Law Commons^™

Disruptive Technology And Securities Regulation, Chris Brummer

Fordham Law Review

Nowhere has disruptive technology had a more profound impact than in financial services—and yet nowhere do academics and policymakers lack a coherent theory of the phenomenon more, much less a coherent set of regulatory prescriptions. Part of the challenge lies in the varied channels through which innovation upends market practices. Problems also lurk in the popular assumption that securities regulation operates against the backdrop of stable market gatekeepers like exchanges, broker-dealers, and clearing systems—a fact scenario increasingly out of sync in twenty-first-century capital markets.

This Article explains how technological innovation “disrupts” not only capital markets but also the exercise of …

The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane

Fordham Law Review

This Article examines the impact of the quality of a lawyer's working relationship with his or her client on one of the most important types of capital markets deal in a company's existence: its initial public offering (IPO). Drawing on data from interviews with equity capital markets lawyers at major law firms, and analyzing data from IPOs in the United States registered with the Securities and Exchange Commission between June 1996 and December 2010, this study finds a strong association between several measures of IPO performance and the familiarity between the lead underwriter and its counsel, as measured by the …

The Rule 10b-5 Suit: Loss Causation Pleading Standards In Private Securities Fraud Claims After Dura Pharmaceuticals, Inc. V. Broudo, Evan Hill

Fordham Law Review

In 2005, the U.S. Supreme Court decided Dura Pharmaceuticals, Inc. v. Broudo. The Court held that a plaintiff alleging securities fraud must prove that a defendant’s misrepresentation caused actual economic loss. The Dura decision put to rest the loss causation standard applied by several U.S. courts of appeals, which allowed plaintiffs to merely plead that a misrepresentation caused an artificially inflated purchase price. However, in Dura’s wake, the circuit courts have fashioned divergent standards with respect to pleading loss causation. The courts currently apply pleading standards ranging from the lenient and generally applicable Federal Rule of Civil Procedure 8(a) to …

Meet Two-Face: The Dualististic Rule 10b-5 And The Quandry Of Offsetting Losses By Gains, Samuel Francis

Fordham Law Review

The challenge of calculating damages in securities litigation is often compounded by the phenomenon of investors that have accrued both gains and losses as a result of the defendant company’s same fraudulent misrepresentations. This Note traces the opposing damages approaches and accounting methods courts have adopted in these instances to the dual origins and objectives of the Rule 10b-5 private right of action. Underscoring the shortcomings in these damages calculations founded predominantly upon either deterrent or compensatory grounds, this Note instead strives for a measure that not only balances both imperative ends but also yields a more sensible and equitable …

Securities Class Actions, Cafa And A Countrywide Crisis: A Call For Clarity And Consistency, Denise Mazzeo

Fordham Law Review

The unfolding of the credit crisis raises novel issues in securities litigation. This Note explores the conflict between the nonremoval provision of the Securities Act of 1933 (’33 Act) and the removal provisions of the Class Action Fairness Act of 2005 (CAFA), and their interplay in the context of class actions involving mortgage-backed securities. Circuits are currently split over whether or not such class actions are removable under CAFA. The Seventh Circuit and the Southern District of New York have held that class actions asserting only ’33 Act claims are removable under CAFA unless they fall within one of CAFA’s …

Stock Exchanges At The Crossroads, Andreas M. Fleckner

Fordham Law Review

No abstract provided.

The How And Why Of The New Public Corporation Tax Shelter Compliance Norm, Susan Cleary Morse

Fordham Law Review

No abstract provided.

An International Train Wreck Caused In Part By A Defective Whistle: When The Extraterritorial Application Of Sox Conflicts With Foreign Laws, Ian L. Schaffer

Fordham Law Review

No abstract provided.

Understanding Anti-Dilution Provisions In Convertible Securities, Michael A. Woronoff, Jonathan A. Rosen

Fordham Law Review

No abstract provided.

Nearly A Decade Later: Revisiting Gustafson And The Status Of Section 12(A)(2) Liability In The Courts - Creative Judicial Developments And A Proposal For Reform, Natasha S. Guinan

Fordham Law Review

No abstract provided.

The Private Securities Law Reform Act: Is It Working?, Hon. Edward R. Becker, Hon. Milton I. Shadur, Jill E. Fisch, Gregory P. Joseph

Fordham Law Review

No abstract provided.

Harmonization Of Securities Disclosure Rules In The Global Market - A Proposal , Uri Geiger

Fordham Law Review

No abstract provided.

