This study addresses the challenge of high signal-to-noise ratios in financial sentiment analysis by introducing a hybrid, multi-stage AI framework. We combine the high-throughput capabilities of FinBERT with the deep contextual reasoning of Google Gemini to extract actionable intelligence from over 9,000,000 data points, including the U.S. Securities and Exchange Commission (SEC) filings and financial news. By applying our rigorous “Data Funnel” logic, we filter out noise from the massive dataset and surface a small set of high-conviction signals. These signals are executed on a historically dynamic universe of top S&P 500 constituents within a dollar-neutral long/short framework, integrated with macro-regime filters and technical trend confirmation. Our results over a 16-year testing period demonstrate a mean excess return of 51.02% per annum net of transaction costs, while achieving a Sharpe ratio of 1.06 and a Sortino ratio of 2.61. The significant divergence between Sharpe and Sortino ratios highlights the strategy’s positive skewness, effectively capturing upside volatility while limiting downside risk. Statistical robustness is confirmed by a Newey–West adjusted t-statistic of 4.01, indicating that the generated alpha is highly significant. This research provides a proof-of-concept for the use of Large Language Models (LLMs) as qualitative gatekeepers in quantitative finance, effectively bridging the gap between statistical NLP and human-like contextual understanding.

Perhaps the most significant debate in corporate law today is the role of the corporation in society. Do corporations have a responsibility to their employees, local communities, and other non-shareholder constituencies? On one side of the debate, there is a vocal group of critics arguing for a shareholder primacy model of governance focused on maximizing value to shareholders. On the other side, there are corporations embracing stakeholder governance and the consideration of employees, local communities, and other non-shareholder constituencies in the ordinary course of business. Modern corporate governance, however, presents a curious phenomenon: Even the most ardent supporters of stakeholders abandon their longstanding commitments during times of change, such as dealmaking and shifts in governmental power. Thus, this Article examines the question of why corporations that adopted a stakeholder governance approach in the ordinary course abandon their commitments in times of change. As a baseline matter, it analyzes the increased risks during times of change as well as lack of transparency when reneging on prosocial commitments. Notwithstanding widespread criticism of this conduct, the Article argues that such abandonment is not a complete deterioration of stakeholder governance. Rather, it demonstrates that times of change are periods of rearranging priority among those with a stake in the corporation. Each corporation will have implicitly established a hierarchy among these stakeholders in the ordinary course. During times of change there is an implicit rearranging of stakeholder claims on the corporation’s resources, attention, and time. When viewed through the lens of reprioritization of stakeholder claimants, it becomes clear that while there is a decrease overall of stakeholder considerations in times of transition, it is not an eradication entirely. The Article makes three primary contributions to the literature. First, it uses novel, hand-coded data from filings with the Securities and Exchange Commission (SEC) to examine the conflict between stakeholder treatment in the ordinary course and in times of change. Second, it advances a cohesive theory of the drivers of corporate abandonment and uncovers the potential harms of such conduct. Lastly, the Article explores the implications of this analysis on the corporate purpose debate and advances a range of doctrinal and policy proposals, such as increased disclosures, durable contractual commitments, and third-party certifications, to promote transparency and increase accountability in corporate governance.

Purpose This paper aims to evaluate whether US public companies should be required to disclose the number and percentage of shares registered outside the depository trust company’s nominee, Cede & Co. It examines how the growth of directly registered, non-Cede-owned (NCO) shares affects market transparency, float calculation, liquidity assessment and short-selling dynamics. Design/methodology/approach The study analyzes regulatory gaps in existing Securities and Exchange Commission (SEC) disclosure rules, synthesizes issuer-level evidence from recent market episodes and conducts comparative review of transfer-agent practices and state corporate-law inspection rights. It also draws on case studies – including GameStop, AMC, Express, Bed Bath and Beyond, KOSS and Trump Media and Technology Group – to illustrate how undisclosed NCO ownership affects market participants. The paper then proposes targeted amendments to Regulation S-K to standardize reporting of NCO shares. Findings Rising levels of directly registered ownership reveal a structural blind spot in SEC reporting. Because NCO shares are illiquid and unavailable for securities lending, their omission from Forms 10-K and 10-Q distorts widely used metrics such as public float and short-interest ratios. Evidence from issuers of varying size demonstrates that NCO ownership materially affects market transparency, especially when it comprises a significant fraction of outstanding shares. Standardized disclosure would improve the interpretability of market-liquidity data and strengthen investor protection. Practical implications Mandated disclosure would enable investors, analysts and regulators to more accurately assess liquidity risk, float constraints and short-selling conditions. Originality/value To the best of the authors’ knowledge, this paper is the first to evaluate the regulatory implications of NCO share disclosure and to provide a concrete, administratively feasible framework for integrating NCO reporting into existing SEC rules.

