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Articles 1 - 8 of 8
Full-Text Articles in Law
The Cyan Decision And Its Impact On State-Level Securities Class Actions, B. John Torabi
The Cyan Decision And Its Impact On State-Level Securities Class Actions, B. John Torabi
Fordham Journal of Corporate & Financial Law
The Supreme Court’s decision in Cyan, Inc. v. Beaver County Employees Retirement Fund† preserved the Securities Act of 1933’s bar on removing securities class actions brought in state court to federal court. The unanimous ruling cut against a nearly quarter-century long trend of pushing securities class action litigation to the federal courts. Cyan was resolved purely through statutory interpretation, leaving many of the underlying policy questions to be resolved by state courts and in future rulings.
This Note examines the intention of the drafters of the Securities Act of 1933 in designing a disclosure-focused regulatory scheme with a private …
Bending The Investment Advisers Act's Regulatory Arc, Joseph A. Franco
Bending The Investment Advisers Act's Regulatory Arc, Joseph A. Franco
Fordham Journal of Corporate & Financial Law
The Investment Advisers Act of 1940 (“IAA”) and its regulatory purview have changed dramatically over the life of the statute. The statute began as a simple registration scheme with barebones conduct integrity prohibitions for wealth managers and purveyors of investment newsletters. Although the statute’s original minimalist cast was deficient, the IAA’s regulatory scope has undergone a fundamental transformation, both in terms of the expanding class of advisers covered by the statute’s substantive provisions and the statute’s expansive structural integrity requirements. Over a span of decades, the IAA’s focus has been reoriented so that it is directed at least as much, …
Move Over Ipos: Unicorn Direct Listings May Be The New Mythical Beasts In Town, Tatum Sornborger
Move Over Ipos: Unicorn Direct Listings May Be The New Mythical Beasts In Town, Tatum Sornborger
Fordham Journal of Corporate & Financial Law
Most people think of “going public” as an Initial Public Offering (IPO), but as IPOs have boomed and busted over the past decade, the direct listing has emerged as an unconventional but viable way to raise capital. The direct listing approach was uncovered by one rebellious “unicorn,” a term used to describe privately held companies with valuations exceeding one billion dollars. By circumventing the traditional IPO process, Spotify prompted both the SEC and major stock exchanges to examine direct listings and promulgate rules for future offerings. Though these rules are still developing, companies now have a clear path to follow …
The Insider Trading Prohibition Act: A Small Step Towards A Codified Insider Trading Law, Kayla Quigley
The Insider Trading Prohibition Act: A Small Step Towards A Codified Insider Trading Law, Kayla Quigley
Fordham Journal of Corporate & Financial Law
Many have called for reform to insider trading law, as the current judge-made doctrine is ambiguous, complicated, and ultimately permissive of many instances of trading on nonpublic information. Indeed, Congress has attempted several times to pass a uniform insider trading statute. Most recently, in December 2019, the House of Representatives passed the Insider Trading Prohibition Act (“ITPA”). The legislation codifies many current principles of insider trading jurisprudence while also expanding potential insider trading liability. Moreover, it attempts to fix gaps in the law that various cases, such as United States v. Newman, have declined to address.
Among other flaws, …
Fixing Esg: Are Mandatory Esg Disclosures The Solution To Misleading Ratings?, Javier El-Hage
Fixing Esg: Are Mandatory Esg Disclosures The Solution To Misleading Ratings?, Javier El-Hage
Fordham Journal of Corporate & Financial Law
This Note provides an overview of the debate around the current state of ESG disclosure practices, and the perceived need for the SEC to establish a system of mandatory ESG disclosures. Part I explores the inherent difficulty of defining ESG, the problematic nature of quantifying and measuring ESG factors, and the tools currently being used by market-leading ratings firms and investment vehicles. In particular, this part addresses the inconsistencies of ESG self-reporting, the influence of this practice on the ensuing ratings, and the potential for investors to be misled as a result.
Part II of the Note explores the possible …
The Virus, Risk, And Commercial Mortgage-Backed Securities: Examining Dodd-Frank’S Impact In The Midst Of A Pandemic, Owen Haney
Fordham Journal of Corporate & Financial Law
When lawmakers sought to reshape the financial industry through the passage of the Dodd-Frank Act in 2010, they specifically attacked the “moral hazard” in the asset-backed securities market that they believed was partly responsible for the collapse of global financial markets. Congress identified several practices in asset-backed securitizations that posed a risk to the world economy. In particular, regulators believed that the “originate-to-distribute” model, whereby loan originators—those parties armed with the best knowledge regarding the quality of the loans in the transaction and who consequently set underwriting standards—could sell off the loans without bearing any risk should those borrowers (homeowners …
The Seventh Circuit Missed The Bullseye In Walleye, Peter Rosenberg
The Seventh Circuit Missed The Bullseye In Walleye, Peter Rosenberg
Fordham Journal of Corporate & Financial Law
The structure of agency relationships in a transaction should have no bearing on the outcome when the only difference between two hypothetical transactions is solely the facial structure. In the same vein, investor protection is at the forefront of the securities laws; commonly used limiting language for market announcements should not be enough to absolve a company from fraudulent disclosures, e.g., “preliminary results.”
In Walleye Trading LLC v. AbbVie, Inc., a Seventh Circuit decision, the Court did the opposite and found that, based on pleadings at the motion to dismiss stage, an issuer is not liable for the misstatements …
Emerging Circuit Split Over Modification Of Mortgages On Multi-Use Real Properties, Michal Zabadal
Emerging Circuit Split Over Modification Of Mortgages On Multi-Use Real Properties, Michal Zabadal
Fordham Journal of Corporate & Financial Law
For many decades, healthy levels of residential mortgage loans (“RMLs”) and their regulation have been among the major drivers of the economy. Because of the importance of RMLs for the condition of the national financial system and the general well-being of the society, it is essential that lenders are reasonably incentivized to originate these loans. A well-designed promise of higher recovery on RMLs in times of distress can be a compelling motivator. The Bankruptcy Code seeks to deliver on that promise by treating RMLs more favorably. It does that by barring the debtor-in-bankruptcy from modifying a claim secured by a …