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Articles 1 - 30 of 39
Full-Text Articles in Law
"With Friends Like These ...": Toward A More Efficacious Response To Affinity-Based Securities And Investment Fraud, Lisa M. Fairfax
"With Friends Like These ...": Toward A More Efficacious Response To Affinity-Based Securities And Investment Fraud, Lisa M. Fairfax
Faculty Scholarship
This article highlights the increase in affinity fraud—securities and investment fraud targeting members of a particular racial or ethnic group perpetrated either by a member of that group or someone claiming to advance the groups’ interests. Affinity fraud differs from other forms of securities fraud because perpetrators establish their credibility and the credibility of their investment schemes by appealing to the trust that group members share, often promising that some of the invested funds will be used to assist the group’s church or ethnic community. This reliance on group trust and sense of community persuades otherwise cautious people to participate …
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
All Faculty Scholarship
No abstract provided.
Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch
Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch
All Faculty Scholarship
No abstract provided.
Reviewing Article 8’S Revised Collusion Standard, Francis J. Facciolo
Reviewing Article 8’S Revised Collusion Standard, Francis J. Facciolo
Faculty Publications
(Excerpt)
The first published case to deal with the new collusion standard in revised Article 8 has been decided by Judge Bransten in Supreme Court, New York County. As New York City is the center of the securities industry, it is not surprising that the first published case to deal with collusion was decided here. The result reached by Judge Bransten, however, is surprising in the liberality with which collusion was construed.
Revised Article 9 Meets The Bankruptcy Code: Policy And Impact, (With C. Mooney, Jr.)., Steven L. Harris
Revised Article 9 Meets The Bankruptcy Code: Policy And Impact, (With C. Mooney, Jr.)., Steven L. Harris
All Faculty Scholarship
No abstract provided.
Regulatory Initiatives And The Internet: A New Era Of Oversight For The Securities And Exchange Commission, Roberta S. Karmel
Regulatory Initiatives And The Internet: A New Era Of Oversight For The Securities And Exchange Commission, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
The Future Of Corporate Governance Listing Requirements, Roberta S. Karmel
The Future Of Corporate Governance Listing Requirements, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Regulation Of Securities And Security Exchanges In The Age Of The Internet, Roberta S. Karmel
Regulation Of Securities And Security Exchanges In The Age Of The Internet, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee
Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee
LLM Theses and Essays
Underpinning a regulatory regime is a dichotomy between achieving certainty of outcome and achieving perceived fairness. While such a discussion may seem out of place in the context of a regulatory regime dealing with offshore offerings, it nonetheless serves to emphasize some of the considerations encountered in the following examination of Regulation S. Part Two of this thesis outlines the development of the disclosure regime that is evidenced in the United States Federal Securities Regulations and then goes on to examine how this regime, first established in the 1930s, dealt with the advent of globalization. Part Three then looks at …
Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher
Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher
Law Faculty Publications
Corporations often speak through documents. Some, like press releases, may not identify an author. Others, like 10-Ks, bear the signatures of many who did not write them but sign as required by law. In many cases, groups of individuals, working together, prepare these documents. When such documents contain misstatements, plaintiffs may not know initially who wrote them. To address this difficulty, the U.S. Courts of Appeals for the Ninth and Second Circuits created a judge-made pleading protocol. This protocol permits plaintiffs to name officers, and in some cases directors, as defendants in securities fraud cases without pleading specific facts to …
Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock
Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock
Faculty Publications & Other Works
No abstract provided.
Securities Fraud In Cyberspace: Reaching The Outer Limits Of The Federal Securities Laws, Constance Z. Wagner
Securities Fraud In Cyberspace: Reaching The Outer Limits Of The Federal Securities Laws, Constance Z. Wagner
All Faculty Scholarship
This article discusses the increasing use of the Internet for securities transactions, the growth of securitiesfraud perpetrated through that medium and the Securities and Exchange Commission (“SEC”) enforcement program initiated to combat it. The author critiques the position taken by the SEC that the existing anti-fraudprovisions of the federal securities laws can be stretched to cover Internet fraud. Using an enforcement action brought by the SEC against an online stock trading guru named Tokyo Joe as an example of the confused jurisprudence that results when pre-cyberspace law is applied to securities fraud in cyberspace, the author proposes a different regulatory …
Foreword: The Regulation Of Derivatives And Other Complex Financial Products, Kimberly D. Krawiec
Foreword: The Regulation Of Derivatives And Other Complex Financial Products, Kimberly D. Krawiec
Faculty Scholarship
Foreword to a symposium issue on the regulation of derivatives and other complex financial products.
Privatizing “Outsider Trading”, Kimberly D. Krawiec
Privatizing “Outsider Trading”, Kimberly D. Krawiec
Faculty Scholarship
No abstract provided.
