks have fallen by about 10% since 2012, roughly in line with the decline of front-office jobs as a whole. Moreover, the trend in the industry is towards increased use of “passive” investment funds that simply track a market index. So the demand for research services is in secular decline.

Equity research will not disappear entirely, in part because the industry performs other functions. Surveys have shown that investors are less interested in researchers’ exact forecasts or analysis than in their general industry knowledge. Moreover, much of equity research is actually about “corporate access”, ie, connecting investors with company managers. Fielding phone calls and acting as chaperones may not be as glamorous as publishing market-moving reports. But they are at least labour-intensive activities. Top analysts will still be valued, as will those specialising in niche fields. Independent research firms will benefit. But fund managers will have to do more of their own analysis. And persuading investors to pay for mediocre research will be harder.

William W. Bratton, The Separation of Corporate Law and Social Welfare (2017)

It is often said today that, as a matter of economics, shareholder value enhancement proxies as social welfare enhancement. But my essay shows the association to be false. It is also said that shareholding has been democratized, aligning the shareholder interest with that of society as a whole. But this proposition also is false. Although more people have interests in shares, the shareholder interest retains substantially the same upper bracket profile that characterized it at the end of World War II.

Corporate law, thus separated from social welfare, today provides a framework well-suited to attainment of shareholder objectives, which in fact have been realized for the most part. If the practice continues to evolve in this mode, the field of corporate law can be expected to fall away from public policy margin and evolve as a narrow private law domain.

via Columbia Law School

Suresh Nallareddy, Robert Pozen & Shivaram Rajgopal, Consequences of Mandatory Quarterly Reporting: The U.K. Experience (2017)

… We exploit the start of mandatory quarterly reporting by the Financial Conduct Authority (FCA) in 2007 and the end of the requirement in 2014 in the United Kingdom to examine corporate and capital market behavior. After imposition of mandatory quarterly reporting in 2007, we find (i) a dramatic decline in the number of companies that issue reports with quantitative information (defined as including both sales and earnings numbers for the quarter); (ii) a substantial increase in companies announcing managerial guidance for the upcoming year’s earnings or sales; and (iii) an increase in analyst following for all sample companies. However, using a difference-in-differences analysis, we find that the imposition of mandatory quarterly reporting has virtually no impact on firms’ investment decisions. Companies that voluntarily moved back from quarterly to semi-annual reporting after 2014 have experienced a reduction in analyst coverage, but no detectable increases in their levels of corporate investments.

via Oxford

Landon Thomas, Jr., At BlackRock, Machines Are Rising Over Managers to Pick Stocks, New York Times, March 28, 2017

On Tuesday, BlackRock laid out an ambitious plan to consolidate a large number of actively managed mutual funds with peers that rely more on algorithms and models to pick stocks. …

Some $30 billion in assets (about 11 percent of active equity funds) will be targeted, with $6 billion rebranded BlackRock Advantage funds. These funds focus on quantitative and other strategies that adopt a more rules-based approach to investing.

“The democratization of information has made it much harder for active management,” Mr. Fink said in an interview. “We have to change the ecosystem — that means relying more on big data, artificial intelligence, factors and models within quant and traditional investment strategies.”

The free dividend fallacy could be costing you

  • The free dividend fallacy could be costing you

We show that many individual investors, mutual funds and institutions trade as if dividends and capital gains are separate disconnected attributes, not fully appreciating that dividends come at the expense of price decreases. Behavioral trading patterns (e.g. the disposition eect) are driven by price changes excluding dividends. Investors treat dividends as a separate stable income stream, holding high dividend-yield stocks longer and displaying less sensitivity to their price changes. Demand for dividends is systematically higher in periods of low interest rates and poor market performance, leading to high valuations and lower future returns for dividend-paying stocks. Investors rarely reinvest dividends into the stocks from which they came, instead purchasing other stocks. This creates predictable marketwide price increases on days of large aggregate dividend payouts, concentrated in stocks not paying dividends.


Marc Bellemare writes:



via himaginary氏

Leidos, Inc. v. Indiana Public Retirement System

Kevin LaCroix:

The U.S. Supreme Court has agreed to take up a case that will address a recurring issue that has arisen in the securities class action litigation arena – that is, whether or not the alleged failure to make a disclosure required by Item 303 of Reg. S-K is an actionable omission under Section 10(b) and Rule 10b-5.

Thomas O. Gorman:

The Supreme Court agreed to hear another securities case this week. Leidos, Inc. v. Indiana Public Retirement System, No. 16-581. … Leido , a securities class action based on Exchange Act Section 10(b) and Rule 10b-5 thereunder, presents the following question, according to the Petition for a Writ of Certiorari: “Whether the Second Circuit erred in holding – in direct conflict with the decisions of the Third and Ninth Circuits – that Item 303 of SEC Regulation S-K creates a duty to disclose that is actionable under the Section 10(b) . . .” of the Exchange Act.



フォックスが引用したテキサス大学のダニエル・ハマーメッシュ*1の2013年のJournal of Economic Literature論文によると、主要誌に掲載された理論系論文の割合は、1983年のピーク時には6割程度に達していたが、2011年には3割を切ったとのことである。低下のかなりの割合は1993年までに起きているが、その明らかな理由の一つはパソコンの普及である、とフォックスは述べている。その後のインターネット時代の到来と資料のデジタル化によって、公表データをそのまま使うのではなく独自にデータを加工した研究が増え、それが1993年以降の実証系研究の増加の殆どであった、とフォックスは言う。またフォックスは、実験経済学の研究が増えていることも指摘している。

via himaginary氏