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Full-Text Articles in Law
Taking Stock Of Startup Stock Options: Addressing Disclosure And Liquidity Concerns Of Startup Employees, John R. Dorney
Taking Stock Of Startup Stock Options: Addressing Disclosure And Liquidity Concerns Of Startup Employees, John R. Dorney
Vanderbilt Law Review
U.S. capital markets are becoming increasingly private. Initial public offerings have steadily declined since the 1990s, and private companies are remaining private over twice as long as they have in the past. Furthermore, private company financing has reached unprecedented levels. Private securities offerings now greatly outpace the value of publicly traded securities. Additionally, recent regulatory changes seem to be accelerating this shift from the public to the private markets. One result of this shift is that private company valuations have grown immensely, so much so that private companies with valuations of over $1 billion exist and are known as “unicorns.” …
A Response To Calls For Sec Mandated Esg Disclosure, Amanda M. Rose
A Response To Calls For Sec Mandated Esg Disclosure, Amanda M. Rose
Vanderbilt Law School Faculty Publications
This Article responds to recent proposals calling for the SEC to adopt a mandatory ESG-disclosure framework. It illustrates how the breadth and vagueness of these proposals obscures the important--and controversial-- policy questions that would need to be addressed before the SEC could move forward on the proposals in a principled way. The questions raised include some of the most contested in the field of corporate and securities law, such as the value of interjurisdictional competition for corporate charters, the right way to conceptualize the purpose of the corporation, the proper allocation of managerial power as between the board and shareholders, …
Boilerplate And The Impact Of Disclosure In Securities Dealmaking, Jeremy Mcclane
Boilerplate And The Impact Of Disclosure In Securities Dealmaking, Jeremy Mcclane
Vanderbilt Law Review
Capital markets dealmaking, like many kinds of business transactions, is built on a foundation of copied and recycled language what many call boilerplate. Regulators and the bar periodically call for less reliance on boilerplate, but despite these pressures, boilerplate remains a fixture of ever-growing securities disclosures. This Article explores why boilerplate persists and how it affects investors, showing that boilerplate may have a more complex role than commonly recognized. This Article does so by developing a theory on the effect of boilerplate in securities disclosure-a context that is little studied despite a wealth of literature on boilerplate in other settings--and …
The Issuer Registration And Distribution Provisions Of The Proposed Federal Securities Code, Kenneth J. Bialkin
The Issuer Registration And Distribution Provisions Of The Proposed Federal Securities Code, Kenneth J. Bialkin
Vanderbilt Law Review
Section 403 of the Code provides that "[a] registration statement shall contain whatever information, financial statements, material contracts and other documents the Commission specifies by rule. This complete legislative delegation to the Commission, in Professor Loss's view, "seems perfectly safe in the year 1972. "One need not criticize the Commission's competence in the disclosure area, however, to suggest that after some 35 years of experience with the securities laws a statute prescribing the basic disclosure items (similar to the 1933 Act's Schedule A) should be possible, as well as appropriate and desirable. The wisdom of leaving the entire job to …
Disclosure By Issuers Of Municipal Securities: An Analysis Of Recent Proposals And A Suggested Approach, Robert D. Tuke
Disclosure By Issuers Of Municipal Securities: An Analysis Of Recent Proposals And A Suggested Approach, Robert D. Tuke
Vanderbilt Law Review
The following considerations impacting on the disclosure issue have been developed in this Note: the uniqueness of the municipal securities industry, owing to the diverse natures of the securities, the wide variety of issuers, and the particular means of marketing the securities; the special circumstances created for underwriters by the competitive bidding process; the varied roles of other participants in the distribution process--fiscal agents, bond counsel, governmental accountants; the existing state machinery for regulation and control; the practical limitations on the SEC--both in staff capacity and expertise; the need for uniformity in disclosure to prevent weakened marketability of municipal securities …
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
The Case Against Insider Trading: A Response To Professor Manne, David Ferber
Vanderbilt Law Review
Professor Manne's article appears to be largely an attack on critics of his book Insider Trading and the Stock Market. I must confess I have not read his book. I did, however, read an earlier article by Professor Manne attacking the position of the Commission in the Texas Gulf case, and I once participated in a forum at which Professor Manne expressed his view that inside information should be something that a corporate official might sell. I disagree with Professor Manne's basic position that "[t]he debatable aspects of insider trading are capable of resolution through tools of economic analysis,"' as …