The Issuer Choice Debate, Merritt B. Fox
The Issuer Choice Debate, Merritt B. Fox
Faculty Scholarship
This article responds to Professor Romano’s piece in this issue. It concerns our ongoing debate with regard to the desirability of permitting issuers to choose the securities regulation regime by which they are bound. Romano favors issuer choice, arguing that it would result in jurisdictional competition to offer issuers share value maximizing regulations. I, in contrast, believe that abandoning the current mandatory system of federal securities disclosure would likely lower, not increase, U.S. welfare. Each issuer, I argue, would select a regime requiring a level of disclosure less than is socially optimal because its private costs of disclosure would be …
Tax Constraints On Indexed Options, David M. Schizer
Tax Constraints On Indexed Options, David M. Schizer
Faculty Scholarship
Indexed stock option grants reward executives for outperforming a benchmark, such as the market as a whole or competitors in the same industry. These options offer superior incentives by limiting the influence of factors beyond an executive's control, such as general market and industry conditions. Yet indexed options are almost never used. Professor Saul Levmore seeks to explain this puzzle with norms. This comment on his article argues that tax plays a larger role in this puzzle than he acknowledges, although tax is not a complete explanation. Accounting and Professor Levmore's norms-based account are then briefly considered.
Harmonizing Civil And Criminial Enforcement Of Federal Regulatory Statutes: The Case Of The Securities Exchange Act Of 1934, Margaret V. Sachs
Harmonizing Civil And Criminial Enforcement Of Federal Regulatory Statutes: The Case Of The Securities Exchange Act Of 1934, Margaret V. Sachs
Scholarly Works
Many federal regulatory statutes (including those governing antitrust, securities, and the environment) are hybrid statutes: their prohibitions are enforceable in criminal actions as well as in private or governmental civil actions (or both). Courts have long divided over whether prohibitions in hybrid statutes can be construed differently in different enforcement contexts. Resolution of this uncertainty has become urgent now that criminal enforcement of federal regulatory statutes is relatively frequent.
In this article, Professor Sachs argues that prohibitions in hybrid statutes should be limited to a single interpretation. How to apply this principle (referred to in this article as “the core …
Fairness, Efficiency And Insider Trading: Deconstructing The Coin Of The Realm In The Information Age, Kimberly D. Krawiec
Fairness, Efficiency And Insider Trading: Deconstructing The Coin Of The Realm In The Information Age, Kimberly D. Krawiec
Faculty Scholarship
Whether and how the federal securities laws should restrict insider trading is one of the most hotly debated topics in the securities law literature. Paradoxically, both the theoretical analysis and the legal rules concerning insider trading remain extraordinarily vague and ill-formed. What is the special character of insider trading that leads to this apparently irresolvable puzzle? In this Article, I argue that there is, in fact, nothing special about insider trading that creates this dilemma, but rather there is something special about the nature of information itself. Accordingly, this theoretical dilemma is not limited to insider trading regulation, but rather …
Securites Law For The Next Millennium: A Forward-Looking Statement, Michael A. Perino
Securites Law For The Next Millennium: A Forward-Looking Statement, Michael A. Perino
Faculty Publications
This article serves as the introduction to a symposium on the future of the securities markets and securities regulation which was held as part of St. John's University School of Law's year-long 75th anniversary celebration. The introduction serves to place the symposium in an historical context to set the stage for a discussion of the future.
Of Butterflies And Bitterness?: Legal Fictions In Corporate And Securities Law, Mary G. Condon
Of Butterflies And Bitterness?: Legal Fictions In Corporate And Securities Law, Mary G. Condon
Articles & Book Chapters
The theme of fictions in law in the context of corporate and securities law raises some intriguing issues, and I am particularly grateful for the opportunity it gives me to rethink some of my previous work on corporate law. At one level, the topic of fictions in law is an obvious one for an Anglo-American corporate lawyer. One of the first principles of Anglo-American corporate law that students learn is that the corporation is best understood as a legal fiction. The principle is otherwise known as the doctrine of the separate legal personality of the corporation. This is the idea …
In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard., Adam C. Pritchard, Marilyn F. Johnson, Karen K. Nelson
In Re Silicon Graphics Inc.: Shareholder Wealth Effects Resulting From The Interpretation Of The Private Securities Litigation Reform Act's Pleading Standard., Adam C. Pritchard, Marilyn F. Johnson, Karen K. Nelson
Articles
This Article presents an empirical study of changes in shareholder wealth resulting from the Ninth Circuit Court of Appeals decision in In re Silicon Graphics Inc. Securities Litigation, which interpreted the pleading provision established in the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Congress passed the Reform Act as part of an ongoing effort to protect corporations from abusive suits alleging "fraud by hindsight." In such suits, plaintiffs claimed that a sudden drop in a company's stock price was evidence that the issuer and its management covered up the bad news that led to the price drop. …
Hester Prynne, Lydia Bennet, And Section 306 Stock: The Concept Of Tainting In The American Novel, The British Novel, And The Internal Revenue Code, Stephen B. Cohen, Stephen B. Cohen
Hester Prynne, Lydia Bennet, And Section 306 Stock: The Concept Of Tainting In The American Novel, The British Novel, And The Internal Revenue Code, Stephen B. Cohen, Stephen B. Cohen
Georgetown Law Faculty Publications and Other Works
Did Nathaniel Hawthorne's novel, The Scarlet Letter, inspire Section 306 of the Internal Revenue Code? This code provision adopts a peculiarly Hawthorne-like solution to a tax avoidance scheme known as the "preferred stock bailout." Section 306 taints the stock used in the scheme as "Section 306 stock." Special rules then govern all subsequent dispositions of the tainted stock. With its concept of a taint that can dog a stock from acquisition to disposition, Section 306 might have been designed by a novelist rather than a tax technician.