ABSTRACT The increasing volume of accounting research presents challenges in efficiently navigating and synthesizing information. We introduce AIRA—an artificial intelligence (AI)-based application developed to assist scholars in consolidating accounting research papers using generative AI models. Traditional literature review methods are time-consuming. AIRA streamlines this process with natural language prompting. To ensure the application’s reliability and usefulness, we use the design science methodology to validate it meets the designed objectives. Overall, faculty found AIRA achieves its objectives of being useful and easy to use, and they plan to continue using it in the future. A large sample of employees from the Securities and Exchange Commission (SEC) also believed the tool would be useful for their work. In examining the first 500 prompts that were entered by anonymous users, we find that it is used for literature search and retrieval, summarization of research findings, and literature review creation, among other tasks.

The Securities and Exchange Commission (SEC) reviews firms’ financial reports and issues comment letters to ensure compliance with applicable disclosure and accounting requirements. We explore the nature, determinants, and consequences of SEC comment letters that refer to information disclosed in voluntary earnings conference calls. Using hand-collected data, we document that the SEC primarily references these voluntary disclosures to illustrate insufficiencies and, less commonly, inconsistencies in mandatory filings across a wide range of topics. These letters are more likely to be issued when filing reviews are more complex, SEC staff are less resource constrained, and for firms with more institutional investors and analysts. Conference call–related comments tend to occur during higher-quality review processes and require greater remediation costs than other comments. The SEC’s use of call disclosures also leads to more pronounced changes in firms’ subsequent mandatory filings, particularly when the firm indicates agreement with SEC comments. However, we observe a mixed effect on the overall information environment, consistent with possible unintended consequences for the quality of firms’ voluntary disclosures. This paper was accepted by Suraj Srinivasan, accounting. Supplemental Material: The online appendix and data files are available at https://doi.org/10.1287/mnsc.2023.02065 .

ABSTRACT We investigate investor behavior and firm performance related to corporate restructuring announcements using a database of Securities and Exchange Commission (SEC) filings by US firms and web traffic on the SEC's website. We find that abnormal investor attention positively predicts restructuring announcements for up to 3 months prior to the announcement and attention stays elevated for at least 12 months afterward. This is true for the attention of both retail investors and mutual funds. We also find that abnormal attention from both retail investors and mutual funds prior to a restructuring announcement is positively related to long‐run abnormal returns to the firm, suggesting that some retail investors exhibit a high degree of sophistication and are not simply noise traders. Our results are consistent with investors focusing their limited attention on restructuring plans with the highest probability of restructuring success.

The intensifying geopolitical frictions between the United States and China, exemplified by the recent implementation of the ‘Chip Tax’ and advanced semiconductor export controls, are fundamentally transforming the global artificial intelligence computing power landscape. This paper examines the dual impacts of these measures through an analysis of their influence on NVIDIA’s profit structure and the simultaneous acceleration of China’s domestic substitution strategy. By adopting a mixed-methods approach that integrates quantitative financial analysis of NVIDIA’s filings with the U.S. Securities and Exchange Commission (SEC) and qualitative policy evaluation, this research reveals that U.S. restrictions have imposed substantial yet temporary financial burdens on NVIDIA. These include an inventory charge of $4.5 billion and a compression of the gross margin by 1,250 basis points in the first quarter of the fiscal year 2026. Concurrently, these policies have served as catalysts, expediting China’s development of a parallel semiconductor ecosystem. This is manifested by Cambricon’s 4,300% surge in revenue and Huawei’s Ascend 910B achieving performance close to that of H2O at 70% of the cost. The study concludes that while the ‘Chip Tax’ effectively exerts short-term pressure on established players, it inadvertently contributes to the formation of a bifurcated global technology landscape, resulting in a fragmented ‘one world, two systems’ scenario that may ultimately enhance China’s determination for technological self-sufficiency.

Regulatory independence is a foundational element of effective financial market governance, particularly in jurisdictions experiencing rapid market expansion and increasing integration with global capital flows. This article undertakes a comparative analysis of the institutional independence of the Securities and Exchange Board of India (SEBI) with that of the U.S. Securities and Exchange Commission (SEC) and the U.K. Financial Conduct Authority (FCA). It examines the constitutional and administrative dimensions of regulatory autonomy, focusing on appointment processes, enforcement powers, judicial oversight, accountability mechanisms, and susceptibility to executive influence. The study situates SEBI’s regulatory framework within India’s constitutional structure, assessing whether its extensive delegated powers are balanced by adequate safeguards against arbitrariness and regulatory capture. By drawing on comparative regulatory practices, the article identifies structural limitations in India’s current model and advances context-sensitive reform proposals aimed at strengthening SEBI’s independence without undermining democratic accountability. The analysis contributes to contemporary legal scholarship by demonstrating how regulatory independence, when constitutionally grounded and institutionally reinforced, enhances investor protection, market integrity, and regulatory credibility in emerging market economies.

