Research

SEC Rule 14a-8 Shareholder Proposals: No-Action Requests, Determinants, and the Role of SEC Staff 

Journal of Accounting and Public Policy 

[Listen to an AI-generated podcast-based overview of this paper here]

Under SEC Rule 14a-8, shareholders can petition management to include a topic for vote on the annual proxy statement. In response, management may request no-action relief from the Securities and Exchange Commission (SEC) staff to exclude unwelcome proposals. Using a sample of 3,040 no-action letters from the SEC between 2008 and 2019, I examine the determinants of the SEC staff’s decision to grant no-action relief. I find that legal characteristics, pressures on the staff, and proposal attributes have a statistically significant association with the SEC’s decision. Beyond these factors, I find evidence individual SEC staff members differ in the likelihood that they grant no-action relief. On average, these staff members appear to add value, as evidenced by a positive market response to their decisions, but this favorable valuation effect is concentrated among relatively more experienced staff.

• Discussed with SEC Commissioner Peirce (10/21/25)

Media Mentions:

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Compliance with Ongoing Financial Reporting Mandates: Field Experimental Evidence on the Decision to Issue an Annual Report (w/ Riley League)  

[Listen to an AI-generated podcast-based overview of this paper here, Most recent draft available here]

Using the Regulation Crowdfunding market, we examine why managers comply with ongoing financial reporting mandates. While incentives motivating compliance are often masked by high regulatory risk, in our setting enforcement is historically absent. We show that despite manager awareness of reporting obligations and investor demand for financial reports, over half of managers fail to file their annual report, with only 28 percent filing timely. Using rich offering-level data, we find compliance is associated with external monitoring, potential economic benefits, and low disclosure costs, though the predictive power of these factors is low. Exploiting a field experiment, we show that compliance increases by 20 percent in response to messages emphasizing the regulatory risk of non-compliance but find no detectable effect of messages emphasizing economic benefits. Our results provide insights into why managers comply with financial reporting mandates, informing the design of a more cost-effective reporting regime.

• Discussed with SEC Division of Trading and Markets and Office of Small Business Policy (5/12/26)

• Cited by SEC Commissioner Peirce at the Regulated Investment Crowdfunding Summit (10/22/25)

• Discussed with SEC Commissioners Peirce and Uyeda (10/21/25)

• Discussed with SEC Staff from the Office of the Investor Advocate and the Office of the Advocate for Small Business Capital Formation (10/22/24)

• Included in the Accounting and Finance Field Experiments (AFFE) working paper series

Media Mentions:

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Navigating the Fog of Entrepreneurial Finance: Multi-Level Derivative Uncertainty Faced by Early-Stage Investors and the Contingent Value of Analyst Certification (w/ Greg Fisher)  

[Listen to an AI-generated podcast-based overview of this paper here, Most recent draft available here]

Uncertainty is a defining challenge of entrepreneurship, particularly among early-stage investors who confront “derivative uncertainty”: unlike entrepreneurs, who manage uncertainty through real-time adaptation, investors must commit capital based on the disclosures and adaptive capacity of others. This generates a fundamental information and agency asymmetry that is acute in opaque markets populated by resource-constrained retail investors, such as the US equity crowdfunding (ECF) market. Using ECF as a laboratory, we develop and test a multi-level framework using a unique dataset of professional analyst reports to examine how derivative uncertainty at environmental, venture, and investor levels shapes the value retail investors derive from third-party certification of new ventures. We find that analyst reports increase investor awareness of new ventures and that investors integrate recommendations into capital commitments; a one-unit increase in favorability is associated with a 35–46% increase in weekly investment pledging. Critically, this integration effect is contingent. Reliance on analyst recommendations intensifies as derivative uncertainty rises, and is indistinguishable from zero when it is low. Furthermore, recommendations correlate with indicators of future firm success. This study contributes to research on entrepreneurial finance, uncertainty, information intermediation, accounting, and ECF by showing that signal utility is contingent on the derivative uncertainty of the decision environment.

• Discussed with SEC Commissioner Peirce (10/21/25)

Media Mentions:

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The Cost of Financial Disclosure for Start-Up Firms: An Examination of Regulation Crowdfunding Offering Closures (w/ Riley League) 

[Listen to an AI-generated podcast-based overview of this paper here, Contact for draft]

While there exists a vast literature exploring the benefits of mandated financial disclosure, few have documented the direct cost of issuing financial statements. Using a sample of start-up firms where the costs and benefits of financial reporting may be most material, we examine entrepreneurs’ willingness to sacrifice further invested capital during a securities offering in order to avoid preparing updated financial statements. First, we show a dramatic increase in offering closures immediately before their deadline to file updated financials. Then, we estimate a model of entrepreneurs’ offering closure decisions to recover the distribution of reporting costs. We find that 64% of issuers are willing to close their offering at least one month early to avoid reporting, with 34% of issuers willing to close at least six months early. In the aggregate, these results indicate financial statement reporting requirements for Regulation Crowdfunding issuers have reduced the amount of investment in this market by at least $57 million.

• Discussed with SEC Commissioners Peirce and Uyeda  (10/21/25)

Employee Board Representation and Firm Investment 

[Listen to an AI-generated podcast-based overview of this paper here, Contact for draft]

I examine whether employee board representation (EBR) affects firm investment. On the one hand, employee knowledge may improve the monitoring of and information available to managers when making investment decisions. On the other hand, misalignments between shareholders and employees may result in intentional investment distortions. Using German co-determination laws mandating EBR of firms with over 500 domestic employees, I study if the level of investment and its sensitivity to investment opportunities is affected by EBR. I find EBR decreases the level of firm investment, but does not impact investment sensitivity to opportunities. While I find no evidence to suggest EBR investment reductions are explained by divergent employee-shareholder risk preferences, my results suggest incentive misalignment may influence EBR investment reductions when employees face labor insecurity. These results provide timely feedback to policy makers as they consider legislation mandating EBR in the United States (U.S.).

When to Raise Capital from the Crowds: A Survey of Equity Crowdfunding Founders (w/ Brian Miller & Rosh Sinha)

A long-run view of the SEC’s regulation of shareholder proposals (w/ James Cox & Matt Kubic)

Pearson, N. C., A. Byun McKay with J. Ballanco, H. Hoyd, G. Burke and S. Lamauro. 2010. Emergent Properties: Interdisciplinary Team Teaching in Literature and Biology. Currents in Teaching and Learning 2: (2), 79-88.