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Full-Text Articles in Law
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
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 …
An Officer Walks Into A Bar: Acknowledging The Need For Deterrence In Officer And Director Bars, Steven W. Shuldman
An Officer Walks Into A Bar: Acknowledging The Need For Deterrence In Officer And Director Bars, Steven W. Shuldman
Fordham Law Review
The U.S. Securities and Exchange Commission (SEC) is the civil regulatory agency responsible for helping to defend and protect the American investor. One significant threat to investor security occurs when an individual, acting as an officer or director, violates a fiduciary duty to his or her employer and its shareholders, risking investor money. These actions could involve insider trading, fraudulent statements in public filings, or other self-serving conduct.
Recognizing the importance of deterring such misconduct, Congress gave the SEC the authority to bar certain individuals from serving as officers and directors of public companies. An individual should be barred if …
Rule 10b-5(B) Enforcement Actions In Light Of Janus: Making The Case For Agency Deference, Matthew P. Wynne
Rule 10b-5(B) Enforcement Actions In Light Of Janus: Making The Case For Agency Deference, Matthew P. Wynne
Fordham Law Review
This Note addresses whether the Supreme Court’s recent decision in Janus Capital Group, Inc. v. First Derivative Traders applies to the Securities and Exchange Commission (SEC), and, if not, whether the SEC’s own interpretation of Rule 10b-5 should be entitled to deference in future SEC enforcement actions. Since its promulgation in 1942, Rule 10b-5 has been the subject of much debate, particularly regarding the scope of the private right of action that courts have interpreted the rule to imply. Having acknowledged that an implied right exists, the Supreme Court quickly began to limit Rule 10b-5 claims of private plaintiffs, citing …
Conflict Minerals Legislation: The Sec’S New Role As Diplomatic And Humanitarian Watchdog, Karen E. Woody
Conflict Minerals Legislation: The Sec’S New Role As Diplomatic And Humanitarian Watchdog, Karen E. Woody
Fordham Law Review
Buried in the voluminous Dodd-Frank Wall Street Reform and Consumer Protection Act is an oft-overlooked provision requiring corporate disclosure of the use of “conflict minerals” in products manufactured by issuing corporations. This Article scrutinizes the legislative history and lobbying efforts behind the conflict minerals provision to establish that, unlike the majority of the bill, its goals are moral and political, rather than financial. Analyzing the history of disclosure requirements, the Article suggests that the presence of conflict minerals in an issuer’s product is not inherently material information and that the Dodd-Frank provision statutorily renders nonmaterial information material. The provision, therefore, …
Don't Blame Me, Blame The Financial Crisis: A Survey Of Dismissal Rulings In 10b-5 Suits For Subprime Securities Losses, Christopher J. Miller
Don't Blame Me, Blame The Financial Crisis: A Survey Of Dismissal Rulings In 10b-5 Suits For Subprime Securities Losses, Christopher J. Miller
Fordham Law Review
This Note surveys thirty-four district court decisions on motions to dismiss in actions brought under SEC Rule 10b-5 for losses suffered during the recent financial crisis. This Note focuses on issues of scienter and loss causation, the elements of a 10b-5 claim most likely to be affected by a market-wide downturn. In the opinions surveyed, successfully pleading scienter proved the biggest hurdle for plaintiffs in surviving a motion to dismiss, and this Note proceeds to analyze the factors that influenced whether a district court found scienter to be adequately pleaded. This Note also examines efforts by both plaintiffs and defendants …
"Who Killed Katie Couric?" And Other Tales From The World Of Executive Compensation Reform, Kenneth M. Rosen
"Who Killed Katie Couric?" And Other Tales From The World Of Executive Compensation Reform, Kenneth M. Rosen
Fordham Law Review
No abstract provided.
The New Antifraud Rule: Is Sec Enforcement The Most Effective Way To Protect Investors From Hedge Fund Fraud?, Kathleen E. Lange
The New Antifraud Rule: Is Sec Enforcement The Most Effective Way To Protect Investors From Hedge Fund Fraud?, Kathleen E. Lange
Fordham Law Review
Hedge Funds have consistently grown in both size and influence. Traditionally, hedge funds escaped regulation because access was limited to the wealthy and sophisticated. However, due to inflation, the wealth threshold has become more attainable to less sophisticated investors. Also, an increasing number of pension funds and other institutional investors have begun to invest a significant portion of their money in hedge funds. This increased growth, combined with the "retailization" of the industry, has led to concern over whether investors are adequately protected from the corresponding growth in hedge fund fraud. This Note argues that, absent new legislation, the SEC …
An International Train Wreck Caused In Part By A Defective Whistle: When The Extraterritorial Application Of Sox Conflicts With Foreign Laws, Ian L. Schaffer
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.
The Challenge Of Derivatives (Continued), Saul S. Cohen
The Challenge Of Derivatives (Continued), Saul S. Cohen
Fordham Law Review
No abstract provided.
Reacting To A Regulatory Investigation Into Derivatives Market Activity, Ira Lee "Ike" Sorkin
Reacting To A Regulatory Investigation Into Derivatives Market Activity, Ira Lee "Ike" Sorkin
Fordham Law Review
No abstract provided.
Keynote Address: Hon. Brooksley Born, Chairperson, Commodity Futures Trading Commission, Brooksley Born
Keynote Address: Hon. Brooksley Born, Chairperson, Commodity Futures Trading Commission, Brooksley Born
Fordham Law Review
No abstract provided.
