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Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr. Nov 2016

Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr.

Perry Wallace

No abstract provided.


Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr. Nov 2016

Integration Of Securities Offerings: Obstacles To Capital Formation Remain For Small Businesses, Perry E. Wallace, Jr.

Perry Wallace

No abstract provided.


Student Loan Derivatives: Improving On Income-Based Approaches To Financing Law School, Benjamin M. Leff, Heather Hughes Nov 2016

Student Loan Derivatives: Improving On Income-Based Approaches To Financing Law School, Benjamin M. Leff, Heather Hughes

Heather Hughes

No abstract provided.


Immigrant Remittances, Ezra Rosser Nov 2016

Immigrant Remittances, Ezra Rosser

Ezra Rosser

Remittances, the sending of money from immigrants back to their home countries, are the newest anti-poverty, development activity of the poor to be applauded by international institutions and economists. Exceeding foreign aid and private investment to many developing countries, remittances are being hailed as a new, untapped resource with powerful poverty alleviation and potential development attributes. After presenting the poverty, developmental, and economic characteristics of this new transnational connection between immigrants and their loved ones, as well as the dangerous effects of excessive remittance regulation, the author argues that remittances should be understood as an anti-poverty tool, but not as ...


Spoiling The Surprise: Constraints Facing Random Regulatory Inspections In Japan And The United States, Andrew Chin Oct 2016

Spoiling The Surprise: Constraints Facing Random Regulatory Inspections In Japan And The United States, Andrew Chin

Andrew Chin

This Article is organized as follows. Part I presents a rational actor model of legal compliance under an enforcement regime based on random inspections and identifies two classes of reforms that can be applied in combination to improve aggregate compliance. Part II introduces the problem of corrupt tip-offs into the model and argues that exogenous reforms are necessary to combat corruption. Part III surveys the use of random administrative inspections in the United States, reviews the approaches taken by four such programs to improve compliance and fight corruption, and describes the various constraints under which they must operate. Part IV ...


Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii Aug 2016

Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii

Robert Bartlett

In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for ...


"Special," Vestigial, Or Visionary? What Bank Regulation Tells Us About The Corporation - And Vice Versa, Robert C. Hockett, Saule T. Omarova Aug 2016

"Special," Vestigial, Or Visionary? What Bank Regulation Tells Us About The Corporation - And Vice Versa, Robert C. Hockett, Saule T. Omarova

Robert C. Hockett

A remarkable yet seldom noted set of parallels exists between modern U.S. bank regulation, on the one hand, and what used to be garden-variety American corporate law, on the other hand. For example, just as bank charters are matters not of right but of conditional privilege even today, so were all corporate charters not long ago. Just as chartered banks are authorized to engage only in limited, enumerated activities even to- day, so were all corporations restricted not long ago. And just as banks are subject to strict capital regulation even today, so were all corporations not long ago ...


Dodd-Frank, Liability Structure, And Financial Instability Cycles: Neither A (Ponzi) Borrower Nor A Lender Be, Jose M. Gabilondo Aug 2016

Dodd-Frank, Liability Structure, And Financial Instability Cycles: Neither A (Ponzi) Borrower Nor A Lender Be, Jose M. Gabilondo

José Gabilondo

No abstract provided.


Financial Hospitals: Defending The Fed’S Role As A Market Maker Of Last Resort, José Gabilondo Aug 2016

Financial Hospitals: Defending The Fed’S Role As A Market Maker Of Last Resort, José Gabilondo

José Gabilondo

During the last financial crisis, what should the Federal Reserve (the Fed) have done when lenders stopped making loans, even to borrowers with sterling credit and strong collateral? Because the central bank is the last resort for funding, the conventional answer had been to lend freely at a penalty rate against good collateral, as Walter Bagehot suggested in 1873 about the Bank of England. Acting thus as a lender of last resort, the central bank will keep solvent banks liquid but let insolvent banks go out of business, as they should. The Fed tried this, but when the conventional wisdom ...


Apple Pay, Bitcoin, And Consumers: The Abcs Of Future Public Payments Law, Mark Edwin Burge Jul 2016

Apple Pay, Bitcoin, And Consumers: The Abcs Of Future Public Payments Law, Mark Edwin Burge

Mark Edwin Burge

As technology rolls out ongoing and competing streams of payments innovation, exemplified by Apple Pay (mobile payments) and Bitcoin (cryptocurrency), the law governing these payments appears hopelessly behind the curve. The patchwork of state, federal, and private legal rules seems more worthy of condemnation than emulation. This Article argues, however, that the legal and market developments of the last several decades in payment systems provide compelling evidence of the most realistic and socially beneficial future for payments law. The paradigm of a comprehensive public law regulatory scheme for payment systems - exemplified by Articles 3 and 4 of the Uniform Commercial ...


Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams Jul 2016

Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams

Cynthia A. Williams

No abstract provided.


