Law Commons^™

A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events, Jocelyn Near

Catholic University Law Review

Money market funds have frequently been a target of regulation by the Securities and Exchange Commission (“SEC”). Perhaps the most expansive regulation came as a response to the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck.” The SEC’s misguided 2014 reforms exacerbated the inherent risks of money market funds, including the risk of runs and first mover advantage, particularly with the implementation of Form N-CR. Form N-CR requires a money market fund to publicly report when various events occur, including when a retail or government money market fund’s current net asset value per share deviates downward …

Calpers V. Anz Securities: Securities Time Bars, Whit Kendall

Mississippi College Law Review

Statutes of limitations and statutes of repose are critical mechanisms that help to limit liability in civil actions. In many instances, these two time bars are paired together in order to protect a defendant from an interminable threat of liability. Although these time limits are present in many types of statutes, they are especially important in statutes involving securities offerings because of the need to protect financial security. In the Securities Act of 1933 ("Securities Act"), there are two time bars, a statute of limitations and a statute of repose, which attempt to protect potential defendants from liability regarding the …

How To Interpret The Securities Laws?, Zachary J. Gubler

Seattle University Law Review

In discussions of the federal securities laws, the SEC usually gets most of the attention. This makes some sense. After all, it is the agency charged with administrating the securities laws and regulating the industry as a whole. It makes the majority of the laws; it engages in enforcement actions; it reacts to crises; and it, or sometimes even its individual commissioners, intervene publicly in policy debates. Often overlooked in such discussion, however, is the role of the Supreme Court in shaping securities law, and a new book by Adam Pritchard and Robert Thompson demonstrates why this is an oversight. …

Rational Investing Or Speculative Fever?: Spacs, Robinhood, And Digital Assets—Securities Markets Or Casinos?, Thomas Lee Hazen

FIU Law Review

This article focuses a recurring theme – speculation in the financial markets. The 2010-2020 decade set the stage for a new round of speculative activity starting in 2021. In the article that follows I reflect on a new wave of speculation and three current examples of speculative activity. The article concludes that regulators should be cautious about over-regulation of SPACs and gamified trading. The article also supports the regulation of digital assets (crypto currencies and NFTs) as securities.

Neither A Borrower Nor A Lender Be: Analyzing The Sec’S Reaction To Crypto Lending, Carol R. Goforth

University of Massachusetts Law Review

In June 2021, the largest U.S.-based crypto exchange, Coinbase, announced plans to allow its customers to earn 4% interest on deposits of certain cryptoassets through a new “Coinbase Lend” program. Despite a positive reaction from its customers, on September 7, 2021, Coinbase announced it had received a notice from the Securities and Exchange Commission (SEC) to the effect that the Commission had preliminarily concluded that the proposed Lend program was a security and that Coinbase would be in violation of the federal securities laws if it proceeded. The threat of enforcement caused Coinbase to terminate the program. Shortly thereafter, in …

Regulatory Sandboxes Enable Pragmatic Blockchain Regulation, Joshua Durham

Washington Journal of Law, Technology & Arts

Since blockchain technology supports digitally-native money, the centralized chokepoints that governments have traditionally targeted to regulate commerce no longer apply to our (digital) property. However, competent regulation furthers basic public policy goals and should enable responsible innovation of this promising technology. This Article discusses pragmatic policies that enable responsible innovation by cultivating regulatory expertise required to write enforceable rules. Responsible innovation is necessary because unlike the early internet, where programmers could manipulate simple colors and text on webpages, these same individuals can now create financial services applications that manipulate actual money—we are faced with an inescapable reality that more is …

Special Purpose Acquisition Companies: Wall Street’S Latest Shell Game, Daniel J. Morrissey

Arkansas Law Review

Special Purpose Acquisition Companies (“SPACs”) have been called “Wall Street’s biggest gold rush of recent years.” In reality, they are just another version of an old strategy to exploit a loophole in the federal securities laws that issuers of stock have used to avoid full registration with the SEC, the federal agency set up to administer and enforce the securities laws. The SPAC process circumvents that important protection for investors by taking private firms public through the back door—merging them into shell corporations. Those are companies whose shares are widely held but have no operations or assets.