Fairness and the SEC's Competing Regulatory Paradigms

Corporate Disenfranchisement 

Executive Pay Disclosure Reform: What Makes Sense Now?

Revenue Recognition at Salesforce.com, Inc

This study examined the moderating effect of capital adequacy on the relationship between ownership structure and the value of listed deposit money banks in Nigeria. Specifically, it investigated the direct effects of managerial ownership, foreign ownership, and institutional ownership on firm value measured by Tobin’s Q, while assessing the conditioning role of the Capital Adequacy Ratio (CAR). The study adopted a quantitative ex post facto research design, using panel data from 12 listed deposit money banks over the period 2015–2024. Secondary data were obtained from audited annual reports and analysed using robust panel regression techniques, with appropriate diagnostic tests to address multicollinearity, heteroskedasticity, serial correlation, and model specification. The findings revealed that managerial ownership has a positive and statistically significant effect on firm value, whereas foreign ownership has no significant effect. Institutional ownership was found to exert a significant negative influence on firm value. Although capital adequacy did not demonstrate a strong direct effect on firm value, it significantly moderated the relationship between managerial ownership and firm value, weakening its positive impact, while it did not significantly moderate the effects of foreign and institutional ownership. The study therefore recommends that the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) encourage balanced managerial equity participation to strengthen incentive alignment without fostering entrenchment; that institutional investors be subjected to strengthened stewardship and engagement requirements to enhance active governance oversight; that foreign investment frameworks prioritize strategic, long-term participation with knowledge transfer components; and that capital regulation be integrated with corporate governance reforms to ensure that prudential requirements and ownership incentives jointly enhance firm value in the Nigerian banking sector.

Corporate Goodwill

This paper examines Elon Musk's purchase of Twitter in 2022 from the combined viewpoints of corporate governance and behavioral finance. The study examines how managerial overconfidence interacted with inadequate institutional oversight throughout the transaction using a qualitative case-study approach and verified public sources, such as US Securities and Exchange Commission (SEC) filings, Refinitiv Workspace financial data, and significant media reports. The hubris theory was supported by Musk's rash offer, scant due diligence, and personal funding, while Twitter's board demonstrated a lack of independence and risk awareness. Inconsistent communication, litigation, and post-acquisition turbulence resulted from these behavioral and governance flaws that reinforced one another. According to financial data from Refinitiv, Twitter's revenue grew from USD 2.44 billion in 2017 to USD 5.08 billion in 2021, but profitability stayed negative, indicating structural fragility prior to privatization. The real costs of unbridled executive power are brought to light by the ensuing layoffs and advertiser withdrawals. The results show that executive choices are influenced by cognitive and emotional processes in addition to contractual arrangements. By demonstrating how psychological bias can erode institutional safeguards, this instance advances research in behavioral finance and governance. Additionally, it provides boards and regulators with useful advice on how to improve governance resilience against leadership-driven risks, integrate behavioral assessment, and increase transparency.

ABSTRACT This case is based on insider trading cases by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) against Martha Patricia (Patty) Bustos and Donald Blakstad. Bustos, a CPA employed as a business analyst for Illumina, Inc., passed confidential, nonpublic information of Illumina’s quarterly financial performance to Blakstad, who traded highly speculative Illumina securities before the company’s quarterly earnings announcement for a profit. In this case study, students explore how fraud theory explains the commission of a financial crime like insider trading. Students also explore the obligations related to keeping information confidential and weigh arguments for and against insider trading to develop ethical reasoning and decision-making skills. Students at accredited midwestern and Southern universities participated in this case assignment. We provide assessment information and implementation suggestions to interested instructors. JEL Classifications: M49.

This study examines the impact of capital market development and information and communication technology (ICT) adoption on the growth and sustainable development of Micro, Small, and Medium Enterprises (MSMEs) in Nigeria within the framework of the Sustainable Development Goals (SDGs). Given the critical role of MSMEs in employment creation, income generation, and inclusive economic growth, the study investigates whether capital market deepening and digital transformation significantly enhance enterprise performance and long-term viability. Using the Securities and Exchange Commission (SEC) as an institutional reference, the analysis employs the Autoregressive Distributed Lag (ARDL) cointegration approach to estimate both long-run and short-run relationships among market capitalization, ICT penetration, financial inclusion, inflation, and MSME output. The empirical findings confirm the existence of a stable long-run relationship among the variables. Capital market development exerts a positive and statistically significant effect on MSME growth, indicating that improved access to market-based financing supports enterprise expansion and productivity. ICT adoption also demonstrates a strong and significant positive impact, highlighting the role of digital technologies in enhancing operational efficiency, market access, and competitiveness. However, sustainable development indicators exhibit mixed effects on MSME outcomes, suggesting a misalignment between macro-level SDG implementation strategies and enterprise-level realities. Overall, the results underscore the importance of strengthening ICT infrastructure, deepening capital market accessibility, and promoting inclusive financial systems to enhance MSME resilience and ensure their long-term contribution to sustainable economic growth in Nigeria

