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- Adminstrative law; agency law; Dodd-Frank; Sarbanes-Oxley; Securities Exchange Commission; SEC; whistleblower polices; compliance; Business Organizations law; Business Organizations compliance (1)
- Business Organizations law; insider trading; Dirks; Salmon; Supreme Court (1)
- Criminal law; anti-discrimination; Commercial law; public policy (1)
- First Amendment; Business Organizations law; fiduciary duties; potlical insider trading; Business Organizations social responsibility (1)
- Securities law; securities exchange act; fraud; disclosure; civil law; litigation; corporations; shareholders; common law (1)
Articles 1 - 5 of 5
Full-Text Articles in Law
Reviving Reliance, Ann M. Lipton
Reviving Reliance, Ann M. Lipton
Fordham Law Review
This Article explores the misalignment between the disclosure requirements of the federal securities laws and the private causes of action available to investors to enforce those requirements. Historically, federally mandated disclosures were designed to allow investors to set an appropriate price for publicly traded securities. Today’s disclosures, however, also enable stockholders to participate in corporate governance and act as a check on managerial misbehavior. To enforce these requirements, investors’ chief option is a claim under the general antifraud statute, section 10(b) of the Securities Exchange Act of 1934. But courts are deeply suspicious of investors’ attempts to use the Act …
Political Insider Trading, Michael R. Siebecker
Political Insider Trading, Michael R. Siebecker
Fordham Law Review
A fiduciary breach due to secret use of Business Organizations assets for personal gain marks the essential concern in both the insider trading realm and in the context of Business Organizations political spending. Therefore, adopting a similar common law fiduciary rule that Business Organizations managers must disclose the amount and target of political expenditures or refrain from engaging in political activity does not seem like much of an intellectual leap. Not only would such a common law disclosure duty fit neatly within existing Business Organizations governance principles, but the compelled transparency would not offend corporations’ First Amendment rights. In the …
Thinking Outside The Box: Reforming Commercial Discrimination Doctrine To Combat The Negative Consequences Of Ban-The-Box Legislation, Nina Kucharczyk
Thinking Outside The Box: Reforming Commercial Discrimination Doctrine To Combat The Negative Consequences Of Ban-The-Box Legislation, Nina Kucharczyk
Fordham Law Review
This Note suggests a new approach to address the unintended consequences of ban-the-box legislation. The solution to combat unconscious discrimination during the hiring process is not to eliminate ban- the-box laws entirely; instead, lawmakers must modernize and strengthen Commercial discrimination doctrine to empower racial minorities who suspect discrimination and to ensure employers are critically analyzing their hiring processes.
(Beyond) Family Ties: Remote Tippees In A Post-Salman Era, Austin J. Green
(Beyond) Family Ties: Remote Tippees In A Post-Salman Era, Austin J. Green
Fordham Law Review
In Salman v. United States, the U.S. Supreme Court reaffirmed Dirks v. SEC, holding that a personal benefit may be inferred where an insider discloses material nonpublic information to a “trading relative or friend.” While the decision was viewed as a win for prosecutors, the Court’s limited holding did little to address issues pertaining to more complex tipping chains, such as those raised by the Second Circuit’s decision in United States v. Newman two years prior. Particularly, a remote tippee cannot always determine whether material nonpublic information was improperly disclosed at the time of receipt. Such a remote …
Paying Too Dearly For A Whistle: Properly Protecting Internal Whistleblowers, Leonardo Labriola
Paying Too Dearly For A Whistle: Properly Protecting Internal Whistleblowers, Leonardo Labriola
Fordham Law Review
In light of substantial disagreement among the circuits on which types of whistleblowers Dodd-Frank intends to protect, and newly proposed legislation which suggests a solution, this Note inspects Dodd-Frank’s whistleblower protections in an effort to better explain which types of Business Organizations whistleblowers should and should not be protected. This Note briefly outlines the United States’s repeated history of increased regulation following financial crises, culminating in the Sarbanes-Oxley and Dodd-Frank Acts. It then describes the goals that motivated these acts and how whistleblowers play an outsized role in accomplishing those goals. It also examines the critical statute for Business Organizations …