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This book is an attempt to provide a systematic, comprehensive, and in-depth examination of the theories, policies, and practicalities of securities and capital markets regulation. It analyzes the regulation of the process of raising capital in public offerings and private placements of securities, which is governed primarily by the Securities Act of 1933, and the regulation of trading and trading venues, which is governed by the Securities Exchange Act of 1934. It also focuses on market manipulation and insider trading as well as on issues of market structure. As other books that I wrote, it is designed to be neutral, current, functional, concise and clear. I believe this book will challenge your preconceptions, broaden your horizons, and leave you with a greater appreciation of the complexity of the subject, for, among others, the following reasons: (i) Rather than advocating for one particular viewpoint, after carefully researching and analyzing a wide range of sources, including the surrounding context of the most important cases, I have taken a neutral approach to ensure that the information presented is unbiased and trustworthy, making it an ideal starting point for anyone looking to gain a deeper understanding of the most disputed theories and views on the securities and capital markets regulation. (ii) The rise of crypto-assets offerings and decentralized finance, high-frequency trading, dark pools, and new sophisticated typologies of market manipulation and insider trading has brought new complexities and dramatic transformations, raises questions about market fairness, transparency, and accountability, and threatens to undermine the very foundations of securities and capital markets regulations. Crypto-assets and offerings of crypto-assets, in particular, have challenged and breathed new life into the importance of the Howey and Reves tests in assessing the nature of security (or non-security) of instruments, contracts, transactions and schemes. (iii) This book considers the economic principles that underpin the functioning of the capital market, including market efficiency, supply and demand dynamics, and pricing mechanisms, and in so doing allows a deeper understanding of the critical issues shaping the modern capital markets. It is in fact, to some extent, a mixture of law, public policy, and economics.
This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
The financial system and its regulation have undergone exponential growth and dramatic reform over the last thirty years. This period has witnessed major developments in the nature and intensity of financial markets, as well as repeated cycles of regulatory reform and development, often linked to crisis conditions. The recent financial crisis has led to unparalleled interest in financial regulation from policymakers, economists, legal practitioners, and the academic community, and has prompted large-scale regulatory reform. The Oxford Handbook of Financial Regulation is the first comprehensive, authoritative, and state of the art account of the nature of financial regulation. Written by an international team of leading scholars in the field, it takes a contextual and comparative approach to examine scholarly, policy, and regulatory developments in the past three decades. The first three parts of the Handbook address the underpinning horizontal themes which arise in financial regulation: financial systems and regulation; the organization of financial system regulation, including regional examples from the EU and the US; and the delivery of outcomes and regulatory techniques. The final three Parts address the perennial objectives of financial regulation, widely regarded as the anchors of financial regulation internationally: financial stability, market efficiency, integrity, and transparency; and consumer protection. The Oxford Handbook of Financial Regulation is an invaluable resource for scholars and students of financial regulation, economists, policy-makers and regulators.
The Oxford Handbook of Banking, Second Edition provides an overview and analysis of developments and research in banking written by leading researchers in the field. This handbook will appeal to graduate students of economics, banking and finance, academics, practitioners, regulators, and policy makers. Consequently, the book strikes a balance between abstract theory, empirical analysis, and practitioner, and policy-related material. The Handbook is split into five parts. Part I, The Theory of Banking, examines the role of banks in the wider financial system, why banks exist, how they function, and their corporate governance and risk management practices. Part II deals with Bank Operations and Performance. A range of issues are covered including bank performance, financial innovation, and technological change. Aspects relating to small business, consumer, and mortgage lending are analysed together with securitization, shadow banking, and payment systems. Part III entitled Regulatory and Policy Perspectives discusses central banking, monetary policy transmission, market discipline, and prudential regulation and supervision. Part IV of the book covers various Macroeconomic Perspectives in Banking. This part includes a discussion of systemic risk and banking and sovereign crises, the role of the state in finance and development as well as how banks influence real economic activity. The final Part V examines International Differences in Banking Structures and Environments. This part of the Handbook examines banking systems in the United States, European Union, Japan, Africa, Transition countries, and the developing nations of Asia and Latin America.
