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Full-Text Articles in Law
The Facebook Effect: Secondary Markets And Insider Trading In Today's Startup Environment, Stephen F. Diamond
The Facebook Effect: Secondary Markets And Insider Trading In Today's Startup Environment, Stephen F. Diamond
Faculty Publications
The dismissal of a senior Facebook employee in connection with the purchase of Facebook shares on a private resale trading platform last year raised new concerns about secondary trading in the securities of private companies and insider trading. This practitioner-oriented essay explores these issues and suggests that startup companies consider adopting a variation on the standard insider trading policy widely adopted by public companies. The discussion is important in light of new attention being paid by regulators to insider trading as well as a debate in Congress about barriers to raising capital for smaller companies.
Like Moths To A Flame - International Securities Litigation After Morrison: Correcting The Supreme Court's Transactional Test, Marco Ventoruzzo
Like Moths To A Flame - International Securities Litigation After Morrison: Correcting The Supreme Court's Transactional Test, Marco Ventoruzzo
Journal Articles
Because of the broad jurisdiction American courts have asserted in cases arising under the Securities Exchange Act of 1934, they have been called a Shangri-la for “foreign-cubed” class actions with little connection to the United States. Over the past forty years, the standards used by American courts to determine their jurisdiction in international securities disputes have evolved, culminating in the U.S. Supreme Court’s Morrison decision of 2010. The new transactional test promulgated in Morrison replaced all of its predecessor tests, from a test measuring whether the conduct in question took place in the United States to a test measuring whether …
The Regulation Of Private Equity, Hedge Funds And State Funds, Henry Ordower
The Regulation Of Private Equity, Hedge Funds And State Funds, Henry Ordower
All Faculty Scholarship
This United States report responds to a questionnaire that the general reporter for the project prepared. The project describes United States law features of hedge funds, private equity funds and sovereign wealth funds and identifies critical current issues in their regulation and governance. The report also includes discussion of recent United States legislation on financial services that affects those pooled investment vehicles.
What Is A Security In The Crowdfunding Era?, Joan Macleod Heminway
What Is A Security In The Crowdfunding Era?, Joan Macleod Heminway
Scholarly Works
With the advent of the crowdfunding era, financial interests in business enterprises may look less like investment instruments commonly known as common stock or debentures, and more like loans, gambling bets, rights to consumable products or services or charitable or other nonprofit donations. A closer look at innovations in interests, instruments and offerings in the crowdfunding era preceding the enactment of the Jumpstart Our Business Startups Act (JOBS Act) offers a basis for comparisons and contrasts that raises questions about the categorization of instruments regulated as securities. These and other questions are important to a rethinking of the structure of …
The Political Economy Of Dodd-Frank: Why Financial Reform Tends To Be Frustrated And Systemic Risk Perpetuated, John C. Coffee Jr.
The Political Economy Of Dodd-Frank: Why Financial Reform Tends To Be Frustrated And Systemic Risk Perpetuated, John C. Coffee Jr.
Faculty Scholarship
A good crisis should never go to waste. In the world of financial regulation, experience has shown – since at least the time of the South Sea Bubble three hundred years ago – that only after a catastrophic market collapse can legislators and regulators overcome the resistance of the financial community and adopt comprehensive "re-form" legislation. U.S. financial history both confirms and conforms to this generalization. The Securities Act of 1933 and the Securities Exchange Act of 1934 were the product of the 1929 stock-market crash and the Great Depression, with their enactment following the inauguration of President Franklin Roosevelt …
Facebook, The Jobs Act, And Abolishing Ipos, Adam C. Pritchard
Facebook, The Jobs Act, And Abolishing Ipos, Adam C. Pritchard
Articles
Initial public offerings (IPOs)-the first sale of private firms' stock to the public-are a bellwether of investor sentiment. Investors must be bullish if they are putting their money into untested start-ups. IPOs are frequently cited in the business press as a key barometer of the health of financial markets. Politicians, too, see a steady flow of IPOs as an indicator that capital is fueling the entrepreneurial initiative that sustains the growth of new businesses. Growing businesses create jobs, so Republicans and Democrats can find common ground on the importance of promoting IPOs. That bipartisan consensus was on display this spring …
Downgrading Rating Agency Reform, Jeffrey Manns
Downgrading Rating Agency Reform, Jeffrey Manns
GW Law Faculty Publications & Other Works
The Dodd-Frank Act promised to usher in sweeping changes to overhaul the rating agency industry whose shortcomings helped to pave the way to the financial crisis. But two years after the Act’s passage, hopes have given way to disappointment. The most important challenges of how to enhance rating agency competition, accuracy, and accountability remain largely open questions. The Securities & Exchange Commission (SEC) has made progress in heightening rating agency oversight and addressing the most egregious abuses that fueled the financial crisis. But rating agency reforms have fallen far short of their potential due to the Act’s competing objectives to …
Executive Trade Secrets, Tom C.W. Lin
Executive Trade Secrets, Tom C.W. Lin
UF Law Faculty Publications
The law discriminates among a corporation’s secrets. In the eyes of the law, commercial secrets of corporations are legitimate secrets that deserve legal protection and nondisclosure, but personal secrets of executives are not as deserving of legal protection and nondisclosure. This divergent treatment of secrets has resulted in a legal landscape of perplexing, paradoxical paths for corporations and executives concerning executive disclosures — a precarious landscape that has left corporations and investors dangerously susceptible to revelations of private facts that shock market valuation and institutional stability.
This Article explores this divergent treatment of secrets in the context of public corporations …