Tinjauan Resi Gudang Sebagai Lembaga Jaminan, Savitri Islamiana Putri

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Warehouse Receipt System is expected as a solution to overcome the fall in commodity Warehouse Receipt System is expected as a solution to overcome the fall in commodity prices at harvest by storing farmers' harvests in the warehouse. The building manager will issue a Warehouse Receipt as proof of ownership of the goods stored as collateral for the debt that can be transferred by the inventory collateral. Therefore, the government Act No. 9 of 2011 concerning Amendment to Law No. 9 of 2006 concerning the Warehouse Receipt System (SRG Law). This research seeks to answer can the warehouse receipt provisions …

Top Ten Issues In De-Spac Securities Litigation, Wendy Gerwick Couture

University of Arkansas at Little Rock Law Review

I am delighted to contribute to this symposium on special purpose acquisition companies (SPACs). The securities litigation associated with the de-SPAC transaction is at an early stage, but courts are already wrestling with a number of unsettled issues that cast a mirror on SPACs and the securities laws more broadly. As these issues are resolved, they will affect the future of de-SPAC transactions as well as the regulatory environment in which they operate. In this essay, I identify ten such issues, drawing from the pleadings, briefings, and hearings in pending de-SPAC securities cases, with the goal of highlighting the key …

Rethinking Absolute Immunity From Defamation Suits In Private Quasi-Judicial Proceedings, Nat Stern

The University of New Hampshire Law Review

No abstract provided.

Attack On The Spac: The Push To Regulate Special Purpose Acquisition Companies As Investment Companies Under The Investment Company Act, Sean Meyer

University of Cincinnati Law Review

No abstract provided.

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 …

Quinquagenaries, Anthony Duggan

Dalhousie Law Journal

This article is part of a symposium to mark the 50th anniversary, or quinquagenary, of the Dalhousie Law Journal. The invitation to participate in the symposium asked authors to reflect on developments in their field over the past 50 years. My field is the law of secured transactions and, as it happens, the Canadian Personal Property Security Acts (PPSAs) are approaching their own quinquagenary. There have been numerous statutory and case law developments over the past 50 years, but one of the most remarkable turn of events is the influence the Canadian PPSAs have had on the reform of secured …

Privity 2.0 May Be Even Better For Tort Defendants, Anita Bernstein

Florida State University Law Review

No abstract provided.

Privity 2.0 May Be Even Better For Tort Defendants, Anita Bernstein

Florida State University Law Review

No abstract provided.

Regulating Dynamic Risk In Changing Market Conditions, Susan Navarro Smelcer, Anne Tucker, Yusen Xia

William & Mary Business Law Review

How successful are the SEC's attempts to regulate dynamic risk in financial markets? Using mutual fund disclosure data from two financial shocks--the Puerto Rican debt crisis and COVID-19--this Article finds evidence that SEC open-ended regulations, like the obligation to disclose changing market conditions, are largely successful in capturing dynamic, future risk. Funds engage in widespread and, often, detailed disclosures for new risks--although these disclosures vary widely in specificity. But not all funds disclose new risks. This creates perverse incentives for funds to opt out of disclosure or downplay threats with boilerplate language when new risks are emerging. This Article recommends …

“At What Cost?’: The Future Of Securities Enforcement In Climate Change Litigation, Angela Washington

Sustainable Development Law & Policy

No abstract provided.

Why Comparability Is A Greater Problem Than Greenwashing In Esg Etfs, Ryan Clements

William & Mary Business Law Review

This Article argues that comparability in environmental, social, and governance (ESG) exchange traded funds (ETFs) is a much greater problem than greenwashing. Rising demand for sustainable investment products in recent years has been met with an explosion in ESG ETF varieties, and numerous ESG-themed funds have captured massive capital inflows. There is little evidence, however, that deceptive “greenwashing” is widespread in ETFs. ETF issuers face significant reputational costs from such behavior, and there are effectively no consumer switching costs for hyperliquid, easily accessible ETFs. While nondeceptive practices of asset managers are observable in the zero-sum, highly competitive, asset management game …

The Twenty-First Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Matthew Diller, G. Jeffrey Boujoukos, Ben A. Indek, Allison Herren Lee

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Cryptic Nature Of Crypto Digital Assets Regulations: The Ripple Lawsuit And Why The Industry Needs Regulatory Clarity, Jacqueline Hennelly

Fordham Journal of Corporate & Financial Law

The tension and associated time lag between technology and regulation has been well documented. Paradigmatic of this phenomenon is the global evolution of blockchain technology and digital assets. Digital assets in the blockchain allow users to transact directly without financial intermediaries. However, the regulatory guidelines for the assets, their issuance, and the subsequent transactions are unclear. The Securities and Exchange Commission (SEC) has filed an action to apply its existing regulations and the judicial interpretations to Ripple’s issuance of XRP, its token, and Ripple’s control over subsequent user transactions of XRP. This Note uses SEC v. Ripple as a case …

Here To Stay: Wrestling With The Future Of The Quickly Maturing Spac Market, Matthew Diller, Rick Fleming, Stephen Fraidin, Aj Harris, Gregory F. Laufer, Mark Lebovitch, Gregg A. Noel, Hester M. Peirce, Usha R. Rodrigues, Mike Stegemoller, Verity Winship, Douglas Ellenoff

Fordham Journal of Corporate & Financial Law

No abstract provided.

