Law Commons^™

Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes

Faculty Journal Articles and Book Chapters

In 2022, Elon Musk publicly announced that he would purchase Twitter after acquiring a five percent stake in the company. His failure to report this acquisition—and the company’s failure to notice—allowed Musk to continue purchasing stock at a deflated price, costing the company more than $156 million. After the signing of a merger agreement, the details of the transaction caused wild fluctuations in Tesla’s stock price. Musk’s complaints about the management of Twitter and the existence of bots on the platform led Twitter’s stock to also drop in value, as did Musk’s attempts to withdraw from the transaction. Even after …

Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Journal Articles and Book Chapters

This Article discusses how a subgenre of retail investors makes investors’ apathy obsolete. In prior work, we dub this genre of retail investors “wireless investors” for their reliance on technology and online communications. By applying game theory, this Article discusses how wireless investors’ global-scale online communications allow them to circulate information and coordinate, obliterating collective action problems.

(Un)Corporate Crypto-Governance, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Public blockchain protocols face a serious governance crisis. Thus far, blockchain protocols have followed the path of early Internet governance. If the architects of blockchain protocols are not careful, they may suffer a similar fate — increasing governmental control, greater centralization, and decreasing privacy. As blockchain architects begin to consider better governance structures, there is a legal movement underway to impose a fiduciary framework upon open source software developers. If the movement succeeds, the consequences for open source software development could be dire. If arbitrarily imposed upon blockchain communities without consideration of variances among communities or the reality of how …

Conceptualizing Cryptolaw, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Sweden transfers its real property recording system to the blockchain, a software protocol that enables public, cryptographically secure transaction verification without reliance upon a trusted third party. Dubai plans to issue blockchain-based government documents. The United States Department of Health and Human Services investigates blockchain-based systems for managing health data. Illinois explores blockchain-based applications for use in the Illinois government. News of governments and public-private partnerships developing blockchain-based legal applications increasingly splash across the headlines; however the law-makers using blockchain and other Distributed Ledger Technology (DLT) systems to implement legal processes do not systematically consider the broader implications of their …

Distributed Governance, Carla L. Reyes, Nizan Geslevich Packin, Bejamin Edwards

Faculty Journal Articles and Book Chapters

Distributed ledger technology enables disruption of traditional business organizations by introducing new business entities without the directors and officers of traditional corporate entities. Although these emerging entities offer intriguing possibilities, distributed entities may suffer significant collective action problems and expose investors to catastrophic regulatory and governance risks. Our essay examines key considerations for stakeholders and argues that distributed entities must be carefully structured to function effectively.

This essay breaks new ground by critically examining distributed entities. We argue that a distributed model is most appropriate when DLT solves a unique corporate governance problem. We caution against ignoring the lessons painstakingly …

Moving Beyond Bitcoin To An Endogenous Theory Of Decentralized Ledger Technology Regulation: An Initial Proposal, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Current regulation of decentralized ledger technology leaves industry actors in confusion, facing high risk, and confronting significant disincentives to innovate. This Article argues that an endogenous regulatory approach offers an avenue for alleviating these obstacles while still providing sufficient tools for government oversight. In particular, this Article proposes regulation that is endogenous at two levels: first, in that it is created through an iterative, cooperative process involving both regulators and industry actors, and second, that it is implemented as regulation-through-code, that is, regulation written into the code itself. In so doing, this Article also investigates whether successful implementation of such …

Promising To Be Prudent: A Private Law Approach To Mortgage Loan Regulation In Common-Interest Communities, Julia Patterson Forrester Rogers, Jerome Organ

Faculty Journal Articles and Book Chapters

This Article explores one possible private law prescription that may help common-interest communities avoid the financial disaster associated with foreclosure epidemics-a financing restriction that would limit (1) the ability of any homeowner in a common-interest community to borrow excessively against the value of her home, and (2) the ability of lenders to make loans that a homeowner does not have the ability to repay. Part I of this Article begins in the Great Depression with a discussion of Neponsit Property Owners' Association v. Emigrant Industrial Savings Bank, w exploring how the case both fostered the development of common-interest communities and …

Misbehavior And Mistake In Bankruptcy Mortgage Claims: Some Caveats Regarding The Porter Study, Gregory S. Crespi

Faculty Journal Articles and Book Chapters

This Article reviews the comprehensive empirical study of the bankruptcy mortgage foreclosure process conducted by Professor Katherine Porter and subsequently published in 2008 in the Texas Law Review. The results of her study, which analyzed 1,768 proof of claim submissions filed in a sample of 1,733 Chapter 7 bankruptcy proceedings, strongly suggest that there is a pervasive failure on the part of mortgage creditors to meet all of the formal documentation requirements for filing such bankruptcy claims. This documentation failure arguably impedes many mortgage debtors or bankruptcy trustees from reviewing these claims for their accuracy.

