This dissertation consists of three essays which examine topics at the intersection of law and finance. The first essay investigates the role of regulatory sanctions and reputational damage in financial markets. We study the impact of the announcement of enforcement of financial and securities regulation by the UK’s financial regulators on the market price of penalized firms. We find that reputational sanctions are very real: their stock price impact is on average almost 9 times larger than the financial penalties imposed. Furthermore, reputational losses are confined to misconduct that directly affects parties who trade with the firm (such as customers and investors). In the second essay we analyze the costs and benefits associated with secured creditor control in bankruptcy. We do it by studying the highly contested practice of UK pre-packs, where a deal to sell the business is agreed before publicly entering into bankruptcy. Contrary to widespread criticism that this procedure leads to collusion, we find no evidence of exploitation of conflict of interests and we find that it preserves the value of the business and maximizes recovery in circumstances in which a public announcement of bankruptcy would destroy value. In small businesses where secured creditors are concentrated the benefits of their control seem to outweigh the costs. Finally, in the last essay we examine whether mandatory shareholder voting prevents wealth destruction in corporate acquisitions. We study the UK setting where all large transactions must have shareholder approval. We observe that such Class 1 transactions always get consent. Nevertheless, there is a striking difference between the performance of acquirers between Class 1 and other transactions. The finding is most pronounced for transactions in a narrow neighbourhood of the size threshold, and is robust to a large set of controls for confounding effects.

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This thesis seeks to examine the status of retail investors’ protection in the Hellenic legal order, under the light of EU law; focusing on investment firm failure as a result of tort, it investigates whether the EU and Hellenic normative systems aim at and achieve effective protection of retail investors. It explores in particular the issue of ex lege liability of compensation schemes and the issue of non-contractual liability of supervisory authorities. In case of intermediary failure the minimum protection is awarded by EU law in the form of ex lege compensation does not establish a coherent system, and the legal status of retail investors vis-à-vis depositors remains uncertain in many respects. The ECJ has denied application of the acquis on individual protection to depositors in Peter Paul, with regard to non-contractual liability of supervisors, but the application of its reasoning in the area of investment services is doubtful. The new EU finance law and architecture does not fundamentally affect these conclusions. On the other hand, retail investor protection may validly be considered as an autonomous aim of finance law in the Hellenic legal order. Despite inefficiencies connected also to the structure of relevant EU rules transposed, and despite the incoherence of the various national rules on the liquidation of financial intermediaries and the operation of compensation schemes –in particular with regard to claim verification– yet effective protection of retail investors may a priori be achieved through the existing national judicial mechanism. This dynamic is demonstrated by recent case-law on protection of retail investors in the context of ex lege compensation; yet it seems to lessen in the area of non-contractual liability of supervisors. Even though ex lege immunity of supervisors has been denied by case-law, the effectiveness of protection has been mitigated by the strict substantive criteria formulated.

Financial markets, where companies are characterized by a separation of ownership from control and interactions are opaque to a large majority of uninformed investors provide a fertile ground for executives to conduct practices that push the ethical boundaries of accepted and expected behavior. Furthermore, some practices such as tunneling of funds in business groups and backdating of executive's stock option grants exhibit remarkable proliferation among many disparate actors, ones who will argue for the merits of these practices even after they are exposed. In this dissertation I examine the antecedents of widely practiced financial frauds, processes that lead to what I call "legitimized unethicality"- unethical behavior that gains credence among perpetrators while remaining clearly illegal to outsiders. In chapter 1 I look at skewed investments of mutual funds in affiliated companies when these go public, highlighting how shared ownership over financial and non financial companies can lead mutual funds to transfer funds from savers who's portfolios they manage to the business group to which they belong. In chapter 2 I examine the diffusion pattern of stock option backdating among executives in the United States, where co-location (both spatial and temporal) creates clusters of bad behavior among clients of audit firms. I isolate a key "agent of diffusion" that gives credence to the practice of stock option backdating- the local office of the companies' auditor and show, using multiple methods, that this geographical concentration of backdating is the result of heterogeneous acceptance of backdating among local auditors and is dependent on the level of competition among the local offices of these auditors. In the third chapter I turn to look at the social characteristics that promote adoption of stock option backdating and show that this practice is adopted by those executives who experience a gap between their realized compensation and the expected compensation level when comparing to their peers. Backdating is therefore one form of catching up to perceived "fair" levels of compensation. Together these papers demonstrate that some unethical practices can gain legitimacy by perpetrators, and spread widely among them, while remaining clearly unethical to outsiders until exposed.

