As prediction markets expand and trading volumes reach record levels, rigorous insider-trading surveillance is not optional; it is essential to the credibility, integrity, and long-term viability of the industry. Platforms that fail to build surveillance systems tailored to prediction markets risk importing equity-market concepts in ways that are incomplete, ineffective, or misleading. Effective surveillance must account for the distinctive structure of these markets by looking beyond trades placed shortly before large price moves, conducting ex post reviews of unusually profitable positions after contracts settle, applying flexible measures of materiality tied to trader-level gains and losses, and adjusting win-rate analysis to reflect the probabilities implied by contract prices. If prediction markets are to grow into trusted, durable, and well-functioning markets, incumbents and new entrants alike must treat the detection and deterrence of insider trading as a core market-design obligation.

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For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC) has offered foreign companies substantial accommodations such as exemptions from quarterly reporting, exemptions from the requirement to quickly disclose material events on Form 8-K, and exemptions from reporting changes in beneficial ownership on Form 4. In a new paper, we document how dramatically the FPI population has changed over the last two decades.

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The evidence shows that Delaware Senate Bill 21 was driven by a manufactured corporate crisis built on misleading claims by its proponents about the supposed threat of corporations fleeing Delaware. Supporters of SB 21 portrayed Delaware’s corporate franchise as being in immediate jeopardy, invoking warnings of a mass “DExit,” declining incorporations,  lost jobs, and invoking the prospect of higher state taxes—including a sales tax—and threats to pensions, medical care, education, and other essential services unless SB 21 was passed. I examine these claims against the available evidence. There is zero evidence of any crisis of reincorporation, let alone one that would put the people of Delaware at risk. Delaware caps corporate franchise taxes at $250,000. So each corporation that reincorporates from Delaware to another jurisdiction results in a tax loss equivalent to less than 0.004% of the state’s $6.6 billion. Rather than ram through a corporate-lawyer wish list that benefits their clients, I hope Delaware’s Legislature and new Governor will stop to ask whether this is the most “urgent” thing they need to do for the people of Delaware.

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Large, seemingly well-timed stock sales by executives at Pfizer, Moderna and others have garnered significant attention. The companies quickly defended their executives by pointing out that many of these stock sales were preplanned, according to a “10b5-1 plan.” In theory, these plans allow insiders who are not in possession of material non-public information to commit to a series of trades well in advance of market-moving events and provide “safe harbor” against violations of securities laws. If used as intended, these plans provide corporate insiders with a tool to trade their shares and obtain liquidity without raising legal concerns. But like any tool, these plans can be misused. Our research shows that the recent examples are the tip of the iceberg.

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Current rules still allow executives to time their share sales to maximize gains.  Caroline Crenshaw, SEC Commissioner, and Daniel Taylor, Associate Professor of Account at The Wharton School see a “cooling off period” as one solution.

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Co-authored with a dozen law faculty authoring in support. Discusses how an individual can use FIFO methods and modern computing technology to trace the flow of securities using bluesheet and CAT feeds.

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Discusses how academic experts can aid courts and promote judicial efficiency.

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Co-authored with a dozen law faculty authoring in support. Discusses how an individual can use FIFO methods and modern computing technology to trace the flow of securities using bluesheet and CAT feeds

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Co-authored with six other law faculty authoring in support. Discusses how management engineered short squeezes can be considered a form of market manipulation.

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Lead author; 30 academics authoring in support. Discusses valuation and compensation issues surrounding SPACs.

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Lead co-author. Discusses how executives’ knowledge of pre-arranged stock sales during the class period can influence their decision-making, even though the sales themselves were arranged prior to the class period.

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We ask that the SEC amend Rule 144 in light of changes in securities-offering practices and the Supreme Court’s consideration of Slack v. Pirani, addressing Section 11 liability in direct listings. Specifically, the Commission should amend Rule 144 such that, upon the effectiveness of a registration statement, holding periods are reset to the later of: (1) 90 days or (2) the next 10-Q or 10-K.

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We ask that the Commission develop rules to require public companies to disclose sufficient information to allow investors to assess the extent to which firms invest in their workforce.

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Our petition urges the Commission to do the following. First, initiate prompt HFIAA rulemaking. The Act raises several important interpretive and practical questions that should be decided transparently by the Commission itself, not through informal Staff communications. Second, extend Section 16(a) reporting to beneficial owners of more than 10% of an FPI’s equity securities. At a minimum, if the SEC is to take the view that 10% owners are exempt from HFIAA it should do so through considered, Commission-level action, not Staff-level guidance. Third, the HFIAA authorizes the Commission to exempt a person or security from the Act’s requirements only if the “Commission determines that the laws of a foreign jurisdiction apply substantially similar requirements to such” person or security. We identify three considerations that should inform Commission determinations as to whether a foreign jurisdiction’s insider-trading disclosure rules are “substantially similar” for purposes of the Act and hence warrant an exemption.

