Law Commons^™

Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23, Sergio Alberto Gramitto Ricci, Christina M. Sautter

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This comment letter responds to the Securities and Exchange Commission’s proposed rule Release Nos. 34-97990; IA-6353; File Number S7-12-23 - Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers. Our comments draw on our scholarship relating to laypersons’ participation in securities markets and the corporate sector as well as on the role of technology in corporate governance.

We express concerns that the SEC’s proposed regulation undermines individuals’ ability to access capital markets in an efficient and cost-effective manner. In the era of excessive concentration of equities ownership and power, often with negative societal …

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

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

The Retail Investor Report, Nick Einhorn, Jill E. Fisch, Sergio Alberto Gramitto Ricci, Monique Le, Christina M. Sautter

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In 2020, a wave of retail investors entered the stock market. In the last two years, approximately 30 million new retail investors opened brokerage accounts in the U.S. By 2021, retail investors comprised 25% of total equities trading volume, nearly double the percentage reported a decade prior.

And they’ve stuck around. In February 2023, retail investors across platforms set a new all-time high for weekly inflows, with $1.5 billion dollars pouring into the market in a single week.

Participation in the public markets remains high; more significantly, it has evolved. Public.com surveyed 2,000+ investors to compile its 2023 report. Public’s …

The Educated Retail Investor: A Response To "Regulating Democratized Investing", Sergio Alberto Gramitto Ricci, Christina M. Sautter

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The diffusion of mobile-first investing apps, like Robinhood, has increased retail investor participation in financial markets, particularly from the Millennial and GenZ generations, and has increased the diversity of retail investors. However, mobile-first investing apps are not free from controversy. In Regulating Democratized Investing, Abraham Cable tackles the debate on regulating mobile-first investing apps and largely opposes paternalistic regulation, which would raise unsurmountable barriers at the entrance of the stock market for retail investors. But it concedes to a form of regulation that in Cable’s own words “serves ultra-retail investors a modest portion of what they really want.” We strongly …

The Wireless Investors Movement, Sergio Alberto Gramitto Ricci, Christina M. Sautter

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The inaugural guest academic article for the University of Chicago Business Law Review Blog discusses how Millennial and GenZ investors can set in motion a social movement with disruptive effects on the current corporate governance paradigm. It refers to Millennial and GenZ investors as “wireless investors” and their social movement as the “Wireless Investors Movement.” The Wireless Investors Movement, fueled by wireless investors’ vision of the world and technology savviness, will bring corporations to pursue social and environmental causes. This short contribution analyzes the characteristics of the Wireless Investors Movement and the effects it will have on corporate governance.

Corporate Governance Gaming: The Collective Power Of Retail Investors, Sergio Alberto Gramitto Ricci, Christina M. Sautter

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The GameStop saga and meme stock frenzy have shown the pathway to the most disruptive revolution in corporate governance of the millennium. New generations of retail investors use technologies, online forums, and gaming dynamics to coordinate their actions and obtain unprecedented results. Signals indicate that these investors, whom we can dub wireless investors, are currently expanding their actions to corporate governance. Wireless investors’ generational characteristics suggest that they will use corporate governance to pursue social and environmental causes. In fact, wireless investors can set in motion a social movement able to bring business corporations to serve their original partly-private-partly-public purpose. …

Wait, Wait, Don’T Tell Me: Accountability, Plausible Deniability, Model Rule 1.13, And The Role Of Corporate Counsel In An Age Of Enhanced Monitoring, Irma S. Russell

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No abstract provided.

Coming Up Short: The United States' Second-Best Strategies For Corralling Purely Speculative Derivatives, Timothy E. Lynch

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Purely speculative derivatives (PSDs) are derivatives in which neither counterparty is engaged in hedging. Unless used for entertainment purposes, PSDs are irrational, less-than-zero-sum transactions. Entities that engage in PSDs jeopardize their stakeholders and increase systemic risk. PSDs can also increase moral hazard, be used for regulatory arbitrage, and redirect resources away from efficient allocation of market capital. PSDs should be unenforceable, void for public policy reasons, except where expressly permitted to provide gambling entertainment, enhance price discovery, or increase liquidity for hedgers. In the U.S., however, PSDs are often legal and enforceable, even after the financial crisis of 2008 that …

Executive Compensation: In Culture Of Greed And Selfishness, Is There Room For Theory Of "Enough", Robert C. Downs

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No abstract provided.

State And Local Governments Address The Twin Challenges Of Climate Change And Energy Alternatives, Irma S. Russell, Jeffery S. Dennis

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No abstract provided.

Derivative Securities: Governmental Entities As End Users, Bankrupts And Other Big Losers, Robert C. Downs, Lenora J. Fowler

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No abstract provided.

Speculating On The Future Of Attorney Responsibility To Nonclients, Barbara Glesner Fines

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No abstract provided.

The Two Hundredth Reunion Of Delegates To The Constitutional Convention (Or, All Things Considered, We'd Really Rather Be In Philadelphia), Douglas O. Linder

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No abstract provided.

Why Copyright Law Should Not Protect Advertising, Douglas O. Linder, James W. Howard

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No abstract provided.

Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs

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Since 1970, there has been an epidemic of state regulatory activity con­cerning the sale of franchises and business opportunities. In addition to those states which actually have adopted franchise regulation statutes, several state legislatures currently are considering pending legislation. Undoubtedly, other states, including Missouri, soon will have the opportunity to protect their un­suspecting citizens from the risks believed to be inherent in the franchising industry.

Nor has the franchising business gone unnoticed by the federal govern­ment. On December 21, 1978, the Federal Trade Commission (FTC) published its rule 436, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures." …

Introduction: The Value-Added Tax - A Symposium, Edwin T. Hood

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On October 22, 1979, Representative Al Ullman, Chairman of the House Ways and Means Committee, introduced H.R. 5665, the Tax Restructuring Act of 1979. Representative Ullman proclaimed the bill, which contains a ten percent value-added tax, as the "largest adjustment in U.S. taxation since 1913." In his statement accompanying the introduction of H.R. 5665, Chairman Ullman states that the overall purpose for the imposition of a value-added tax coupled with reductions in social security and income taxes, is to correct major flaws in the United States economy-namely double digit inflation, declining productivity, inadequate capital formation, and lag­ging competition with foreign …