Securities Law Commons^™

The Role Of Comparative Law In Shaping Corporate Statutory Reforms, Marco Ventoruzzo

Marco Ventoruzzo

This Essay discusses how comparative law played and plays a role in the statutory development of corporate laws. The influence of laws of other systems on the development of statutory law is common, explicit, and represents a tradition that accompanied legal reforms since the very beginning of the development of legislation. Focusing on modern corporate law, I argue (but the argument could be extended to many other legal fields) that it is necessary to distinguish two basic ways in which comparative law influences legal reforms in one particular jurisdiction. The first one is through regulatory competition among different systems. In …

Globalization Of Securities Enforcement: A Shift Toward Enhanced Regulatory Intensity In Brazil’S Capital Market?, Eugenio J. Cárdenas

Eugenio J. Cárdenas

This Paper, written for the “Globalization of the United States Litigation Model” symposium at Brooklyn Law School (October 21, 2011), inquires on whether emerging capital markets are shifting toward enhanced regulatory intensity in the enforcement of their securities laws, under the context of global legal convergence. It ventures into this puzzle of globalization, corporate law enforcement, and financial development, in light of the increasing phenomenon of regulatory convergence and international cooperation among securities regulators, in the realm of capital market surveillance and enforcement.

Focus is placed on the emerging Latin American region, namely Brazil’s securities market. The study explores Brazil’s …

The Economic Theory Of Derivative Actions, Diego G. Pardow

Diego G. Pardow

This paper offers a model to formalize the economic theory of derivative actions developed during the last 30 years. From this perspective, the derivative action presents two interrelated problems. The first is how to solve the collective action problem that prevents that minority shareholders file a suit. The second is how to control the risk of collusive settlements between the defendant manager and the plaintiff’s attorney. This model identifies the fundamental tradeoffs that are implicit in these problems, as well as an optimum that could be used as normative benchmark. In brief, it argues that if the goal of derivative …