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We ask that the SEC amend Rule 144 in light of changes in securities-offering practices and the Supreme Court’s consideration of Slack v. Pirani, addressing Section 11 liability in direct listings. Specifically, the Commission should amend Rule 144 such that, upon the effectiveness of a registration statement, holding periods are reset to the later of: (1) 90 days or (2) the next 10-Q or 10-K.

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We ask that the Commission develop rules to require public companies to disclose sufficient information to allow investors to assess the extent to which firms invest in their workforce.

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We analyze NYSE’s proposal to eliminate the requirement that close-end funds (“CEFs”) hold annual shareholder meetings (“Proposal”). Our economic analysis leads us to conclude that the Proposal would harm all three elements of the SEC’s mission­­—investor protection, market efficiency, and capital formation. By disenfranchising shareholders of their right to an annual vote on the business and governance of a CEF, the Proposal would make it more difficult for shareholders to hold CEF management accountable for poor performance or self-interested decisions. In turn, the Proposal would make it more difficult for the CEF market to function—impeding market efficiency, reducing capital formation, and harming investors.

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We support the Commission’s proposal to modernize Form 144. Under the current rule, 99.3% of Form 144s are filed on paper every year (over 700,000 from 2001 to 2020). The Commission’s current practice is to retain hard copies of these paper filings for 90 days in the Commission’s Public Reading Room in Washington DC and not post them on EDGAR (see Exhibit 1 for an example of a Form 144). This arcane practice would be of little consequence if the information contained in Form 144s was of no interest to investors; on the contrary, the demand for information on these Form 144s is sufficiently high that data providers regularly visit the Reading Room to scan, digitize, and disseminate Form 144s to corporate clients. As a result, data on over 700,000 Form 144s is available from third-party data providers (e.g., The Washington Service and Thomson/Refinitiv) but not EDGAR. In effect, the Commission has created a two-tiered disclosure system that makes “public disclosure” accessible to large institutional clients, but inaccessible to individual investors. The Proposal would end this practice by mandating Form 144 be filed electronically on EDGAR.

Paper filings do not protect investors, do not promote efficient and fair markets, and do not promote capital formation. Electronic reporting does all three––it ensures the public, capital providers, and the Commission have timely access to information about officers’ and directors’ transactions and data on their associated 10B5-1 plans.

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We provide analysis and comments with the intent of helping the SEC identify issuers that have filed an annual report containing an audit report by a public accounting firm that is located in a foreign jurisdiction where the PCAOB is unable to inspect or investigate the audit. We identify 226 issuers that meet the non-inspection criteria as defined within the HFCA Act, and an addition 44 issuers with unique situations that may require additional guidance from the SEC. These issuers have a combined market cap. in excess of $2 trillion. We also analyze and discuss current issuer disclosures relating to the inability of the PCAOB to inspect the issuer’s audits, and find that issuers are generally not providing the detailed disclosures necessary to comply with the HFCA Act.

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We comment on the Securities and Exchange Commission’s (the “Commission”) proposed Amendments to the Accelerated Filer and Large Accelerated Filer Definitions. We provide comments and analysis relating primarily to the Request for Comments in Sections II.E and III.D of the proposed Amendments (“Proposal”). Our comments relate to the provisions of the Proposal that would eliminate internal control audits required under Section 404(b) of the Sarbanes-Oxley Act for companies with annual revenue less than $100 million. Part I provides comment on the central premise of the Proposal. Part II provides comments on various aspects of the Commission’s economic analysis. Although it might be socially desirable to encourage investment, and research and development, we believe there are ways to do so without sacrificing oversight.

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We comment on the SEC’s Proposed Reporting Threshold for Institutional Investment Managers (“Proposal”). We estimate the cost savings from the Proposal are economically small, and amount to 0.004% (0.008%) of assets under management for the average (median) affected filer, and 0.02% of assets for the smallest filer. This small cost savings needs to be weighed against the potentially large costs to investors and others created by eliminating a public disclosure that they heavily use. We analyze the usage patterns of the EDGAR system, and specifically the frequency of Form 13F downloads from EDGAR. Our analysis suggests the investing public and other stakeholders are strongly interested in the information in Form 13F filings, particularly those of affected filers, and that exempting such institutions from filing Form 13F would deprive the market of useful information.

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