Law Commons^™

Asking The Right Questions: How Jill Fisch Debunks Narratives And Arrives At Solutions, Hillary A. Sale

Georgetown Law Faculty Publications and Other Works

Without a doubt, Professor Jill E. Fisch is one of the most influential scholars in the corporate and securities law space. Whether we measure her contributions by awards, areas of influence, or volume, Professor Fisch’s work is at the top of the list. It is, indeed, no surprise that the Institute for Law and Economic Policy (ILEP) chose to honor Professor Fisch at this year’s corporate and securities symposium, hosted with the University of Pennsylvania Journal of Business Law. I am honored to write this introduction about Professor Fisch and explore her work and influence over time, with an emphasis …

Stakeholderism Silo Busting, Aneil Kovvali

Articles by Maurer Faculty

The fields of antitrust, bankruptcy, corporate, and securities law are undergoing tumultuous debates. On one side in each field is the dominant view that each field should focus exclusively on a specific constituency—antitrust on consumers, bankruptcy on creditors, corporate law on shareholders, and securities regulation on financial investors. On the other side is a growing insurgency that seeks to broaden the focus to a larger set of stakeholders, including workers, the environment, and political communities. But these conversations have largely proceeded in parallel, with each debate unfolding within the framework and literature of a single field. Studying these debates together …

Payment For Order Flow And The Great Missed Opportunity, Joel Seligman

Scholarship@WashULaw

In late January and early February 2021, an astounding story of stock market price volatility captivated the nation. GameStop, a corporation that in recent years had prodigiously lost money – $492 million two years earlier, $296 million the last year for which it reported data – rose from a low of $2.57 to a high of $483. In January 2021 alone, GameStop had risen from a closing price of $17.25 on January 4 to a close of $347.61 on January 27 before falling 44 percent to a close of $193.60 on January 28, rising 68 percent to a close of …

Private Enforcement Of Company Law And Securities Regulation In Korea, Hwa-Jin Kim

Book Chapters

This chapter offers a brief overview of the private enforcement of corporate law and securities regulation in Korea, with particular reference to the current legislative efforts in the Korean National Assembly and recent court cases. This chapter also talks about Korea’s ill-fated and misguided adoption of the fraud-on-the-market theory in securities fraud litigation.

Notes From The Border: Writing Across The Administrative Law/Financial Regulation Divide, Robert B. Ahdieh

Faculty Scholarship

A central feature – if not the central feature – of legal scholarship today is analysis across divides.

It is surprising, then, how little has been written across the divide that separates administrative law and financial regulation. That is perhaps especially so, given the modest nature of the relevant divide: one that is intra- rather than interdisciplinary, one that operates within rather than across geographic boundaries, and one that involves no temporal dimension but operates entirely within current-day law.

For all the proximity in their interests, targets of study, and even analytical tools, however, scholars of administrative law and of …

Do Conservative Justices Favor Wall Street: Ideology And The Supreme Court's Securities Regulation Decisions, Marco Ventoruzzo, Johannes W. Fedderke

Journal Articles

The appointment of Supreme Court justices is a politically-charged process and the "ideology" (or "judicial philosophy") of the nominees is perceived as playing a potentially relevant role in their future decision-making. It is fairly easy to intuit that ideology somehow enters the analysis with respect to politically divisive issues such as abortion and procreative rights, sexual conduct, freedom of speech, separation of church and state, gun control, procedural protections for the accused in criminal cases, governmental powers. Many studies have tackled the question of the relevance of the ideology of the justices or appellate judges on these issues, often finding …

Stock Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin Haeberle

Faculty Publications

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …

Mismatch: The Misuse Of Market Efficiency In Market Manipulation Class Actions, Charles R. Korsmo

Faculty Publications

Plaintiffs commonly bring two distinct types of claims under Section 1(b) of the Securities Exchange Act of 1934: 1) claims of material misrepresentations or omissions; and 2) claims of trade-based market manipulation. Despite the distinctive features of the two types of claims, courts have tended to treat them identically when applying the “fraud on the market” doctrine. In particular, courts have required both types of plaintiffs to make identical showings that the relevant security traded in an “efficient market” in order to gain a presumption of reliance. The reasons for requiring such a showing by plaintiffs in a misrepresentation case …

Managing Corporate Federalism: The Least-Bad Approach To The Shareholder Bylaw Debate, Christopher M. Bruner

Scholarly Works

Over recent decades, shareholders in public corporations have increasingly sought to augment their own power - and, correlatively, to limit the power of boards - through creative use of corporate bylaws. The bylaws lend themselves to such efforts because enacting, amending, and repealing bylaws are essentially the only corporate governance actions that shareholders can undertake unilaterally. In this Article I examine thecontested nature of bylaws, the fundamental issues of corporate power and purpose that they implicate, and the differing ways in which state and federal lawmakers and regulators may impact the debate regarding thescope of the shareholders' bylaw authority.