Porter's conclusion that the itemization …

Mortgage Modification And Strategic Behavior: A Contrarian Interpretation Of The Countrywide Financial Corporation Settlement, Gregory S. Crespi

Faculty Journal Articles and Book Chapters

Christopher Mayer, Edward Morrison, Thomas Piskorski and Arpit Gupta of Columbia University have recently published in the Law and Finance eJournal a comprehensive study demonstrating the significant impacts on strategic default rates of the widely publicized Countrywide Financial Corporation settlement of 2008. While their study is comprehensive and carefully done, their implicit assumption that strategic defaults are something to be discouraged rather than encouraged, a position that I have criticized in my earlier work, undercuts the usefulness of their work for policy guidance. From their perspective the Countrywide settlement provides a cautionary tale about difficult trade-offs to be faced in …

The 'Santiago Principles' And The International Forum Of Sovereign Wealth Funds: Evolving Components Of The New Bretton Woods Ii Post-Global Financial Crisis Architecture And Another Example Of Ad Hoc Global Administrative Networking And Related 'Soft' Rulemaking?, Joseph J. Norton

Faculty Journal Articles and Book Chapters

Beginning in the latter part of 2007, the proposed establishment of Chinese and Russian Sovereign Wealth Funds ("SWFs") sparked considerable governmental, intergovernmental and private financial and business sector interest in, and countervailing concerns as to, SWFs. This concern evolved into a growing realization that the cumulative asset size of SWFs was beginning to represent an increasingly significant (though not yet systemically significant) component of the international capital markets. This significance became further magnified when one considered the separate but related proliferation of other state-owned entities operating and investing globally. In addition, in the latter part of 2007, the U.S. and …

Building A Framework To Address Failure Of Complex Global Financial Institutions, Douglas W. Arner, Joseph J. Norton

Faculty Journal Articles and Book Chapters

The systemic phase of the current global financial crisis was triggered by the failure of large complex global financial institutions (LCGFIs). In this context, as recognised by the Group of 20, one of the greatest failures of both international and domestic legal and regulatory systems has been the lack of appropriate arrangements, including adequate insolvency arrangements, to address such failures when they occur. Following a discussion of the difficulties of dealing with the failure of large complex global financial conglomerates, the article discusses advocates a framework based upon prevention of failure as the first element and mechanisms to address failure …

Corporate Tax Reform: Listening To Corporate America, Christopher H. Hanna

Faculty Journal Articles and Book Chapters

In the last few years, academics, practitioners and government officials have engaged in serious discussions in reforming the U.S. corporate income tax system. Some, if not much of the discussion, has focused on maintaining the competitiveness of U.S. corporations in a global economy. As a result, some have argued that the U.S. needs to reduce its top corporate tax rate from 35 percent, which is currently among the highest of the 30 OECD countries, to a rate around 30 percent or even lower. Others have maintained that the U.S. needs to enact specific or targeted tax incentives, such as expensing …

Fannie Mae/Freddie Mac Uniform Mortgage Instruments: The Forgotten Benefit To Homeowners, Julia Patterson Forrester Rogers

Faculty Journal Articles and Book Chapters

In recent years economists and lawmakers have debated the public costs and benefits of the two housing government-sponsored enterprises (GSEs), Fannie Mae and Freddie Mac. Some critics of the GSEs have even proposed making the GSEs fully private entities. Some parties involved in the debate have concluded that the costs of the GSEs outweigh their benefits, while others assert the converse. In terms of benefits, both sides consider the GS Es' contributions to lowering interest rates and encouraging affordable housing. Forgotten, however, is a difficult to quantify but important benefit that the GSEs create for homeowners -- the uniform mortgage …