They Toil Not, Neither Do They Spin: Civil Liability Under The Oregon Securities Law, Keith A. Rowley
They Toil Not, Neither Do They Spin: Civil Liability Under The Oregon Securities Law, Keith A. Rowley
Scholarly Works
Under Oregon law, persons who sell securities in violation of statutory registration requirements, or by means of some misrepresentation or omission of material fact, may be liable to any person or entity who buys securities from or through them. Likewise, persons who buy securities by means of some misrepresentation or omission of material fact may be liable to any person or entity who sells securities to or through them. In addition to, or in lieu of, suing the person who committed the material misrepresentation or omission, a plaintiff may sue one or more persons or entities who might be vicariously …
On Insider Trading, Markets, And "Negative" Property Rights In Information, Zohar Goshen, Gideon Parchomovsky
On Insider Trading, Markets, And "Negative" Property Rights In Information, Zohar Goshen, Gideon Parchomovsky
All Faculty Scholarship
No abstract provided.
Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.
Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.
Faculty Scholarship
This Article starts with the recognition that the average private benefits of control vary significantly across countries. But why? The simplest explanation ascribes this variation to differences in law between jurisdictions: for example, the law of jurisdiction X could privilege controlling shareholders by allowing them to extract benefits from their corporation in the form of above-market salaries or non-pro-rata payments in connection with self-dealing transactions. But, this explanation cannot fit all cases. To illustrate, if the substantive law is essentially similar between two jurisdictions while the private benefits of control appear to be significantly different, then some other explanation must …
Disclosure Norms, Eric L. Talley
Disclosure Norms, Eric L. Talley
Faculty Scholarship
The purpose of this Article is to interrogate the relationship between judicial error and extralegal norms more formally, focusing particularly on typical corporate disclosure contexts. In so doing, I shall argue that this relationship is far less clear-cut than much of the literature suggests. Using a formal, game-theoretic model of information disclosure, I demonstrate that in the presence of judicial error, a society that benefits from extralegal norms of honest disclosure might ironically favor more expansive legal regulation than would a similarly situated society in which norms are weak or nonexistent. Thus, in contrast to the common argument that norms …
Competition Among Securities Markets: A Path Dependent Perspective, John C. Coffee Jr.
Competition Among Securities Markets: A Path Dependent Perspective, John C. Coffee Jr.
Faculty Scholarship
Today, there are an estimated 150 securities exchanges trading stocks around the world. Tomorrow (or at least within the reasonably foreseeable future), this number is likely to shrink radically. The two great forces reshaping the contemporary world – globalization and technology – impact the world of securities markets in a similar and mutually reinforcing fashion:
- they force local and regional markets into more direct competition with distant international markets;
- they increase overall market capitalization and lower the cost of equity capital, as issuers are enabled to access multiple markets; and
- they permit order flow and liquidity to migrate quickly from …
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Faculty Scholarship
The coincidence of the new millennium and the fifteenth anniversary of the Delaware Supreme Court's announcement of a new approach to takeover law provides an occasion to evaluate a remarkable experiment in corporate law – the Delaware Supreme Court's development of an intermediate standard of review for appraising defensive tactics. This assessment reveals that Unocal has developed into an unexplained and likely inexplicable preference that control contests be resolved through elections rather than through market transactions. In doing so, the remarkable struggle between the chancery court and the supreme court for Unocal's soul is canvassed. The author also maintains that …
Information Technology And Non-Legal Sanctions In Financing Transactions, Ronald J. Mann
Information Technology And Non-Legal Sanctions In Financing Transactions, Ronald J. Mann
Faculty Scholarship
This Essay investigates the effect of advances in information technology on the private institutions that businesses use to resolve information asymmetries in financing transactions. The first part of the Essay discusses how information technology can permit direct verification of the information, obviating the problem entirely; the Essay discusses the example of the substitution of the debit card for the check, which provides an immediate payment that obviates the need for the merchant to consider whether payment will be forthcoming when the check is presented to the bank on which it is drawn.
The second part of the Essay discusses how …
Seeking Sunlight In Santa Fe's Shadow: The Sec's Pursuit Of Managerial Accountability, Donald C. Langevoort
Seeking Sunlight In Santa Fe's Shadow: The Sec's Pursuit Of Managerial Accountability, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
My aim in this paper is not to justify at length an expansive "new corporation law" perspective, though I do believe in it. Nor do I want to try to resolve a controversial question that the new learning admittedly leaves open: which jurisdictional body should set the disclosure and antifraud standards insofar as they are designed to promote better corporate governance? To say that corporate and securities law are largely unitary does not necessarily mean that centralization of authority in the Securities and Exchange Commission (SEC or Commission) is the right choice. Perhaps the states, foreign countries, or stock exchanges …