The …

A Tale Of Two Crises, William K. Black

Faculty Works

The savings and loan debacle of the 1980s was the worst financial scandal in U.S. history. The estimated present value cost to the taxpayers was $150-175 billion ($1993). The debacle was a major contributor to a sharp recession in real estate values in the Southwest. However, it had only a negligible effect on the general economy.

The Japanese economy, the second largest in the world, also experienced a crisis in the 1980s. Twin “bubbles” in its stock and real estate markets hyper inflated for most of the decade of the 1980s. In general, the bigger the bubble, the worse the …

Successful Financial Regulators Think Like Public Health Experts: Why Regulators Must Fight 'Control Fraud' Like Public Health Specialists, William K. Black

Faculty Works

“Control fraud” is the leading cause of bank failures and financial crises. In “control fraud” the persons controlling a seemingly legitimate entity use it as a weapon to defraud. This essay analyzes the role of regulators in two epidemics of control fraud: the savings & loan debacle of the 1980s and the ongoing financial crises that first became acute in the nonprime mortgage sector.

Effective regulation is essential to prevent and contain such epidemics. An epidemic is the natural outcome of a “pathogenic environment” which requires a reservoir of hosts for the pathogens to infect, and “vectors” to spread the …

How Trust Is Abused In Free Markets: Enron’S 'Crooked 'E’', William K. Black

Faculty Works

A market can have a lemon's problem when one party to the transaction has far superior information to the other and defects are not obvious. The classic bad car, the "lemon" led to the name for this theory. A lemon's market is inefficient. Both consumers and reputable sellers of high quality goods are harmed by the consumer's inability to distinguish superior goods. Frauds, who sell poor quality goods by misrepresenting quality are the only winners. Markets beset by lemon's problems may be improved by government intervention, which can aid both consumers and honest sellers.

In his article "How Trust is …

The Best Of Times, The Worst Of Times: Securities Regulation Scholarship And Teaching In The Global Financial Crisis, Joan Macleod Heminway

Scholarly Works

This short piece is an annotated version of remarks that I gave to introduce a roundtable discussion on securities regulation scholarship at the University of Maryland School of Law program on “Corporate Governance and Securities Law Responses to the Financial Crisis” held on April 17, 2009. The piece represents my current thoughts about what it is like to teach, research, and write in the area of securities regulation. Ultimately, the message I deliver is a positive one; there is much opportunity for securities regulation teachers and scholars in an environment like the one we have been wrestling with since at …

The Future Of Shareholder Democracy, Lisa Fairfax

All Faculty Scholarship

This Article seeks to ascertain the impact of the Securities and Exchange Commission's rejection in 2007 of a proxy access rule, a rule that would have required corporations to include shareholder-nominated candidates on the ballot. On the one hand, the SEC's rejection appears to be a stunning blow to the shareholders' rights campaign because many shareholders' rights advocates have long considered access to the corporate ballot as the "holy grail" of their campaign for increased shareholder power. On the other hand, some corporate experts maintain that characterizing proxy access as the indispensable ingredient for sufficient shareholder influence fails to appreciate …

Martha Stewart And The Forbidden Fruit: A New Story Of Eve, Joan Macleod Heminway

Scholarly Works

This paper narrates a biblical story - Eve’s ingestion of the forbidden fruit - and analogizes it to a recent business law story that I explore in my scholarship and use in my teaching - Martha Stewart’s sale of ImClone stock as alleged insider trading. The analogy, while imperfect, helps expose interesting questions about the descriptive and normative content of U.S. insider trading law and related legal process issues. Although many of the points made in the paper (and the related details and examples presented) can be and have been explored or used in other ways, I contend that the …

Class Action Reform: Lessons From Securities Litigation, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Basic, Inc. V. Levinson, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Gould V. Ruefenacht, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Landreth Timber Co. V. Landreth, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Daily Income Fund, Inc. V. Fox, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Dirks V. Securities And Exchange Commission, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Transamerica Mortgage Advisors, Inc. V. Lewis, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Leroy V. Great Western United Corp., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Parklane Hosiery Co., Inc. V. Shore, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

International Brotherhood Of Teamsters, Chauffeurs, Warehousemen & Helpers Of America V. Daniel, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Touche Ross Co. V. Redington, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Ernst & Ernst V. Hochfelder, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Foremost-Mckesson, Inc. V. Provident Securities Co., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Securities Investor Protection Corporation V. Barbour, Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.

Rondeau V. Mosinee Paper Corp., Lewis F. Powell Jr.

Supreme Court Case Files

No abstract provided.