The Treasury Department's Role In Regulating The Derivatives Marketplace, Roger L. Anderson
The Treasury Department's Role In Regulating The Derivatives Marketplace, Roger L. Anderson
Fordham Law Review
No abstract provided.
The Financial Accounting Standards Board Of Derivatives Activity And Disclosure, John M. "Neel" Foster
The Financial Accounting Standards Board Of Derivatives Activity And Disclosure, John M. "Neel" Foster
Fordham Law Review
No abstract provided.
Competing Duties? Securities Lawyers' Liability After Central Bank, Ann Maxey
Competing Duties? Securities Lawyers' Liability After Central Bank, Ann Maxey
Fordham Law Review
No abstract provided.
The Sec's Unfinished Soft Information Revolution, Joel Seligman
The Sec's Unfinished Soft Information Revolution, Joel Seligman
Fordham Law Review
No abstract provided.
The Challenge Of Derivatives, Saul S. Cohen
State And Local Governmental Entities: In Search Of... Statutory Authority To Enter Into Interest Rate Swap Agreements, Jeanette Redmond
State And Local Governmental Entities: In Search Of... Statutory Authority To Enter Into Interest Rate Swap Agreements, Jeanette Redmond
Fordham Law Review
No abstract provided.
Checkosky, Rule 2(E) And The Auditor: How Should The Securities And Exchange Commission Define Its Standard Of Improper Professional Conduct?., Marie L. Coppolino
Checkosky, Rule 2(E) And The Auditor: How Should The Securities And Exchange Commission Define Its Standard Of Improper Professional Conduct?., Marie L. Coppolino
Fordham Law Review
No abstract provided.
The Ordinary Business Operations Exception To The Shareholder Proposal Rule: A Return To Predictability, Kevin W. Waite
The Ordinary Business Operations Exception To The Shareholder Proposal Rule: A Return To Predictability, Kevin W. Waite
Fordham Law Review
No abstract provided.
The Role Of Securities And Exchange Commission In An Internationalized Marketplace, James R. Doty
The Role Of Securities And Exchange Commission In An Internationalized Marketplace, James R. Doty
Fordham Law Review
Mr. Doty, General Counsel of the United States Securities and Exchange Commission ("SEC"), explores the complexities of an internationalized securities market and the appropriate role of the SEC in such a marketplace. Mr. Doty examines the cooperation of securities authorities from around the globe, including the SEC, to address problems of fraudulent conduct, capital adequacy, and standards of disclosure. Mr. Doty concludes that the SEC has been, and should continue to be, a "standard-setter" in the globalization process.
Increasing United States Investment In Foreign Securities: An Evaluation Of Sec Rule 144a, Vickie Kokkalenios
Increasing United States Investment In Foreign Securities: An Evaluation Of Sec Rule 144a, Vickie Kokkalenios
Fordham Law Review
No abstract provided.
The Sec's Proposed Regulations Of Foreign Securities Issued In The United States, Harold Schimkat
The Sec's Proposed Regulations Of Foreign Securities Issued In The United States, Harold Schimkat
Fordham Law Review
No abstract provided.
Hocking V. Dubois: Applying The Securities Laws To Condominium Resales, Edward T. Desilva
Hocking V. Dubois: Applying The Securities Laws To Condominium Resales, Edward T. Desilva
Fordham Law Review
No abstract provided.
Customer Sophistication And A Plaintiff's Duty Of Due Diligence: A Propsed Framework For Churning Actions In Nondiscretionary Accounts Under Sec Rule 10b-5, Michael Slonim
Fordham Law Review
No abstract provided.
Financial Reporters, The Securities Laws And The First Amendment: Where To Draw The Line, Tira Harpaz
Financial Reporters, The Securities Laws And The First Amendment: Where To Draw The Line, Tira Harpaz
Fordham Law Review
No abstract provided.
Discretionary Commodity Accounts As Securities: An Application Of The Howey Test, Bradley D. Johnson
Discretionary Commodity Accounts As Securities: An Application Of The Howey Test, Bradley D. Johnson
Fordham Law Review
No abstract provided.
The Arbitration Of A Public Securities Dispute, Constantine N. Katsoris
The Arbitration Of A Public Securities Dispute, Constantine N. Katsoris
Fordham Law Review
No abstract provided.
Disciplinary Proceedings Against Accountants: The Need For A More Ascertainable Improper Professional Conduct Standard In The Sec's Rule 2(E), Michael J. Crane
Disciplinary Proceedings Against Accountants: The Need For A More Ascertainable Improper Professional Conduct Standard In The Sec's Rule 2(E), Michael J. Crane
Fordham Law Review
No abstract provided.
Settlement Of Securities Litigation Through The Issuance Of Securities Without Registration: The Use Of Section 3(A)(10) In Sec Enforcement Proceedings, Seymour Glanzer, Howard Schiffman, Mark Packman
Settlement Of Securities Litigation Through The Issuance Of Securities Without Registration: The Use Of Section 3(A)(10) In Sec Enforcement Proceedings, Seymour Glanzer, Howard Schiffman, Mark Packman
Fordham Law Review
No abstract provided.
Limited Waiver Of The Attorney-Client Privilege Upon Voluntary Disclosure To The Sec, Martin P. Hicks
Limited Waiver Of The Attorney-Client Privilege Upon Voluntary Disclosure To The Sec, Martin P. Hicks
Fordham Law Review
No abstract provided.