Priming transactions have been increasing in frequency during the current pandemic restructuring cycle.  Priming usually involves the debtor shifting collateral and assets away from their core lending group to support new tranches of debt that are structurally or directly senior to their existing lenders.  Holders who are not included in the priming tranche are left with their investments further underwater and their restructuring options more limited if the priming “fix” doesn’t turn the debtor’s business…

Despite their popularity[1] and growing importance in U.S. capital markets,[2] exchange traded funds (ETFs) are incredibly difficult (at times even impossible) to accurately compare side-by-side.  In a new article, I show how a variety of discretionary industry practices undermine simple “apples to apples” comparisons in ETFs. Comparative challenges are compounded by the limitations of disclosure and the ability of investors to understand the information disclosed. For instance, there is significant diversity in…

On September 1, 2020, Judge Marie S. Weiner of the San Mateo County, California Superior Court held that an exclusive federal forum provision was enforceable under California law. See Wong v. Restoration Robotics, Inc., No. 18CIV02609 (Cal. Super. Ct., Sept. 1, 2020). This is the first California decision to evaluate the enforceability of a Delaware charter provision requiring shareholder claims under the Securities Act of 1933 (Securities Act) to be brought exclusively in federal court…

Whenever I talk to economists, since I cannot awe you with a fancy equation, I have to start with a bad joke.  It is a knock-knock joke, which is especially hard to pull off when trying to physically distance.  “Knock, knock.”  “Who’s there?”  “Economist.”  “Economist who?” “I kin’ o’ missed you too!”  It is a really bad joke, but I really do miss having you all here at the SEC in person and hope that…

Corporate boards are charged with the critical tasks of assessing top management performance and making compensation and dismissal decisions.  Moreover, boards serve as a valuable source of advice and counsel to top management.  While board members tend to be highly talented individuals, they make decisions collectively as a group.  The quality of board decisions is, therefore, likely to be materially influenced by group dynamics.  While the topic of group dynamics has been extensively studied by…