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This paper aims to provide an analysis of securities class action filings in 2017 along with related trends over time and a comprehensive current view of the securities class action landscape.

The paper details 2017 securities class actions and related trends by measures including the number and size of filings; market capitalization losses; litigation likelihood for US versus non-US exchange-listed companies; status and outcomes of filings (settled, dismissed, continuing); core versus merger and acquisition filings; individual versus institutional investors as lead plaintiffs; and concentration of class action activity by industry sector, stock exchange and court circuit.

The number of federal securities class action lawsuits filed in 2017 reached a record high for the second straight year. The jump was spurred by a sharp increase in lawsuits targeting mergers and acquisitions. The 412 securities class action filings in 2017 represented a more than 50 per cent increase from the previous record of 271 filings in 2016.

This paper details analysis by legal and industry experts.

This study investigates the relation between lawsuit attributes that support an inference of fraud and the probability and the size of securities lawsuit settlement. A sample of 607 securities lawsuits between 1996 and 2006 is used in the analysis of the probability of settlement and a subsample of 261 lawsuit settlements is used in the analysis of the size of settlement. The empirical results indicate a positive association between the probability of a settlement and accounting irregularity, SEC enforcement action and stock offer. Accounting irregularity and SEC enforcement action are also documented to be positively related to the size of the settlement. The results imply that a stock offer supports a strong inference of fraud and the presence of accounting irregularity and SEC enforcement action in a lawsuit filing strengthens the fraud allegation and increases the likelihood of a settlement. The findings also suggest that the stronger the inference of fraud, the greater the size of the settlement. The results of this study add to our understanding of the determinants of securities lawsuit settlement. Studies using securities litigation as a proxy for fraud can use the results of this study to distinguish between fraud-related and nonfraud-related lawsuits.

The purpose of this paper is to expand understanding of the current global financial crisis in light of other large‐scale financial crises.

The phenomenon of large‐scale financial crisis has not been modeled well by neo‐classical general equilibrium approaches; the paper explores whether evolutionary and complex systems approaches might be more useful. Previous empirical work and current data are coalesced to identify fundamental drivers of the boom and bust phases of the current crisis.

Many features of financial crisis occur naturally in evolutionary and complex systems. The boom phase leading to this current crisis (early 1980s through 2006) and bust phase (2007‐) are associated with structural changes in institutions, technologies, monetary processes, i.e. changing “meso structures”. Increasingly, purely financial constructs and processes are dominant infrastructures within the global economy.

Rigorous analytical predictions of financial crisis variables are at present not possible using evolutionary and complex systems approaches; however, such systems can be fruitfully studied through simulation methods and certain types of econometric modeling.

Common patterns in large‐scale financial crises might be better anticipated and guarded against. Better money‐liquidity supply decisions on the part of official institutions might help prevent economy‐wide money‐liquidity crises from turning into systemic solvency crises.

Scholars, policymakers, and practitioners might appreciate the more comprehensive evolutionary and complex systems framework and see that it suggests a new political economy of financial crisis. Despite a huge scholarly literature (organized recently as first‐ second‐ and third‐generation models of financial crises) and a flurry of topical essays in recent months, systemic understanding has been lacking.

The purpose of this study is to investigate the relation between the size of the legal penalty for fraud and CEO turnover.

Using a sample of 93 securities lawsuits that were filed in the US between 1997 and 2005, logit regression is used in the analysis of the relation between probability of CEO turnover and size of the litigation monetary penalty and ordinal logit regression is used to examine the relation between timing of CEO turnover and size of the litigation monetary penalty.

A positive association is documented between the size of the monetary penalty and the probability of CEO turnover. A larger monetary penalty is associated with earlier CEO turnover. Equity issue related securities lawsuit is associated with a higher probability of CEO turnover and an earlier CEO turnover.

The results imply that the greater the legal penalty levied on the sued firm, the more likely the CEO is considered as being complicit in the alleged fraud. A limitation of this study is that in constructing the sample, some meritorious lawsuits that may have resulted in legal penalty but were dismissed for procedural reasons were excluded. Further, the CEO turnover data did not provide sufficient information about the reason for the termination of the CEOs.

This is one of the first empirical studies to examine the relation between the legal penalty for fraud and CEO turnover in the period after the Private Securities Litigation Reform Act. This study adds to the existing literature on the consequences of financial misreporting on managers by documenting an association between the legal penalty for fraud and CEO turnover.

The purpose of this paper is to examine the demise of Enron, one of the most curious aspects of which was that on the surface it appeared to be thriving, giving no one any cause to question the company's governance structures.

The paper provides a detailed analysis of the composition of Enron's board of directors, demonstrating how directly observable traits are not the sole determinants of effective corporate governance.

