Law Commons^™

Examining The Merits Of Dual Regulation For Single-Stock Futures: How The Divergent Insider Trading Regimes For Federal Futures And Securities Markets Demonstrate The Necessity For (And Virtual Inevitability Of) Dual Cftcsec Regulation For Single-Stock Futures, Zachary T. Knepper

The University of New Hampshire Law Review

[Excerpt] "Single-stock futures are a recent addition to the financial landscape in the United States and provide retail and institutional investors with a new tool for investment or speculation. So far, the market response to these instruments has been cool. Some observers have argued that the regulatory framework for single-stock futures is a cause of the lack of investor interest. Single-stock futures are regulated by both the Commodities Futures Trading Commission (“CFTC”) and the Securities and Exchange Commission (“SEC”), and this system of dual regulation has been criticized as overly burdensome and unnecessary."

The Law And Economics Of Securities Fraud: Section 29(A) And The Non-Reliance Clause, David K. Lutz

Chicago-Kent Law Review

This Note examines whether precluding a plaintiff from claiming reasonable reliance on representations made outside of a final written agreement containing a non- reliance clause violates Section 29(a) of the Securities Exchange Act of 1934. The Note uses the Third Circuit's recent decision in AES v. Dow Chemical Co. to put the issue in context, and concludes that the court reached the wrong conclusion. By accepting the assumptions of law and economics, and addressing the arguments against such an approach from behavioralists and other critics, the Note argues that adopting a clear rule enforcing non-reliance clauses produces certainty in contractual …

Let The Money Do The Governing: The Case For Reuniting Ownership And Control, Usha Rodrigues

Scholarly Works

Part I of the Article outlines the problems with the current method of board selection and functioning. Management or management-sympathetic board members often select the board nominees, who share social ties with other board members. Boards tend to avoid "rocking the boat" by questioning management's recommendations, and because of the way the proxy process is structured, shareholders cannot effectively use their votes to oust unsatisfactory board members.

Part II analyzes the SEC's recent proposals for reform, which center on granting shareholders more opportunities to nominate candidates to the board. These proposals attempt to give shareholders a greater voice in the …

Entering The U.S. Securities Markets: Regulation Of Non-U.S. Issuers, Barbara Black

Faculty Articles and Other Publications

The U.S. securities markets offer the greatest opportunities for businesses that wish to raise additional capital or expand their shareholder base. Large non-U.S. corporations regularly tap the U.S. market for infusions of capital, and the securities of many non-U.S. corporations are listed on the New York Stock Exchange or traded on NASDAQ. Smaller non-U.S. entities, however, may be deterred from entering the U.S. markets because of concerns about the burdens of U.S. securities regulation. These concerns are legitimate: a decision to enter the highly-regulated U.S. securities markets should not be made lightly. For non-U.S. private issuers, perhaps the greatest difficulty …

The Irrelevance Of State Corporate Law In Governance Of Public Companies, J. Robert Brown Jr.

University of Richmond Law Review

No abstract provided.

Shareholder Proxy Access To The Ballot: What Will Be The Implications Of The Sec's Proposed Shareholder Access Rule If It Is Adopted From Governance, Implementation And A Public Perspective?, Bryan J. Shea

Seton Hall University Dissertations and Theses (ETDs)

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In Re Nortel Networks Corp. Securities Litigation, Janis Golubock

NYLS Law Review

No abstract provided.

Extraterritorial Jurisdiction And U.S. Securities Law: Seeking Limits For Application Of The 10(B) And 10b-5 Antifraud Provisions, Brandy L. Fulkerson

Kentucky Law Journal

No abstract provided.

Legal And Ethical Duties Of Lawyers After Sarbanes-Oxley, Susan P. Koniak, George M. Cohen, Roger C. Cramton

Faculty Scholarship

This Article examines the legal and ethical duties of lawyers after Sarbanes-Oxley, focusing on the application, interpretation and ambiguities of the SEC rule implementing Section 307. Although our primary frame of reference will be on the SEC's new rules as an aspect of lawyer regulation, those rules are part of federal securities laws and should be considered in that aspect, i.e., whether they advance the purposes of the federal securities laws. The rules affecting lawyers should not be assessed in a vacuum as a mere turf war between federal regulators on the one hand and the organized bar and its …

The Case For Registering Patents And The Law And Economics Of Present Patent-Obtaining Rules, F. Scott Kieff

GW Law Faculty Publications & Other Works

(Note: this is a substantially revised version of Harvard Olin Working Paper No. 415 of May 2003, SSRN Abstract ID No. 392202 (http://ssrn.com/abstract=392202) and includes more detailed discussion of issues including the DOE, willfulness and the Knorr decision, and the FTC Report on patents and antitrust.)

Critics of the patent system suggest the rules for determining patentability should be stricter, subjecting patents to more scrutiny during Patent Office examination. This Article offers a counterintuitive model system under which patent applications are registered, not examined, to elucidate a new normative view that sees present positive law rules for obtaining patents as …

Sec Enforcement Of Attorney Up-The-Ladder Reporting Rules: An Analysis Of Institutional Contraints, Norms, And Biases, Michael A. Perino

Faculty Publications

In their paper and in their earlier comments to the SEC on the proposed attorney reporting rules, Professors Cramton, Cohen and Koniak do an excellent job recounting the genesis of the attorney reporting requirements in the Sarbanes-Oxley Act, describing the SEC's proposed and final rules and critiquing the rule's triggering mechanism and now apparently shelved noisy withdrawal requirement. Their case study of the recent Spiegel, Inc. independent examiner's report is a particularly useful vehicle for examining the practical implications of the SEC's policy and drafting choices. Although I was a member of a committee that submitted comments opposed to noisy …

The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen, William Michael Treanor, Jill E. Fisch, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine Mcguire, Annette Nazareth, Lee A. Pickard

Fordham Journal of Corporate & Financial Law

No abstract provided.

Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan

Fordham Journal of Corporate & Financial Law

No abstract provided.

Regulation Fd-Fairly Disruptive? An Increase In Capital Market Inefficiency, Peter Talosig Iii

Fordham Journal of Corporate & Financial Law

No abstract provided.