Humboldt-Univ., Diss.--Berlin, 2008. / Includes bibliographical references and index.

Abstract/ Modern Types of Derivatives and its Reflection in the Positive Law The purpose of my thesis is to provide an introduction to modern types of derivatives and analyze its regulation in the positive law of the Czech Republic. The reason for my research is an absence of literature on modern types of derivatives in the Czech language, as well as the fact that the legal nature of derivatives remains still unclear. The thesis is composed of four chapters. Chapter One provides an introduction into derivatives in general. It deals with the notion of derivatives and classifies them as an innovative instrument of the capital market. It also tries to analyze various definitions of derivatives, and although it concludes that there is no ideal, all-encompassing definition of derivatives, existing definitions usually give fairly good idea about what the derivatives are. Chapter One further deals with the regulation of derivatives in the Czech law (importantly, its tries to rebut an opinion that derivatives fall under the regulation of hazardous activities), it focuses on economic function of derivatives (namely hedging and speculation), it explains and justifies the division of derivatives into "classic" and "modern" or "exotic" derivatives, and finally it describes the main types of classic derivatives and its...

This dissertation examines three topics in law and finance. In Chapter 1, I show that consumers are more likely to keep a repayment promise they make themselves. When a scheduling conflict prevents a borrower from attending a mortgage closing, a Power of Attorney (POA) empowers a third party to sign the documents promising that the borrower will repay the loan. POAs arise after loan terms are locked in, making POA and non-POA loans virtually indistinguishable. Comparing within-borrower and within-property, I link POAs to greater delinquency and foreclosure. Loan performance data show that POAs are uncorrelated with cash flow shocks but reflect reduced promise-keeping conditional on financial distress. Consistent with prior work on salience and personal responsibility, promise-keeping is higher for loans serviced by the originating lender. Financial intermediation may play an important role in consumer lending. In Chapter 2, using a unique episode in which the SEC distributed securities disclosures to some investors before the public, we study the impounding of private information into stock prices. Because the delay between the private and public release of the information was random, our setting offers a rare natural experiment for studying how markets process private information. As theory predicts, speculators seem to smooth out the price impact of their trading, and more information is impounded into prices during the expected rather than the actual delay before the information becomes public. Finally, we document investor overreaction when already-stale filings are publicly released. Finally, in Chapter 3, we use quantitative data to show a systematic relationship between the appointment of a hedge fund nominated director to a certain corporation and an increase in informed trading in that corporation’s stock (with the relationship being most pronounced when the fund’s slate of directors includes a hedge fund employee). From a governance perspective, activist hedge funds represent a new and potent force in corporate governance. This is the first attempt to investigate whether the activist hedge fund also imposes new agency costs through widened bid/ask spreads and informed trading. We assembled a data set of 475 settlement agreements, between target companies and activist funds relating to the appointment of fund nominated directors, from 2000 and 2015, in order to focus on what happens once such a fund-nominated director goes on the board.

This dissertation explores the role of law in the financial development of an emerging economic country. Its main proposition is that law plays a fundamental part in both the construction and the subsequent failure of a financial system, in addition to the function of reducing frictions and distortions in order to maintain the orderly running of the market. The dissertation illustrates the aforementioned proposition with an in-depth case study of the Asian Financial Crisis (AFC) which was initially rooted in the Thai financial sector. Aided by the analytical paradigm offered by Legal Theory of Finance, it parses the legal and institutional aspects of the rapidly developing financial markets in Thailand and her investing partners. This allows the ensuing Crisis to be seen from the previously underexplored institutional underpinning of the volatile financial cycle which characterized the region at the time. Subsequently, the dissertation employs the same intellectual framework in order to explain the post-crisis reform initiatives and their systemic implications for the regional financial architecture under the auspices of the Association of the South East Asian Nations. This dissertation cuts across a number of disciplines: law and finance, law and economic development, financial and banking regulation, international financial law, to name but a few.

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