The paper finds that collectively, the board's qualifications are less overt, and even more elusive are the ethics and morals that drive the governance process.

This case illustrates how ethics and morals are necessary, but that none is sufficient, to deter poor governance, and also underscores the far‐reaching impact of Enron's moral deficiencies.

To provide an analysis of securities class action filings in 2015 along with related trends over time and a comprehensive current view of the securities class action landscape.

Details 2015 securities class actions and related trends in terms of the number and size of filings; market capitalization losses; the litigation exposure of IPOs; the classification of complaints; litigation likelihood for US exchange-listed companies; resolutions (settlements, dismissals or trial verdict outcomes); timing of dismissals and settlements; filing lags; filings against foreign issuers; number of mega filings; recent rulings related to class certification; and concentration of class action activity by industry sector, stock exchange and court circuit.

The number of filings in 2015 was the largest since 2008. The Disclosure Dollar Loss Index® (DDL Index®), the Maximum Dollar Loss Index® (MDL Index®) and the number of mega filings rose sharply in 2015 after declines in 2014. The Consumer Non-Cyclical sector had the most filings in 2015 while filings against companies in the Financial sector were below historical averages. Dismissal rates appear to be trending down. The median filing lag has never been shorter than in 2015. Filings against foreign issuers remain at high levels. Filings against S&P 500 companies remained below the historical average.

Detailed analysis by legal and industry experts.

Corporate governance has attracted enormous attention both in the area of law and in the area of financial economics. In comparative corporate governance studies, many people have devoted their energy to find a best corporate governance model. I argue that a functional analysis does not support the view that there is a single best corporate governance model in the world. I further use the transplantation of an English style takeover law into China to show that the importation of foreign law is not always based on careful analysis whether the imported foreign law is the best in the world. Furthermore, I use the subsequent adjustment of the transplanted English takeover law in China to show that the imported foreign law is subject to local political and economic conditions. If there is no best corporate govern model and the transplantation of foreign law into other countries with different social and political background does not achieve similar objectives, the search for a best corporate governance model is misguided. Just as tort law or constitutional law regimes may have diversified models, so do corporate governance regimes in countries with different historical, social and political backgrounds.

Following the Supreme Court’s 1988 decision in Basic, securities class plaintiffs can invoke the “rebuttable presumption of reliance on public, material misrepresentations regarding securities traded in an efficient market” [the “fraud-on-the-market” doctrine] to prove classwide reliance. Although this requires plaintiffs to prove that the security traded in an informationally efficient market throughout the class period, Basic did not identify what constituted adequate proof of efficiency for reliance purposes.

Market efficiency cannot be presumed without proof because even large publicly traded stocks do not always trade in efficient markets, as documented in the economic literature that has grown significantly since Basic. For instance, during the recent global financial crisis, lack of liquidity limited arbitrage (the mechanism that renders markets efficient) and led to significant price distortions in many asset markets. Yet, lower courts following Basic have frequently granted class certification based on a mechanical review of some factors that are considered intuitive “proxies” of market efficiency (albeit incorrectly, according to recent studies and our own analysis). Such factors have little probative value and their review does not constitute the rigorous analysis demanded by the Supreme Court.

Instead, to invoke fraud-on-the-market, plaintiffs must first establish that the security traded in a weak-form efficient market (absent which a security cannot, as a logical matter, trade in a “semi-strong form” efficient market, the standard required for reliance purposes) using well-accepted tests. Only then do event study results, which are commonly used to demonstrate “cause and effect” (i.e., prove that the security’s price reacted quickly to news – a hallmark of a semi-strong form efficient market), have any merit. Even then, to claim classwide reliance, plaintiffs must prove such cause-and-effect relationship throughout the class period, not simply on selected disclosure dates identified in the complaint as plaintiffs often do.

These issues have policy implications because, once a class is certified, defendants frequently settle to avoid the magnified costs and risks associated with a trial, and the merits of the case (including the proper application of legal presumptions) are rarely examined at a trial.

Purpose – This chapter traces the creation of a market for strategy by management consulting firms during the second half of the twentieth century in order to demonstrate their impact in shaping debates in the subject and demand for their services by corporate executives.

Design/methodology/approach – Using historical analysis, the chapter draws on institutional theory, including institutional isomorphism. It uses both primary and secondary data from the leading consulting firms to describe how consultants shifted from offering advice on organizational structure to corporate strategy and eventually to corporate legitimacy as a result of the changing economic and regulatory environment of the time.

Findings/originality/value – This study provides a historical context for the emergence of corporate and competitive strategy as an institutional practice in both the United States and around the world, and provides insights into how important this history can be in understanding the debates among consultants and academics during strategy's emergence as an academic subject and practical application.