Protecting Reasonable Expectations: Mapping The Trajectory Of The Law, Edward J. Waitzer, Douglas Sarro Jul 2016

Protecting Reasonable Expectations: Mapping The Trajectory Of The Law, Edward J. Waitzer, Douglas Sarro

Edward J. Waitzer

The doctrine of reasonable expectations has evolved into a powerful tool for judicial and regulatory activism and, as a result, a bellwether for the trajectory of the law. The concept has broadened — both in scope and in the range of potential claimants. Yet it has been used to achieve goals that are remarkably consistent across different areas of law: first, to require powerful actors to treat stakeholders fairly, which entails treating them with honesty and avoiding actions that would impose unnecessary or disproportionate costs on them; second, to uphold the integrity of legal or regulatory regimes by remedying actions that ...


Foreign Investor Protection And Climate Action: A New Price Tag For Urgent Policies, Gus Van Harten Jul 2016

Foreign Investor Protection And Climate Action: A New Price Tag For Urgent Policies, Gus Van Harten

Gus Van Harten

From a climate perspective, not all investment is equal. Desirable investment in clean energy needs encouragement and protection, while undesirable investment in fossil fuels needs clear policy signals to avoid further investment in destructive activities and stranding more assets. In this paper, evidence is presented on how foreign investor protection provisions in trade and investment agreements tilt the playing field in favor of entrenched incumbents and against urgent action on climate; on the potential for a massive expansion of investor-state litigation and risks to climate policy in proposed trade deals; and on key flaws in recent European Commission proposals to ...


Key Flaws In The European Commission’S Proposals For Foreign Investor Protection In Ttip, Gus Van Harten Jul 2016

Key Flaws In The European Commission’S Proposals For Foreign Investor Protection In Ttip, Gus Van Harten

Gus Van Harten

In November 2015, the European Commission released a proposed text on foreign investor protection in the EU-US Transatlantic Trade and Investment Partnership (TTIP). In this paper, I outline key flaws in this proposal, including language buried in the text that significantly undermines the EC's proposed provisions on the investment court system (ICS) and on the right to regulate.


Of Takeovers, Foreign Investment And Human Rights: Unpacking The Noranda-Minmetals Conundrum, Aaron A. Dhir Jul 2016

Of Takeovers, Foreign Investment And Human Rights: Unpacking The Noranda-Minmetals Conundrum, Aaron A. Dhir

Aaron A. Dhir

In September 2004 Toronto-based Noranda Inc., one of the world's largest producers of nickel and copper, and China Minmetals Corp., a state-owned Chinese company, announced exclusive talks regarding a potential 100 percent buy-out of Noranda. The proposed friendly takeover was expected to be valued at approximately $7.4 billion USD. The dynamic shifted, however, in mid-November when Noranda announced that the exclusivity period for negotiations had expired and would not be renewed. In early March 2005 Noranda expressed frustration at the continuing lengthy process, which was depressing its share value. At the time, Noranda owned 59 percent of leading ...


Reaffirmation Of Debt In Consumer Bankruptcy In Canada, Stephanie Ben-Ishai Jul 2016

Reaffirmation Of Debt In Consumer Bankruptcy In Canada, Stephanie Ben-Ishai

Stephanie Ben-Ishai

No abstract provided.


Regulating Payday Lenders In Canada: Drawing On American Lessons, Stephanie Ben-Ishai Jul 2016

Regulating Payday Lenders In Canada: Drawing On American Lessons, Stephanie Ben-Ishai

Stephanie Ben-Ishai

No abstract provided.


Book Review: Bankruptcy, Insolvency And Family Law, Stephanie Ben-Ishai Jul 2016

Book Review: Bankruptcy, Insolvency And Family Law, Stephanie Ben-Ishai

Stephanie Ben-Ishai

This is a review of Bankruptcy, Insolvency and Family Law, 2d ed by Robert A. Klotz.


Self-Regulation For Safety And Security: Final Minutes Or Finest Hour?, Douglas C. Michael Jul 2016

Self-Regulation For Safety And Security: Final Minutes Or Finest Hour?, Douglas C. Michael

Douglas C. Michael

The terrorist attacks of September 11, 2001, and the accounting and auditing crisis later caused by the Enron and Worldcom scandals of that same year, created a great sense of insecurity in many Americans. In this Article, I analyze the federal government's response to crisis. I first define what a crisis is: a sudden, existential threat to which the entity has insufficient resources to respond. I then explain how regulation for safety and security is unique in two aspects: perceptions matter, and the assistance of the regulated entities is essential. I proceed by describing and analyzing the regulatory history ...


Countercyclical Regulation And Its Challenges Jun 2016

Countercyclical Regulation And Its Challenges

Patricia A. McCoy

Historically, U.S. financial regulation has normally been procyclical, with federal regulators and Congress relaxing oversight during bull markets and cracking down once financial crises hit. After 2008, the wisdom of this approach came under attack. Critics argued that procyclical regulation left financial institutions undercapitalized and unable to withstand panics. Other critics asserted that economic downturns could be mitigated and even averted if regulators took steps to puncture asset bubbles.