Does Cryptocurrency Staking Fall Under Sec Jurisdiction?, Nicholas E. Gonzalez

Fordham Journal of Corporate & Financial Law

Bitcoin, the first blockchain and cryptocurrency (crypto), launched in 2009 when the Bitcoin network opened to the public. A blockchain is a digital ledger technology where transactions are aggregated and permanently recorded into blocks of information. Maintenance of a blockchain is typically conducted by decentralized managers who own and operate network computers (“Nodes”) and serve the functions normally handled by central intermediaries to validate and confirm transactions. All Nodes follow a blockchain protocol. In Bitcoin’s and most cryptos’ cases, this protocol is known as a Proof- of-Work protocol which requires a large amount of energy consumption. Consequently, Proof-of-Stake protocols (“PoS”) …

Penanganan Dan Penyelesaian Unclaimed Assets Di Pasar Modal Indonesia, Yanu Suwandika Menoadji

"Dharmasisya” Jurnal Program Magister Hukum FHUI

In other countries, the handling and settlement of Unclaimed Assets has been regulated separately in an Act. In Indonesia, the handling and settlement of Unclaimed Assets has been regulated in the Civil Code (KUHPerd), including the regulation regarding Afwezigheid, namely the handling of property of someone who has left his domicile and whose existence is unknown and does not give power to any party to take care of the treasure. However, the provisions in the KUHPerd do not have economic value for related parties if applied in the Capital Market industry. One of the things that takes precedence in handling …

Aspek Hukum Atas Penerbitan Waran Tanpa Hak Memesan Efek Terlebih Dahulu Sebagai Cara Pembayaran Utang Emiten Pasar Modal Indonesia, Arfan Noer Azwad

"Dharmasisya” Jurnal Program Magister Hukum FHUI

In order to debt restructuring activities, a public company may be able to utilize various capital market instruments deemed to be most appropriate to the circumstances of public companies or issuers. One of them is by selling the equity securities either selling stocks, converting bonds in the settlement of debt restructuring, and / or issuing warrants.Warrants issued as part of a restructuring scheme of the Capital Market Issuers in debt repayments certainly have legal risks which certainly have an impact on shareholders, or on creditors.

The Selling Of Lien And The Selling Of Public Share Holding Securities: A Comparative Study Between The Gcc Unified Civil Procedural Laws, National Civil Procedural Laws Of The Countries Of The Gulf Co-Operation Council And The Jordanian Law, Adel Salem Al-Louzi

UAEU Law Journal

This paper deals with the lien and the selling of the Securities of Public Shareholding Companies. The subject matter of this paper is a comparative study of between the GCC Unified Civil Procedural Laws, National Civil Procedural Laws of the Countries of the Gulf Co-operation Council and the Jordanian Law. This paper is divided in two chapters, chapter one is dealing with the lien of the Securities and chapter two is relating to the selling of the Securities.

This paper concludes that the instruction governing the lien of securities is that of the lien of the debtor’s movables in the …

The Legal Classification For Transfer Of Securities Ownership In The Stock Exchange, Hussein Tawfiq Faidhallah, Dr. Hiwa Ibrahim Qader

UAEU Law Journal

The process of securities trading is, in fact, a process of sale and purchase of these securities. These papers, regarded as identical movables, can replace each other if they are of the same type, version, and currency. This is quite common in securities. Regardless of the consideration of the security from identical or valuable movables, the majority of comparative regulations governing the trading of securities on exchanges, including the Iraqi law, have required that the securities be designated and deposited with the market. It is also required from each of the converter and the transferee to hold an investor number …

The Evolution Of The Concept Of The Custodianship Contract In Light Of The Removal Of The Securities’ Material Character - A Legal Study From The Jordanian Legislation Prospective, Dr. Ahmed Qasim Farah, Dr. Rasha Hattab

UAEU Law Journal

The removal of the Securities’ material character and the adoption of the Central Depository system brought about an important evolution of the concept of Custodianship Contract which is considered as one of the most important services rendered by financial markets’ practitioners and professionals. This study aims to illustrate the effects of such removal and the consequences of transforming these securities from certain paper certificates into identical electronic journal entries. On one hand, this evolution raises several questions relating to the impact of such abolition on the legal nature of the securities subject to the said contract and the legal characterization …

The Inchoate Meaning Of “Covered Security” Under The Securities Act Of 1933 – A Look At A Bank “In Organization”, Michael D. Waters

American University Business Law Review

No abstract provided.

Uniform Mortgage-Backed Securities: An Analysis Of The Regulatory Hurdles Caused By The Federal Housing Finance Agency’S Standardization Of The Tba Market, Elizabeth Ashlee Kuan

American University Business Law Review

No abstract provided.

A Lesson In Moral Hazard: Why We Should Thank Bernie Madoff, Walter E. Block, Corey Jones

Touro Law Review

Bernie Madoff is akin to the canary that miners bring to their jobs for safety. He resembles the Distant Early Warning System that was installed to protect the U.S. from attack. He has not been appreciated as such. It is time, it is past time, that he be "credited" with this important role he has played.