This week, the authors of SEC Enforcement in the PIPE Market: Actions and Consequences are presenting their paper at the CFA-FAJ-Schulich Conference on Fraud, Ethics and Regulation. Their work discusses the SEC’s early 2000s reforms affecting the PIPE (private investment in public equity) market. The SEC intended these reforms to “reduce the opportunities for investor stock price manipulation.” This article contends (and the paper hints) that the SEC’s efforts to crack down on this price manipulation not only had unintended deleterious effects on the PIPEs market but also had little impact on the intended target of the reforms—investor exploitation of companies seeking PIPE capital. [More]

It is not every day someone says they want to be sued in federal court. But, in fact, Mr. Rajat Gupta, a former board member at Goldman Sachs and Procter & Gamble, is doing just that. Mr. Gupta sued the Securities and Exchange Commission claiming that the SEC cannot pursue their current administrative case against him because such a case would need to be brought in federal court. Recently, the SEC delayed Mr. Gupta’s administrative case for at least 6 months. Not only is this bizarre case legally fascinating but it places the potency of a section of the monumental finance-reforming Dodd-Frank Act under siege. [More]

Currently, the Australian government is considering the merits of a proposed takeover by the Singapore Exchange Limited (SGX) of the Australian Stock Exchange (ASX). The over-$8 billion deal has the goal of creating a dominant force in the Asian-Pacific region and a globally-salient exchange. In fact, the merged exchange would “create the world’s fifth-largest market operator by share value.” The discussion should be focused on the viability of the merger, especially the potential impact on investors, the region, and the world. Debates about the pros and cons would seemingly be productive to decide whether or not the deal would be the right path to take in regards to the ASX, an exchange that some say would become “irrelevant” without merging with SGX. The talks since the merger was proposed have devolved however to the levels of political infighting. In the current scrum of the Australian Parliament, a few themes have emerged as the hot issues, specifically: Singapore’s human rights record, the breakdowns of representation and ownership of ASX-SGX exchange, and Australian national interest. In deciding whether to combine exchanges should these concerns play a dominant role in evaluation and discussion over the raw data on the viability and projections for the combined exchanges? [More]

On September 2, 2010, 3G Capital announced that it planned to acquire Burger King Holdings. The deal itself is valued between $3 billion and $4 billion with 3G currently working on the tender offer of $24 per share for the company’s outstanding shares. With Burger King being the world’s second largest hamburger fast-food chain, it was not difficult for 3G to find financing for this highly-leveraged buyout. However, is 3G truly ready to tackle Burger King’s problems? [More]