Simona Mola

Simona Mola coheads Cornerstone Research’s corporate governance practice. Dr. Mola consults on contractual disputes, regulatory proceedings, and securities class actions involving corporate governance, financial reporting, cryptocurrency, and executive compensation issues. In securities litigation, she has extensive experience with disclosure and due diligence requirements, tracing, and price impact issues. Dr. Mola leads teams to support clients and experts across all phases of litigation, including deposition and trial.

Dr. Mola has over two decades of experience in consulting, government, and academia. She served as assistant director and senior policy advisor at the U.S. Securities and Exchange Commission (SEC). At the SEC’s Division of Economic and Risk Analysis (DERA), she led and developed economic analyses for high-profile rulemakings and policy projects related to disclosure requirements, capital formation, corporate governance and executive compensation, auditing, broker-dealers, and credit rating agencies.

Before joining the SEC, Dr. Mola was an assistant professor of finance at Arizona State University. She has published research in the Accounting Review, the Journal of Financial Economics, the Journal of Financial and Quantitative Analysis, and the Journal of Behavioral Finance. Dr. Mola regularly presents at domestic and international conferences, and she has been honored with two best paper awards.

Corporate governance

As cohead of Cornerstone Research’s corporate governance practice, Dr. Mola leverages her expertise developed at the SEC and in academia. She consults on diverse corporate governance matters, including:

• Analyzing merger and acquisition (M&A) deal processes and transactions, including matters before the Delaware Court of Chancery
• Assessing complex cross-border tender offer customs and practices, particularly U.S. tender offers involving companies organized under international law
• Analyzing governance structures and allocation of authority during private-to-public transitions, including de-SPACs (special purpose acquisition companies) and traditional IPOs
• Examining senior corporate officers’ and controlling shareholders’ fiduciary duties in a public company context
• Assessing breaches of contract across a range of agreements—such as warrant, license, and employment contracts—and conducting empirical analyses of their typical negotiation, structure, and enforcement
• Developing economic frameworks to assess the rationale for limited liability and its role in corporate law and finance, especially in the context of veil-piercing and alter ego analysis

Securities – Disclosures and due diligence

In the context of securities class actions, Dr. Mola consults on disclosure and due diligence issues related to Sections 10(b) and 11 of the Securities Act. Her representative work includes:

• Examining initial public offering (IPO) and secondary offering processes for disclosure drafting, review, and verification
• Conducting empirical studies of disclosure practices among comparable companies and evaluating communication flows and internal processes, including the role external advisors play in determining disclosures
• Assessing periodic disclosure practices by foreign private issuers and domestic issuers listed in U.S. markets, specifically analyzing alleged misrepresentations related to short- and long-term guidance provided to the investment community, risk factors, trends and uncertainties, and key performance indicators (KPIs) in management’s discussion and analysis (MD&A) disclosures
• Analyzing due diligence and disclosure processes, including evaluation of potential red flags, in the context of contested mergers between public companies
• Evaluating due diligence practices in securities offerings, focusing on the processes and role of underwriters in achieving legal compliance

Securities tracing

Dr. Mola has consulted on tracing issues under Section 11 of the Securities Act, providing expertise at the class certification, merits, and damages stages. Her contributions have led to favorable client outcomes, including dismissals, settlements, and reductions in class periods and damages claims. She has coauthored an article that distills key lessons on tracing from recent matters. Her work includes:

• Analyzing tracing issues across a range of issuances (e.g., underwritten offerings, direct listings, IPOs, follow-on offerings, business combinations, etc.) of different securities, including common stock, ADSs, bonds, and other instruments
• Addressing opposing arguments related to tracing and market mechanics by working in close coordination with counsel, managing discovery requests, and ensuring analyses are technically rigorous
• Supporting a successful motion to dismiss in Cupat v. Palantir Technologies Inc. et al., demonstrating that the fundamental structure of modern securities trading makes secondary market tracing infeasible

Securities price impact

Dr. Mola evalutes analyst reports to assess how alleged misrepresentations or omissions are discussed, recognizing analysts’ dual role in the market. Her expertise includes:

• Determining whether and how analysts address alleged misrepresentations or omissions
• Assessing analysts’ economic incentives to provide value-relevant information for investor decision-making

Cryptocurrency

Dr. Mola has served as a consulting expert to entrepreneurs, investors, and other industry participants on economic issues related to cryptocurrencies, initial coin offerings (ICOs), and other blockchain use cases. She has also published on Bitcoin, cryptocurrency, and other FinTech issues. Her experience includes:

• Assessing the value proposition of blockchain businesses, including the growth potential of their ecosystems and the incentive alignment of their token economies
• Evaluating trading patterns, governance arrangements, and industry practices to assess allegations of manipulation or misconduct
• Supporting experts in analyzing economic, financial, and operational issues across both traditional and emerging markets