Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- SEC (2)
- Appraisal (1)
- Blockchain (1)
- Business entities (1)
- Control premiums (1)
-
- Corporate Disclosure Regulation (1)
- Corporate governance (1)
- Corporations (1)
- Cryptocurrency (1)
- DAO (1)
- Decentralized autonomous organization (1)
- Disclosure (1)
- Enforcement (1)
- Federal courts (1)
- Fiduciary duties (1)
- Fraud (1)
- IRS (1)
- Implicit Communications (1)
- Income taxation (1)
- Insider trading (1)
- Internal Revenue Service (1)
- Judge Jed Rakoff (1)
- Law & economics (1)
- Location of economic activity (1)
- Misrepresentation (1)
- PoS (1)
- PoW (1)
- Policy goals (1)
- Principle of certainty (1)
- Private equity (1)
Articles 1 - 5 of 5
Full-Text Articles in Securities Law
A Babe In The Woods: An Essay On Kirby Lumber And The Evolution Of Corporate Law, Lawrence Hamermesh
A Babe In The Woods: An Essay On Kirby Lumber And The Evolution Of Corporate Law, Lawrence Hamermesh
All Faculty Scholarship
This essay examines the development of corporate law during the time span of the author's career, focusing on the interrelated subjects of valuation, corporate purpose, and shareholder litigation.
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
All Faculty Scholarship
While the law on insider trading has been convoluted and, in Judge Jed S. Rakoff’s words, “topsy turvy,” the law on insider trading is supposedly clear on at least one point: insider trading liability is premised upon a fiduciary relationship. Thus, all three seminal U.S. Supreme Court cases articulating the necessary elements for demonstrating any form of insider trading liability under § 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 made crystal clear that a fiduciary relationship represented the lynchpin for such liability.
Alas, insider trading law is not clear about the source from which the fiduciary …
Implicit Communication And Enforcement Of Corporate Disclosure Regulation, Ashiq Ali, Michael T. Durney, Jill E. Fisch, Hoyoun Kyung
Implicit Communication And Enforcement Of Corporate Disclosure Regulation, Ashiq Ali, Michael T. Durney, Jill E. Fisch, Hoyoun Kyung
All Faculty Scholarship
This study examines the challenge of implicit communication -- qualitative statements, tone, and non-verbal cues -- to the effectiveness of enforcing corporate disclosure regulation. We use a Regulation Fair Disclosure (Reg FD) setting, given that the SEC adopted the regulation recognizing that managers can convey non-public information privately not just through explicit quantitative disclosures but also through implicit communication. In a high-profile enforcement action, however, the court focused on a literal examination of the manager’s language rather than his positive spin to conclude that the SEC had been “too demanding” in examining the manager’s statements and that its enforcement policy …
Taxing Bitcoin And Blockchains—What The Irs Told Us (And What It Didn’T), David J. Shakow
Taxing Bitcoin And Blockchains—What The Irs Told Us (And What It Didn’T), David J. Shakow
All Faculty Scholarship
The IRS recently issued its second description of how it will treat Bitcoin and other blockchain assets. Some of its analysis leaves open questions that invite further consideration, and important issues remain unresolved. Moreover, because the popular Bitcoin blockchain uses a "proof of work" consensus procedure, issues relating to the alternative "proof of stake" procedure have been neglected.
Private Company Lies, Elizabeth Pollman
Private Company Lies, Elizabeth Pollman
All Faculty Scholarship
Rule 10b-5’s antifraud catch-all is one of the most consequential pieces of American administrative law and most highly developed areas of judicially-created federal law. Although the rule broadly prohibits securities fraud in both public and private company stock, the vast majority of jurisprudence, and the voluminous academic literature that accompanies it, has developed through a public company lens.
This Article illuminates how the explosive growth of private markets has left huge portions of U.S. capital markets with relatively light securities fraud scrutiny and enforcement. Some of the largest private companies by valuation grow in an environment of extreme information asymmetry …