Publications

Article

The Effect of Enforcement Transparency: Evidence from SEC Comment-Letter Reviews

By: Jonas Heese, Miguel Duro and Gaizka Ormazabal

April 2022
Supplement

MicroStrategy: Accounting for Cryptocurrency (B)

By: Jonas Heese and Annelena Lobb

In early 2022, the technology firm MicroStrategy unveiled a series of letters with the SEC that questioned its accounting practices around its holdings of Bitcoin. Since 2020, the firm had shifted its strategy to include not just selling software but buying and holding... View Details

Keywords: Cryptocurrency; Bitcoin; Holding Structures; SEC; Accounting; Finance; Financial Strategy; Technology Industry

December 23, 1999
Article

SEC Expected To Step-Up Search For Restructuring Charge, Revenue Recognition and Materiality Abuses

By: David F. Hawkins

Keywords: Governance; Money

Article

Is ‘Not Guilty’ the Same as ‘Innocent’? Evidence from SEC Financial Fraud Investigations

By: Eugene F. Soltes and David H. Solomon

When the Securities and Exchange Commission (SEC) investigates firms for financial fraud, investors learn about the investigation only if managers disclose it, or regulators sanction the firm. We investigate the effects of such disclosures using confidential records on... View Details

Keywords: Financial Fraud; Corporate Disclosure; Performance; Outcome or Result

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2014
Other Unpublished Work

The SEC and Capital Markets in the 21st Century: Evolving Accounting Infrastructure for Today's World

By: Robert G. Eccles and Jean Rogers

Keywords: Sustainability; Accounting

October 2018 (Revised October 2019)
Case

Rio Tinto vs. the Securities and Exchange Commission

By: Aiyesha Dey, Krishna G. Palepu and Sarah Gulick

2013
Chapter

Who Chooses Board Members?

By: Ali Akyol and Lauren Cohen

We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) to explore the nomination of board members to US publicly traded firms. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often... View Details

Keywords: Boards; Boards Of Directors; Executive Search Firms; Governance; SEC Regulation; Governing and Advisory Boards; Management Succession; Executive Compensation

February 2019 (Revised September 2019)
Case

Theranos: The Unicorn That Wasn't

By: Joseph B. Fuller and John Masko

In 2003, 19-year-old Elizabeth Holmes founded a startup dedicated to making blood testing easier and more affordable. By 2015, her company, Theranos, was worth $9 billion. It boasted a star-studded board and contracts with national pharmacy and supermarket chains... View Details

Keywords: Theranos; Blood; Lab Testing; Fraud; Holmes; Balwani; Shultz; Carreyrou; Securities And Exchange Commission; Food And Drug Administration; FDA; SEC; Health Testing and Trials; Corporate Accountability; Organizational Culture; Misleading and Fraudulent Advertising; Crime and Corruption; Entrepreneurship; Medical Devices and Supplies Industry

June 2021
Article

Does the Freedom of Information Act Foil the Securities and Exchange Commission's Intent to Keep Investigations Confidential?

By: Braiden Coleman, Kenneth Merkley, Brian Miller and Joseph Pacelli

The Securities and Exchange Commission (SEC) has a long-standing policy to keep formal investigations confidential. In this study, we examine the extent to which compliance with the Freedom of Information Act (FOIA) provides investors with information about ongoing SEC... View Details

Keywords: Securities And Exchange Commission (SEC) Investigations; Freedom Of Information Act (FOIA); Exemption Denials

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18 Oct 2004
Research & Ideas

The Bias of Wall Street Analysts

interactions between sell-side analysts and managers at the firms they cover. Thus, the effectiveness of recent SEC and exchange regulations appears to have impacted the observed level of optimism. To the extent that overall optimism is... View Details

Keywords: by Ann Cullen; Financial Services

August 2004 (Revised May 2005)
Background Note

Process of "Going Public" in the United States, The

Summarizes the process of going public: the steps for SEC approval, the role of the SEC, and the roles of major players such as underwriters and printers. View Details

Keywords: Going Public; United States

December 1990 (Revised November 1992)
Case

Anheuser-Busch and Campbell Taggart

In 1984, the SEC accused Paul Thayer and eight others of insider trading. Some of Thayer's inside information came from his position on the board of Anheuser-Busch, where he had learned about Busch's 1982 merger with Campbell Taggart before the merger was publicly... View Details

Keywords: Crime and Corruption; Ethics; Capital Markets; Manufacturing Industry; Food and Beverage Industry; United States

November 1992 (Revised November 1993)
Case

Anheuser-Busch and Campbell Taggart (Abridged)

In 1984, the SEC accused Paul Thayer and eight others of insider trading. Some of Thayer's inside information came from his position on the board of Anheuser-Busch, where he had learned about Busch's 1982 merger with Campbell Taggart before the merger was publicly... View Details

Keywords: Crime and Corruption; Ethics; Capital Markets; United States

2013
Other Unpublished Work

How ISS Dictates Equity Plan Design

By: David F. Larcker, Ian D. Gow, Allan McCall and Brian Tayan

Proxy advisory firms have long been known to influence the voting decisions of institutional investors. Now, a growing body of evidence suggests that they also influence company decisions in equity plan design. Should shareholders and the SEC be concerned? View Details

Keywords: Voting; Institutional Investing; Corporate Governance

2017
Working Paper

What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management

By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan

Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals... View Details

Keywords: Voting; Business and Shareholder Relations

SSRN

July 2021
Case

'Why I Blew the Whistle': Mauro Botta v. PwC

By: Aiyesha Dey, Jonas Heese and Sarah Mehta

Set in April 2021, this case tells the story of Mauro Botta, a senior manager at PricewaterhouseCoopers (PwC). In 2016, Botta filed a whistleblower claim with the U.S. Securities and Exchange Commission, alleging that PwC had failed to fulfill its obligations to remain... View Details

Keywords: Accounting Audits; Financial Reporting; Financial Statements; Ethics; Fairness; Moral Sensibility; Values and Beliefs; Governance; Corporate Governance; Accounting Industry; United States; California; San Jose

March 2004 (Revised May 2004)
Case

Governance Reform at MCI

By: Lynn S. Paine and Bridget Gurtler

Richard Breeden proposed corporate governance reforms for MCI. Breeden is a former chairman of the SEC who was a court-appointed "corporate monitor" for the troubled company (formerly WorldCom). The company must adhere to the proposals unless excused by a court order. View Details

Keywords: Corporate Governance; Restructuring; Insolvency and Bankruptcy; Business or Company Management; Management Teams