Law, Social Justice, Economic Development, And Modern Banking Sector Legal Reform: Taking In The 'Excluded', Joseph J. Norton

Faculty Journal Articles and Book Chapters

This chapter examines a critical banking reform issue in developing countries – the equitable inclusion of individuals effectively excluded from mainstream banking/financial sectors of their respective countries. The author sets forth the proposition that the equitable and accessible provision of banking services has never been considered a core component to modern banking sector legal reform and assessment in the developing world. After more than two decades of study and practical involvement with financial sector reform in developing, transitioning and emerging economies, the author has the general view that the future banking/financial sector legal policy and infrastructure reform process for International …

Still Crazy After All These Years: The Absolute Assignment Of Rents In Mortgage Loan Transactions, Julia Patterson Forrester Rogers

Faculty Journal Articles and Book Chapters

This Article explores the problems caused by the absolute assignment of rents in mortgage loan transactions, which have continued for more than a century, and discusses possible solutions. Rents are a significant part of the security for loans secured by income-producing properties such as office buildings, shopping centers, and apartments. Under present law in many states, the absolute assignment of rents is the only means by which lenders can create an effective security interest in the rents of mortgaged property. An absolute assignment of rents purports to transfer title to rents to the mortgage lender, although in substance it creates …

Banking Law Reform And Users-Consumers In Developing Economies: Creating An Accessible And Equitable Consumer Base From The 'Excluded', Joseph J. Norton

Faculty Journal Articles and Book Chapters

Drawing on over two decades of relevant experience, the author sets forth the primary proposition that the equitable and accessible provision of banking services has never been a core component of modern banking sector legal reform in developing countries. Over the course of the article, the author evaluates the past fifteen years of banking law reform for developing countries and considers recent World Bank efforts to address financial access and equity issues. The article also includes a discussion of the rise of microfinancing and private banking industry initiatives in South Africa. The author concludes with reflections on the importance of …

Still Mortgaging The American Dream: Predatory Lending, Preemption, And Federally Supported Lenders, Julia Patterson Forrester Rogers

Faculty Journal Articles and Book Chapters

This Article discusses the continuing problem of predatory lending abuses in the subprime home mortgage lending market and federal and state attempts to address the problem. Over the protests of consumer advocates, federal agencies have recently issued regulations preempting state predatory lending statutes as applied to national banks and thrifts. In addition, Congress is considering legislation that would preempt state predatory lending laws for all lenders. The Article considers the preemption debate, particularly in the context of federally supported lenders-banks, thrifts, and the government-sponsored enterprises (GSEs), Fannie Mae and Freddie Mac. Banks and thrifts receive support through the federal safety …

The Recent Asian Financial Crises: Possible Lessons And Implications For South Africa, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.

Towards An International Financial Centre For Greater China: Hong Kong And Infrastructural Reform, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.

Constructing A New Theoretical Framework For Home Improvement Financing, Julia Patterson Forrester Rogers

Faculty Journal Articles and Book Chapters

In this Article, I advocate modification of the law governing home improvement financing. In section I, I discuss the prevalence of home improvement scams, the dual system of home improvement financing available to affluent and poor homeowners, and the social cost of home improvement scams. Despite attempts by lawmakers to protect homeowners from unscrupulous home improvement contractors and lenders, home improvement scams remain a significant consumer problem. Most victims of such scams are poor, minority, and elderly homeowners. These homeowners obtain home improvements and home improvement financing through a system with tremendous potential for abuse. In this system, contractors and …

External And Internal Crossroads For Banking Supervision In Southern Africa, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.

A Uniform And More Rational Approach To Rents As Security For The Mortgage Loan, Julia Patterson Forrester Rogers

Faculty Journal Articles and Book Chapters

In this Article the author provides an introduction to the problems associated with assignments of rents by discussing the nature of rents and their treatment in the absence of an assignment. Next, the author will examine in detail the issues arising with regard to assignments of rents under current law both in and outside of the bankruptcy context. Finally, the author will discuss the proposal that rents be integrated into Article 9 of the UCC.

Safe And Sound Under The Us Banking Act, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.

Perspectives On The United States' Banking System, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.

Doing Business And U.S. Commercial Treaties: The Case With The Member States Of The Eec, Joseph J. Norton

Faculty Journal Articles and Book Chapters

No abstract provided.