Using exogenous variation in the timing and geographic location of U.S. Congressional elections, we find that the probability of Foreign Corrupt Practices Act (FCPA) enforcement actions against foreign firms increases significantly preceding senatorial elections, spiking more than 21%, with no commensurate increase for globally operating domestically headquartered firms in these same senators’ states. Using hand-collected case-level data from the Securities and Exchange Commission (SEC) and U.S. Department of Justice (DOJ), we observe that these pre-election cases tend to be weaker overall and that they are brought significantly more often against foreign firms that operate in less-important industries in the senator’s state and when they have a smaller overall U.S. presence. This spike in foreign firm targeting is accompanied by a significant spike in traditional and social media coverage coupled with sharply negative sentiment. Furthermore, these enforcement actions and media spikes are associated with electoral consequences, specifically greater vote shares and better poll results for enforcement-state senators. The FCPA enforcement actions have real impacts on firms. These include a 10% reduction in market value after enforcement actions against foreign firms and a significant decrease in credit ratings. This paper was accepted by Will Cong, finance. Supplemental Material: The online appendix and data files are available at https://doi.org/10.1287/mnsc.2023.00476 .

In many countries,Corporate Governance is adopted as a means for ensuring shareholders interest are protected. Corporate Governance Code is a blue print to achieve the objective of corporate governance.The Nigeria Corporate governance code emphasized the implementation of gender board diversity among firms. However, the World Economic Forum report on Global Gender Gap in 2024 showed that Nigeria is 125th out of 140 countries on the Global Gender Gap Index. This index showed that Nigeria is still way behind other countries in terms of gender equality and inclusion. Hence, it is essential to evaluate the implementation of the Nigerian corporate governance code in order to determine the extent of its implementation around board gender diversity. The study adopted comparative survey design. The population involved twenty-six listed firms in Nigeria. Five listed banks and five list food and beverage firms were selected using Purposive sampling technique. Data were collected from their annual financial reports (2021-2024) and data were analysed using frequency, percentage and graphs. Results showed that the Nigerian Corporate Governance Code promoted gender board diversity more in the banking industry when compared to the food and beverage industries due to the mandatory CBN 30% threshold. It means that 2022 Corporate Governance policy by the Central Bank of Nigeria (CBN) promoted gender board diversity better in the finance industry than Nigerian Corporate Governance code 2018 by security and exchange commission (SEC) in the food and beverage industry. Comparing firms in both sectors, the companies in banking sector were better than their counterpart in food and beverage industries in term of the trend of compliance among the firms. Drawing from the conclusion, regulatory agencies like Security and exchange commission (SEC) should introduce a regulatory threshold in the Nigerian Corporate Governance code 2018 in order to promote board gender diversity in the food and beverage industry.

Crypto assets have become a global phenomenon that is also growing rapidly in Indonesia, but their status remains subject to legal uncertainty. The debate over whether crypto assets should be categorized as commodities or securities has significant implications for regulatory direction, investor protection, and the stability of the national financial system. Regulation as a commodity emphasizes trade and market mechanisms, while regulation as a security focuses more on investor protection and transparency. This situation creates an urgent need for regulatory harmonization, given the potential risks arising from the lack of legal clarity, including potential investor losses, market manipulation, and weak oversight. This study seeks to examine the position of crypto assets within the Indonesian legal framework by comparing international regulatory practices, such as the stance of the Securities and Exchange Commission (SEC) in the United States and the Markets in Crypto-Assets (MiCA) regulations in the European Union. Economic Law Theory is used to understand the interaction of law with market dynamics, while Philipus M. Hadjon's Legal Protection Theory provides an analytical basis for preventive and repressive protection for investors. Furthermore, the principle of financial prudence is used as a basis for assessing the need for stronger oversight. The study's findings indicate that optimal investor protection can be achieved through clear regulations that firmly place crypto assets within the appropriate legal framework, with synergistic institutional coordination between Bappebti (Commodity Futures Trading Regulatory Agency), the Financial Services Authority (OJK), and Bank Indonesia. Going forward, comprehensive, specific regulations are essential to ensure the development of crypto assets is aligned with legal certainty, public protection, and strengthened national economic stability.