Provides an in-depth overview of the Federal Reserve System, including information about monetary policy and the economy, the Federal Reserve in the international sphere, supervision and regulation, consumer and community affairs and services offered by Reserve Banks. Contains several appendixes, including a brief explanation of Federal Reserve regulations, a glossary of terms, and a list of additional publications.
Volume 1A covers corporate finance: how businesses allocate capital - the capital budgeting decision - and how they obtain capital - the financing decision. Though managers play no independent role in the work of Miller and Modigliani, major contributions in finance since then have shown that managers maximize their own objectives. To understand the firm's decisions, it is therefore necessary to understand the forces that lead managers to maximize the wealth of shareholders.
The Oxford Handbook of Banking, Second Edition provides an overview and analysis of developments and research in banking written by leading researchers in the field. This handbook will appeal to graduate students of economics, banking and finance, academics, practitioners, regulators, and policy makers. Consequently, the book strikes a balance between abstract theory, empirical analysis, and practitioner, and policy-related material. The Handbook is split into five parts. Part I, The Theory of Banking, examines the role of banks in the wider financial system, why banks exist, how they function, and their corporate governance and risk management practices. Part II deals with Bank Operations and Performance. A range of issues are covered including bank performance, financial innovation, and technological change. Aspects relating to small business, consumer, and mortgage lending are analysed together with securitization, shadow banking, and payment systems. Part III entitled Regulatory and Policy Perspectives discusses central banking, monetary policy transmission, market discipline, and prudential regulation and supervision. Part IV of the book covers various Macroeconomic Perspectives in Banking. This part includes a discussion of systemic risk and banking and sovereign crises, the role of the state in finance and development as well as how banks influence real economic activity. The final Part V examines International Differences in Banking Structures and Environments. This part of the Handbook examines banking systems in the United States, European Union, Japan, Africa, Transition countries, and the developing nations of Asia and Latin America.
In the aftermath of the 2008 global financial crisis, many governments are seeking ways to improve their banking regulation systems in the interests of both economic health and consumer protection. Among the globally competitive countries that withstood the crisis with no significant disruption, Israel stands out, suggesting that other countries might benefit from an in-depth analysis of its banking system. This is the first book in English to provide such an analysis, emphasizing the crucial balance between prudential regulation and conduct of business regulation, which in Israel are both regulated by the same agency, unlike the ‘Twin Peaks’ model that prevails in other market-based economies. With recommendations that are highly applicable to many countries, the book examines a broad range of issues that are of current concern to the banking community worldwide. Among these issues are the following: – the architecture of financial regulation; – nationalization and privatization of banks; – conflicts of interest in the banking system resulting from universal banking; – problems of concentration and lack of competitiveness in the banking system; – the growing power of institutional investors and their entry into traditional banking activities; – mechanisms for recovery and resolution in the event of a bank failure; – new models of banking regulation, such as self-regulation and contractual regulation; and – bank consumer protection, complaint handling and redress. Even though the book focuses on Israeli banking regulation, its detailed attention to the development of a suitable supervisory model is of immeasurable international value for regulators, lawyers, bankers, academics, and business people who are in any way connected to the banking world; particularly following the 2008 crisis and its devastating effects. It is sure to be of service as many jurisdictions continue to search for optimal tools designed to prevent another such crisis.
The central role of the housing market in the recent recession raised a series of questions about similar episodes throughout economic history. Were the underlying causes of housing and mortgage crises the same in earlier episodes? Has the onset and spread of crises changed over time? How have previous policy interventions either damaged or improved long-run market performance and stability? This volume begins to answer these questions, providing a much-needed context for understanding recent events by examining how historical housing and mortgage markets worked—and how they sometimes failed. Renowned economic historians Eugene N. White, Kenneth Snowden, and Price Fishback survey the foundational research on housing crises, comparing that of the 1930s to that of the early 2000s in order to authoritatively identify what contributed to each crisis. Later chapters explore notable historical experiences with mortgage securitization and the role that federal policy played in the surge in home ownership between 1940 and 1960. By providing a broad historical overview of housing and mortgage markets, the volume offers valuable new insights to inform future policy debates.