The concept of countercyclical regulation responds to both of these critiques. This new approach posits that financial regulation would be more effective if financial regulation clamped down during financial expansions ...


Plaintiffs Carry Heavy Burden In Terror Suits Against Banks, Jimmy Gurule Jun 2016

Plaintiffs Carry Heavy Burden In Terror Suits Against Banks, Jimmy Gurule

Jimmy Gurule

Plaintiffs have a heavy burden to prove that the provision of routine financial services to suspected terrorists violated the ATA. While plaintiffs clearly met their burden in the Arab Bank case, that case did not involve the provision of routine banking services. Further, in the Palestinian Authority case several of the individuals who committed the terrorist attacks worked for the authority and were monetarily rewarded for their acts of terrorism.

Plaintiffs' lawyers in pending bank cases filed under the ATA therefore should be hesitant to read too much into the Arab Bank and Palestinian Authority verdicts.


Treating The New European Disease Of Consumer Debt In A Post-Communist State: The Groundbreaking New Russian Personal Insolvency Law, Jason J. Kilborn Jun 2016

Treating The New European Disease Of Consumer Debt In A Post-Communist State: The Groundbreaking New Russian Personal Insolvency Law, Jason J. Kilborn

Jason Kilborn

This article examines the tumultuous transition from restrictive Communism to the debt-fueled consumer economy of modern Russia. In particular, it surveys Russia’s legal response to severe debt distress, situating it in the context of nearly one thousand years of historical development. Effective 1 October 2015, Russia finally joined most of its European neighbors in adopting a personal bankruptcy law, with characteristics that reflect both evolving international best practices and a series of lessons not learned. This article offers the first detailed exposition in English of the two steps forward represented by this new law, as well as an evaluation ...


The Insurability Of Claims For Restitution, Christopher French May 2016

The Insurability Of Claims For Restitution, Christopher French

Christopher C. French

Does and should a wrongdoer’s liability insurance cover an aggrieved party’s claim for restitution (e.g., a claim for the disgorgement of ill-gotten gains)?  This article answers those questions.  It does so by first answering the question of whether claims for restitution are covered under the terms of liability insurance policies.  Then, after concluding that they are, it addresses the question of whether claims for restitution should be insurable as a matter of public policy and insurance law theory.  There are long-standing legal and equitable principles that, on the one hand, dictate that a wrongdoer should not be ...


The Insurability Of Claims For Restitution, Christopher French May 2016

The Insurability Of Claims For Restitution, Christopher French

Christopher C. French

Does and should a wrongdoer’s liability insurance cover an aggrieved party’s claim for restitution (e.g., a claim for the disgorgement of ill-gotten gains)?  This article answers those questions.  It does so by first answering the question of whether claims for restitution are covered under the terms of liability insurance policies.  Then, after concluding that they are, it addresses the question of whether claims for restitution should be insurable as a matter of public policy and insurance law theory.  There are long-standing legal and equitable principles that, on the one hand, dictate that a wrongdoer should not be ...


European Financial Regulations – Post Crisis Ciarb Presentation.Pdf, Mohamed Raffa Apr 2016

European Financial Regulations – Post Crisis Ciarb Presentation.Pdf, Mohamed Raffa

Mohamed Raffa Dr.

The presentation considers the case for Financial Regulations in financial markets, post crisis by reference to a selection of recent interpretations and cases involving European Union regulations.
The presentation also makes reference to a limited number of cases in other jurisdictions in which those regulations are a measure of the sorts of complicated financial disputes that may arise again in the future.
This is a review of the current knowledge on various tradeoffs regarding public policies towards systemic financial and corporate sector restructuring.
It discusses empirical findings that consistency in the framework adopted for bank and corporate restructuring is the ...


Degrees Of Intermediation, Patricia A. Mccoy Feb 2016

Degrees Of Intermediation, Patricia A. Mccoy

Patricia A. McCoy

No abstract provided.


Protecting Mutual Fund Investors: An Inevitable Eclecticism, Lyman P. Q. Johnson Dec 2015

Protecting Mutual Fund Investors: An Inevitable Eclecticism, Lyman P. Q. Johnson

Lyman P. Q. Johnson

After 75 years of experience with the Investment Company Act, improving investor protection remains an ongoing, multi-faceted, and frustratingly elusive endeavor.  Certain regulatory approaches have been more - or less - emphasized over the years, but today we still lack an agreed-upon singular “silver bullet” for assuring investor protection and must, of necessity, pursue an ever-evolving, eclectic approach to that central policy goal. 
 
            This chapter describes the various approaches taken to investor protection since 1940 and argues that moving on many, admittedly imperfect, fronts is the best regulatory strategy today and probably the only politically viable one in any event.  Board-centered, investor-centered ...