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Is Everything Securities Fraud?

papers.ssrn.com

31–40 of 115 posts

Re: Is Everything Securities Fraud?

#31
post #26

This is probably showing up because it showed up in Matt Levine’s newsletter which returned today. In the newsletter, Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which alread…

"Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which already belongs to the shareholders." This may be a romantic notion that I misunderstand but isn't there a mechanism wherei…

[deleted]

Re: Is Everything Securities Fraud?

#32

Earlier quoted context omitted.

A securities fraud lawsuit against a company because the work environment is toxic reminds me of the movie Unforgiven. For those unaware, the movie starts with a cowboy disfiguring a prostitute with a knife because she laughed at him. After the incident, the guy who manages the brothel is financially compensated since he had invested money in bringing the prostitute to his place of business, money which he will presu…

Economists like to talk about "utility" and the common good with their theories, but they tend to only measure money so unless you can put a price tag on it it is invisible to economists. The wellbeing of a prostitute is one of those things that has no market. The same is largely true of toxic workplace behavior. There is a tertiary effect from potential lawsuits, but those are almost impossible to price into a busin…

> Economists like to talk about "utility" and the common good with their theories, but they tend to only measure money

Yeah, that's the problem. The economic notion of value weights according to wealth while the moral notion of value does not. It's absolutely scandalous that we let economists conflate the two.

Feed a starving kid in Africa? Zero economic value. The kid doesn't have money. Figure out how to merge together a bunch of megacorps to build a monopoly, raise prices, reduce quality, and make the lives of millions strictly worse? The market will ejaculate capital all over your value-creating endeavor.

Re: Is Everything Securities Fraud?

#33
post #26

This is probably showing up because it showed up in Matt Levine’s newsletter which returned today. In the newsletter, Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which alread…

"Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which already belongs to the shareholders." This may be a romantic notion that I misunderstand but isn't there a mechanism wherei…

> This may be a romantic notion that I misunderstand but isn't there a mechanism wherein I, an aggrieved (citizen/neighbor/bystander/victim) can buy a single share in a public company and then, as a shareholder, speak and/or protest at the annual meeting

Yes.

> and cause all manner of discomfort, public reckoning,

No.

The etiquette is to let people speak their piece while the board looks concerned, but as far as I know there have never been any actual consequences from this.

Re: Is Everything Securities Fraud?

#34

Earlier quoted context omitted.

> The wellbeing of a prostitute is one of those things that has no market. Sure it can. Everyday institutions make calculations that assign a standard monetary value to a human life.[1] And it's not just the market, the government and policymakers do it all the time as well.[2] Heck, you even put a value on your own life. Do you drive the latest car model and live in a house that was built in the last two years? If n…

That's not a measure of your wellbeing though. Usually they just assume that if you have more money you'll be happier. Maybe a fancy car will increase your happiness, but there is no unit of measure you can divide the purchase price of that mid-life crisis car by. The value of a life is roughly how much money they would have made if they had lived until some arbitrary end date. Happiness doesn't figure into it at all…

That isn't how the various things called "value of a life" are calculated.

The Wikipedia article linked above describes some ways to do it, and if you look at them you will see that with one exception they are not estimating, nor trying to estimate, expected future earning power or anything like it. (Though that might affect the answer.)

The first approach they describe: take N people and ask each of them how much they would pay to reduce their chance of dying in the next year by 1/M. Then the average of M times this figure is the group's estimate of the value of their lives. (The description in the article simplifies the calculation by taking N=M, but there is no need to.)

The second approach: look at what people are willing to forgo in order to reduce their chance of dying a bit, or willing to increase their chance of dying a bit in order to have. If you're willing to increase your chance of dying by X in order to get Y, that suggests you value your life at no more than (the value to you of Y) / X. Look at lots of different X and take some sort of average of the resulting estimates.

The third approach is looking at future earnings. The page adds this caveat: "Another potential issue when using wages to value life is that the calculation does not take into account the value of time that is not spent working, such as vacation or leisure."

The fourth approach is more or less the same as the first.

It's obvious that aside from the second these are not the same as a person's future earnings. And we shouldn't expect them to be; people generally value other things about their future lives besides the money they may earn.

(A kinda-artificial example that I think makes the point. Suppose the following things happen: 1. Economic growth stops or slows sufficiently that no one expects investments to grow appreciably an more. 2. You get rich. 3. You retire, intending to supply your needs and wants simply by spending some of your mountain of cash. In this situation your expected future income is zero. But I bet you would still be willing to pay something to reduce your chance of early death.)

Also, though this is a less important point: Life insurance is not only for paying off some fraction of your theoretical lifetime income. E.g., you can buy life insurance policies even after you have retired, even if you have no income. Obviously one reason why you would buy life insurance is to make up for loss of future income; but it could be e.g. that one thing you do is to care for other family members, and that if you died they would need someone else to do that who would need paying, and if you were buying life insurance that would be something you would take into account.

Re: Is Everything Securities Fraud?

#35

Heads up – the linked article has not been peer reviewed yet: “Preliminary draft January 5, 2021–Please do not cite or circulate.”

Only a few law journals do traditional peer review. Most law review articles are reviewed by law review editors, who are law students in their second and third years, not law professors.

In any case, you rightly point out that the author marked this private and preliminary. It's not a crazy idea. Nobody outside academe looks at SSRN ... until they do.

Re: Is Everything Securities Fraud?

#36

This is probably showing up because it showed up in Matt Levine’s newsletter which returned today. In the newsletter, Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which alread…

Excerpt from paper which was interesting

> Finally, managers often pursue conduct that harms outside victims (whether by shoddy manufacturing, false advertising, or negligent safety measures) in order to bolster their share price. The fact that investor lawsuits under these circumstances are likely to be more successful and lucrative may reinforce shareholders’ potential preference for managers to continue externalizing costs to third parties, on the assumption that if the management is not caught, their shares will increase in value, and if the management is caught, they will be able to recoup at least some of their losses through settlements after the fact.

