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Securities Law Commons

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Antitrust and Trade Regulation

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Articles 1 - 7 of 7

Full-Text Articles in Securities Law

Bardy Diagnostics V. Hill-Rom: New Lessons On Material Adverse Effect Clauses, Robert T. Miller Jun 2022

Bardy Diagnostics V. Hill-Rom: New Lessons On Material Adverse Effect Clauses, Robert T. Miller

Brooklyn Journal of Corporate, Financial & Commercial Law

In Bardy Diagnostics, Inc. v. Hill-Rom, Inc., the Delaware Court of Chancery once again had to apply a Material Adverse Effect clause to determine whether an acquirer was required to close an acquisition. The case develops the law of MAEs in several important ways. First, the agreement between the parties substituted for the customary MAE objects (e.g., the company’s business, financial condition, and results of operations) a bespoke defined term. The court interpreted the definition of that term in a way that made it functionally equivalent to more customary MAE objects; then, consistent with an unacknowledged trend in Delaware law, …


Freeing Cryptoassets From Howey: A Defense Of Genuine Token Offering, Kathryn A. Daly Jun 2022

Freeing Cryptoassets From Howey: A Defense Of Genuine Token Offering, Kathryn A. Daly

Brooklyn Journal of Corporate, Financial & Commercial Law

The Securities Exchange Commission (SEC) is the most powerful regulator of the U.S. securities market and serves to “protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.” The agency’s task of protecting retail investors and regulating market participants has been, at times, reduced to a binary choice between “Main Street” investors and “Wall Street” insiders. Some regulators and legislators rely on this binary to put pressure on cryptoassets, claiming that more regulation leads to more effective investor protections. This Note rejects that premise. Genuine tokens offerings (i.e., unregistered security offerings not designed to defraud investors) must be …


A Continental Rift? The United States And European Union's Contrasting Approaches To Regulating The Monopolistic Behavior Of Gatekeeper Platforms, Peter R. Enia Jun 2022

A Continental Rift? The United States And European Union's Contrasting Approaches To Regulating The Monopolistic Behavior Of Gatekeeper Platforms, Peter R. Enia

Brooklyn Journal of Corporate, Financial & Commercial Law

Over the past decade, gatekeeper platforms, such as Amazon.com, Inc. (Amazon), have created highly monopolistic business models to benefit themselves while undermining third-party merchants on digital marketplaces. To illustrate, Amazon collects third-party merchant and consumer data on its marketplace to improve its private-label brands while simultaneously selling them alongside third-party merchant products, creating a significant conflict of interest business model. To address this anticompetitive behavior, the United States (U.S.) and the European Union (E.U.) have proposed contrasting approaches. The U.S., through the Ending Platform Monopolies Act, offers a structural separation remedy, giving the Department of Justice and Federal Trade Commission …


Liquidity, Systemic Risk, And The Bankruptcy Treatment Of Financial Contracts, Rizwaan J. Mokal Jan 2015

Liquidity, Systemic Risk, And The Bankruptcy Treatment Of Financial Contracts, Rizwaan J. Mokal

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


Mutual Funds, Pension Funds, Hedge Funds And Stock Market Volatility: What Regulation By The Securities And Exchange Commission Is Appropriate?, Roberta S. Karmel Mar 2005

Mutual Funds, Pension Funds, Hedge Funds And Stock Market Volatility: What Regulation By The Securities And Exchange Commission Is Appropriate?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Transcript Of The Roundtable On Insider Trading: Law, Policy And Theory After O'Hagan, Roberta S. Karmel Sep 1998

Transcript Of The Roundtable On Insider Trading: Law, Policy And Theory After O'Hagan, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Assessment Of Shelf Registration: How Much Diligence Is Due Investors?, Roberta S. Karmel Apr 1986

Assessment Of Shelf Registration: How Much Diligence Is Due Investors?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.