National Laws, International Money: Regulation In A Global Capital Market , Stephen J. Choi, Andrew T. Guzman

Fordham Law Review

No abstract provided.

Competing Duties? Securities Lawyers' Liability After Central Bank, Ann Maxey

Fordham Law Review

No abstract provided.

Section 12(2) Of The Securities Act: Does Old Legislation Matter?, Steve Thel

Fordham Law Review

No abstract provided.

The Challenge Of Derivatives, Saul S. Cohen

Fordham Law Review

No abstract provided.

Leveling The Playing Field: The Need For Investor Protection For Bank Sales Of Loan Participations, Richard Y. Roberts, Randall W. Quinn

Fordham Law Review

No abstract provided.

Not Just For Widows & Orphans Anymore: The Inadequacy Of The Current Suitability Rules For The Derivatives Market, Jennifer A. Frederick

Fordham Law Review

No abstract provided.

Seeking Consistency In Judicial Review Of Securities Arbitration: An Analysis Of The Manifest Disregard Of The Law Standard, Michael P. O'Mullan

Fordham Law Review

No abstract provided.

The Duty To Disclose Forward-Looking Information: A Look At The Future Of Md&A, Suzanne J. Romajas

Fordham Law Review

No abstract provided.

Rule 10b-5 As An Adaptive Organism, Donald C. Langevoort

Fordham Law Review

In this Article, Professor Langevoort examines the adaptive qualities of Rule 10b-5 and how the rule has remained intact despite sweeping changes in the intellectual and political landscapes in which it operates. In Professor Langevoort's view, Rule l0b-5's survival is largely due to the flexibility of its language which has enabled the rule to embrace malleable social perceptions of the securities market and the securities business. Professor Langevoort also addresses the question of whether Rule l0b-5 has outlived its usefulness and should therefore be repealed and replaced by more precisely-drafted legislation. Professor Langevoort concludes that Rule l0b-5's continued survival is …

Can 10b-5 For The Banks--The Effect Of An Antifraud Rule On The Regulation Of Banks, Michael P. Malloy

Fordham Law Review

In this Article, Professor Malloy explores the effects of the federal securities antifraud rule on the regulation of banks. In particular, he focuses on the changes in regulation of commercial bank trust department activities that followed the revelations in Texas Gulf Sulphur of alleged tipping between the commercial and trust departments of a major New York bank He also argues that federal bank regulatory policy has now turned away from disclosure-oriented regulation in favor of capital supervision, and that this may be a mistaken approach to the regulation of banking.

Congratulations From Your Continental Cousins, 10b-5: Securities Fraud Regulation From The European Perspective, Gerhard Wegen

Fordham Law Review

No abstract provided.

As Time Goes By: New Questions About The Statute Of Limitations For Rule 10b-5, Jill E. Fisch

Fordham Law Review

In this Article. Professor Fisch examines the history and legacy of Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilberston, the controversial 1991 Supreme Court decision that established a federal statute of limitations for private causes of action brought under Rule 10b-5. In Part I Professor Fisch reviews the history of the 10b-5 statute of limitations prior to LampE Part II then analyzes both the issues resolved and questions raised by Lampf. Part III traces the congressional reaction to Lampf that culminated in the addition of section 27A to the Securities Act of 1934. In Part IV, Professor Fisch concludes by …

Should Fraud On The Market Theory Extend To The Context Of Newly Issued Securities?, Joseph De Simone

Fordham Law Review

No abstract provided.

An Implied Right Of Contribution Under Rule 10b-5: An Essential Element Of Attaining The Goals Of The Securities Exchange Act Of 1934, Mary Ellen P. Dooley

Fordham Law Review

No abstract provided.

Puppet Masters Of Marionettes: Is Program Trading Maniuplative As Defined By The Securites Exchange Act Of 1934, Lawrence Damian Mccabe

Fordham Law Review

No abstract provided.

The Mother Court And The Foreign Plaintiff: Does Rule 10b-5 Reach Far Enough?, James J. Finnerty, Iii

Fordham Law Review

No abstract provided.

Rule 10b-5 And Transnational Bankruptcies: Whose Law Should Apply?, Lauren D. Rosenthal

Fordham Law Review

No abstract provided.

10b-5 Or Not 10b-5: Are The Current Efforts To Reform Securities Litigation Misguided?, Adam F. Ingber

Fordham Law Review

No abstract provided.