Law Commons^™

Taming Unicorns, Matthew Wansley

Indiana Law Journal

Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company securities, which undermines …

Congressional Securities Trading, Gregory Shill

Indiana Law Journal

The trading of stocks and bonds by Members of Congress presents several risks that warrant public concern. One is the potential for policy distortion: lawmakers' personal investments may influence their official acts. Another is a special case of a general problem: that of insiders exploiting access to confidential information for personal gain. In each case, the current framework which is based on common law fiduciary principles is a poor fit. Surprisingly, rules from a related context have been overlooked.

Like lawmakers, public company insiders such as CEOs frequently trade securities while in possession of confidential information. Those insiders' trades are …

Engineered Credit Default Swaps: Innovative Or Manipulative?, Gina-Gail S. Fletcher

Articles by Maurer Faculty

Credit default swaps (“CDS”) are, once again, making waves. Maligned for their role in the 2008 financial crisis and condemned by the Vatican, investors are once more utilizing CDS to achieve results of questionable market benefit. A CDS is a financial contract that allows investors to “bet” on whether a borrower will default on its loan. However, rather than waiting to see how their bets pan out, some CDS investors are collaborating with financially distressed borrowers to guarantee the profitability of their CDS positions—“engineering” the CDS’ outcome. Under the CDS contract, these collaborations are not prohibited, yet they have roiled …

Salman V. United States: Insider Trading's Tipping Point?, Donna M. Nagy

Articles by Maurer Faculty

No abstract provided.

The Viability Of Enterprise Jurisdiction: A Case Study Of The Big Four Accounting Firms, Hannah L. Buxbaum

Articles by Maurer Faculty

One of the boundaries that U.S. courts must observe as they adjudicate regulatory disputes is the limit on their own jurisdictional authority -authority that is measured at the level of the particular forum state. Confronting the expansion of U.S. business activity from the local to the national scale during the second half of the twentieth century, courts consciously broadened jurisdictional standards to address the expanded activities of nationwide corporate groups. Today, by contrast, as the economy continues to expand from the national to the transnational scale, the U.S. Supreme Court has begun a retrenchment. In cases decided during the past …

Transnational Regulatory Litigation, Hannah Buxbaum

Articles by Maurer Faculty

Recent years have seen much debate about the role of national courts in addressing global harms. That debate has focused on the application by domestic courts of international law - for instance, in civil actions brought in U.S. courts to enforce human rights law. This article identifies a parallel development in the area of economic regulation. It classifies and analyzes a category of cases that seek the application of regulatory law by domestic courts in situations involving global economic misconduct. Like the public international law cases, these cases highlight the tension between the benefits to be gained by enhanced enforcement …

From Insull To Enron: Corporate (Re)Regulation After The Rise And Fall Of Two Energy Icons, William D. Henderson, Richard D. Cudahy

Articles by Maurer Faculty

For most Americans, the collapse of the Enron Corporation is without doubt the most memorable corporate event of their generation. Remarkably, few people are aware that the New Deal regulatory framework - which Congress recently reformed and toughened to in response to the Enron debacle - was itself erected in the wake of a strikingly similar corporate crash. In late 1931 and early 1932, the country looked on in horror as Samuel Insull's mighty and seemingly invulnerable electric utility holding company empire collapsed without warning, wiping out the holdings of over 1 million investors, most of whom believed that they …

Limited Liability Companies And The Federal Securities Laws: Congress Should Amend The Securities Laws To Avoid Coverage, George A. Burke Jr.

Indiana Law Journal

No abstract provided.

Municipal Securities Market: Same Problems -- No Solutions, Ann Judith Gellis

Articles by Maurer Faculty

This article examines the existing regulations of the municipal securities market, focusing on what activities prompted the regulatory changes and analyzing the direction and efficacy of these regulations in terms of the deficiencies in the market. Part One gives a background sketch of the market and its participants from the time of the New York City fiscal crises to today. Part Two discusses whether the existing regulation is sufficient to produce disclosure, focusing on the Orange County crises. Part Three offers a critique of the current regulatory scheme and makes some suggestions for reform.

Swaps Ahoy! Should Regulators Voyage Into Unknown Waters?, Marc A. Horwitz

Indiana Journal of Global Legal Studies

No abstract provided.

The Listing Of Daimler-Benz Securities On The Nyse: Conflicting Interests And Regulatory Policies, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Misrepresentation In The Sale Of Stock: Which Buyers Are Protected?, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Securities Regulation: Challenges In The Decades Ahead, J. William Hicks

Indiana Law Journal

No abstract provided.

When The Medium Is The Message: Corporate Buybacks As Signals, F. H. Buckley

Indiana Law Journal

No abstract provided.

The Concept Of Transaction As A Restraint On Resale Limitations, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Avoiding The Glass-Steagall And Bank Holding Company Acts: An Option For Bank Product Expansion, Rebecca A. Craft

Indiana Law Journal

No abstract provided.

Sec Accounting Series Release No. 150: A Critical Analysis, Ronald E. Large

Indiana Law Journal

No abstract provided.

Sec Rulemaking Authority And The Protection Of Investors: A Comment On The Proposed "Going Private" Rules, Larry R. Schreiter

Indiana Law Journal

No abstract provided.

Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey

Indiana Law Journal

No abstract provided.

Judicial Control Of Cash Tender Offers-A Few Practical Recommendations, Ronald W. Oakes

Indiana Law Journal

No abstract provided.

Offshore Financing For United States Business Ventures, Jordan Bittle

Indiana Law Journal

No abstract provided.

Sec Financial Requirements For Broker-Dealers: Economic Implications Of Proposed Revisions, James F. Mofsky

Indiana Law Journal

No abstract provided.

Rule 10b-5:The Disclosure Of Finder's Fees In Connection With The Purchase Or Sale Of Securities, David L. Cocanower

Indiana Law Journal

No abstract provided.

Around And Beyond The Sec-The Disenfranchised Stockholder, David C. Bayne

Indiana Law Journal

No abstract provided.

Definition And Classification Of Securities Under The Revenue Act, Charles C. Parlin

Indiana Law Journal

No abstract provided.

Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?

Indiana Law Journal

No abstract provided.