> [...] Moreover, securities class action settlements generally “target the wrong party for sanctions;”83typically, the firm pays the settlement while the manager who actually committed the fraud is, at worst, fired.

Re: Is Everything Securities Fraud?

#37
post #34

Earlier quoted context omitted.

That's not a measure of your wellbeing though. Usually they just assume that if you have more money you'll be happier. Maybe a fancy car will increase your happiness, but there is no unit of measure you can divide the purchase price of that mid-life crisis car by. The value of a life is roughly how much money they would have made if they had lived until some arbitrary end date. Happiness doesn't figure into it at all…

That isn't how the various things called "value of a life" are calculated. The Wikipedia article linked above describes some ways to do it, and if you look at them you will see that with one exception they are not estimating, nor trying to estimate, expected future earning power or anything like it. (Though that might affect the answer.) The first approach they describe: take N people and ask each of them how much th…

If you ask a billionaire how much they’re willing to spend to save their life (or significantly improve their health) and you ask someone with a $1000 dollars in their bank account, is the answer to that question measuring the worth of a life or how much that capital is worth? Very wealthy people would be more willing to trade wealth for health/happiness whereas poorer people are less willing to make that trade off since they need that capital for more basic necessities (eating, rent, having kids, etc).

Re: Is Everything Securities Fraud?

#38

Earlier quoted context omitted.

Economists like to talk about "utility" and the common good with their theories, but they tend to only measure money so unless you can put a price tag on it it is invisible to economists. The wellbeing of a prostitute is one of those things that has no market. The same is largely true of toxic workplace behavior. There is a tertiary effect from potential lawsuits, but those are almost impossible to price into a busin…

> Economists like to talk about "utility" and the common good with their theories, but they tend to only measure money Yeah, that's the problem. The economic notion of value weights according to wealth while the moral notion of value does not. It's absolutely scandalous that we let economists conflate the two. Feed a starving kid in Africa? Zero economic value. The kid doesn't have money. Figure out how to merge toge…

I am an economist, and I have no idea what you're talking about.

Re: Is Everything Securities Fraud?

#39
post #26

This is probably showing up because it showed up in Matt Levine’s newsletter which returned today. In the newsletter, Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which alread…

"Matt disagrees with one of the conclusions drawn in the paper that shareholders have a perverse incentive to invest in companies that do bad things because they are compensated their loses when the stock goes down. He disagrees because their are compensated with money that the company has which already belongs to the shareholders." This may be a romantic notion that I misunderstand but isn't there a mechanism wherei…

It does and it doesn’t. Can you go to the shareholder meeting and speak? Sure. But your time will probably be limited and if you ask something contentious you’re likely to get a politicians non-answer.

For anything more meaningful you would need to meet one of the three criteria of Exchange Act Rule 14a-8 which the SEC recently “modernized”.[1] It used to be a requirement that a shareholder own $2,000 or 1% of the outstanding shares in order to bring a proposal. The new Rule is you must own $2,000 or 1% of the outstanding shares for three or more years in order to bring a proposal. There’s also criteria for a shareholder to bring a proposal in a shorter amount of time if they own a higher dollar amount of shares but I believe the shortest time period under the new rule is one year.

So one share probably isn’t going to cut it for most public companies other than AMZN and Berkshire Hathaway.

And even if you meet the requirements to bring a shareholder proposal it would very likely require advanced notice which is a whole big thing. Especially if management doesn’t agree with whatever it is you’re trying to do.

So I guess the answer is no, securities law is a lot more paperwork and a lot less exciting than in the movies.

[1]https://www.sec.gov/news/press-release/2020-220

Edit: It just occurred to me that your question about standing at a shareholder meeting is different from the topic of the article which is private lawsuits alleging securities fraud. Management’s duty is to the shareholders (collectively) so the “own one share” question doesn’t really apply the same way. You’d need to show that you purchased or sold the security in reliance on the fraudulent information (or undisclosed information).

Re: Is Everything Securities Fraud?

#40
post #34

Earlier quoted context omitted.

That's not a measure of your wellbeing though. Usually they just assume that if you have more money you'll be happier. Maybe a fancy car will increase your happiness, but there is no unit of measure you can divide the purchase price of that mid-life crisis car by. The value of a life is roughly how much money they would have made if they had lived until some arbitrary end date. Happiness doesn't figure into it at all…

That isn't how the various things called "value of a life" are calculated. The Wikipedia article linked above describes some ways to do it, and if you look at them you will see that with one exception they are not estimating, nor trying to estimate, expected future earning power or anything like it. (Though that might affect the answer.) The first approach they describe: take N people and ask each of them how much th…

All of those are still just asking "how much is your life worth in dollar terms?" Not "how happy are you". The assumption is the more money you're willing to spend to stay alive the happier you must be.

> Also, though this is a less important point: Life insurance is not only for paying off some fraction of your theoretical lifetime income. E.g., you can buy life insurance policies even after you have retired, even if you have no income. Obviously one reason why you would buy life insurance is to make up for loss of future income; but it could be e.g. that one thing you do is to care for other family members, and that if you died they would need someone else to do that who would need paying, and if you were buying life insurance that would be something you would take into account.

If you have no income you can't buy life insurance. How would you pay for it?

Retirement income is still income. You're still buying insurance to provide that income in the event you die before your dependents. It should be noted however that those polices tend to be very expensive as the insurance company calculates that you may not be paying into it for very long before they have to start paying out.

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