Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- International Law (5)
- Securities Law (5)
- Constitutional Law (4)
- Foreign Corrupt Practices Act (4)
- International law (3)
-
- SEC (2)
- Securities (2)
- Securities fraud (2)
- Accounting (1)
- Accounting standards (1)
- Banking (1)
- Basle Accords (1)
- Bernie Madoff; Hedge Fund; Dodd-Frank; Ponzi scheme; SEC Enforcement (1)
- Canada (1)
- Capital market (1)
- Capital markets law (1)
- China (1)
- Chinese Economic Area (1)
- Class actions (1)
- Competition Law (1)
- Convergence (1)
- Cross-listing; bonding theory; International Financial Reporting Standards; corporate governance (1)
- Dodd-Frank (1)
- EC (1)
- Economic scandal (1)
- Enron; energy trading; derivatives (1)
- European Community (1)
- Extraterritorial (1)
- F Cubed (1)
- F Squared (1)
- Publication Year
Articles 1 - 22 of 22
Full-Text Articles in Securities Law
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
Northwestern Journal of International Law & Business
Whether a foreign or American claimant has a private right of action in so-called ―Foreign-Cubed‖ or ―Foreign-Squared‖ claims under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Securities and Exchange Commission (SEC) Rule 10b-5 has been the subject of much debate among U.S. courts, Congress, and the international community. Historically, these cases have been heard in the United States if the conduct had a substantial effect in the United States or on U.S. citizens (the effects test), or if the fraudulent or wrongful conduct occurred in the United States (the conduct test). However, in June 2010, …
Is Canada The New Shangri-La Of Global Securities Class Actions?, Tanya J. Monestier
Is Canada The New Shangri-La Of Global Securities Class Actions?, Tanya J. Monestier
Northwestern Journal of International Law & Business
There has been significant academic buzz about Silver v. Imax, an Ontario case certifying a global class of shareholders alleging statutory and common law misrepresentation in connection with a secondary market distribution of shares. Although global class actions on a more limited scale have been certified in Canada prior to Imax, it can now be said that global classes have “officially” arrived in Canada. Many predict that the Imax decision means that Ontario will become the new center for the resolution of global securities disputes. This is particularly so after the United States largely relinquished this role in Morrison v. …
Addressing Inept Sec Enforcement Efforts: Lessons From Madoff, The Hedge Fund Industry, And Title Iv Of The Dodd-Frank Act For U.S. And Global Financial Systems, Cheryl Nichols
Northwestern Journal of International Law & Business
A global regulatory framework for hedge fund custodians is needed, in addition to Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act or Dodd-Frank), to reduce the risk of the occurrence of another Madoff fraud and to assess systemic risk posed by hedge fund activities in the global financial system. This article recommends the creation of a single global regulator for independent, qualified hedge fund custodians to which country regulators must submit sufficient information to protect investors and to assess the level of systemic risk posed by hedge fund activities in the global …
The Derivative Market’S Black Sheep: Regulation Of Non-Cleared Security-Based Swaps Under Dodd-Frank, Barry Le Vine
The Derivative Market’S Black Sheep: Regulation Of Non-Cleared Security-Based Swaps Under Dodd-Frank, Barry Le Vine
Northwestern Journal of International Law & Business
This paper seeks to comprehensively analyze the SEC's security-based swaps mandate and how it should regulate those non-cleared OTC derivatives within its regulatory ambit to promote market stability, protect counterparties, and reduce the incentives for cross-border regulatory arbitrage which leads to systemic risk creation. It argues that there are many legitimate and compelling reasons for entering into bespoke security-based swap transactions and that imposing collateral and margin requirements would only distort the economics of these trades. It further argues that the SEC should not be in the business of setting margin requirements, which would be an unprecedented move for the …
Short Selling In A Financial Crisis: The Regulation Of Short Sales In The United Kingdom And The United States, Katherine Mcgavin
Short Selling In A Financial Crisis: The Regulation Of Short Sales In The United Kingdom And The United States, Katherine Mcgavin
Northwestern Journal of International Law & Business
In a well-regulated market with minimal risk of abuse, the liquidity and information efficiency benefits of short selling far outweigh its potential harm. Contrary to the recent hostility short sellers face from market regulators and the popular press, short sellers in aggregate are neither market villains nor agents of destruction. While a small minority of short sellers have exploited lax regulation and inattentive enforcement of anti-abuse rules to manipulate stock prices and earn substantial fees, these rare episodes suggest that the world's major capital markets need better enforcement of existing rules and not new rules per se. The failure of …
Lowering The Cost Of Rent: How Ifrs And The Convergence Of Corporate Governance Standards Can Help Foreign Issuers Raise Capital In The United States And Abroad, Kyle W. Pine
Northwestern Journal of International Law & Business
Since the early 1990s the United States has experienced a dramatic growth in the number of foreign firms choosing to trade their shares in U.S. markets. Meanwhile, Europe and other markets have not experienced this effect to the same extent. there has been an observable worldwide growth in stock market capitalization since the 1990s with an increasing number of foreign issuers choosing to cross-list their shares abroad, usually in the United States. Traditional explanations for why firms choose to cross-list have focused primarily on access to trade in more liquid markets. A more convincing theory for why firms cross-list, attributed …
The Equivalence Approach To Securities Regulation, Tzung-Bor Wei
The Equivalence Approach To Securities Regulation, Tzung-Bor Wei
Northwestern Journal of International Law & Business
It is undisputed that the world's financial markets are becoming increasingly international and increasingly integrated. "How should regulators respond?" is a hotly contested issue. Academic literature debates two competing approaches to international securities regulation--"harmonization" and "regulatory competition." Harmonization is the idea that rules and regulations should be standardized across countries as much as possible. Countries may achieve harmonization by ceding lawmaking authority to an international body or agency; alternatively, countries may agree to enact similar rules through their normal, domestic rule-promulgating procedures. In contrast to the harmonization approach stands the regulatory competition approach. Under this model, countries do not coordinate …
Beyond Enron: Regulation In Energy Derivatives Trading, Alexia Brunet, Meredith Shafe
Beyond Enron: Regulation In Energy Derivatives Trading, Alexia Brunet, Meredith Shafe
Northwestern Journal of International Law & Business
The bankruptcy of the Enron Corporation in December 2002 is the biggest corporate bankruptcy in U.S. history. The Houston-based company, formed in 1985, became the nation's seventh-largest company in revenue by buying electricity from generators and selling it to consumers. Because Enron made the market in energy trading, its collapse fundamentally altered the U.S. energy trading industry. Equally important, the disclosure of Enron's role in California's power market crisis shattered confidence in deregulated wholesale-electricity and natural gas markets, creating obstacles for new players seeking to restore confidence in energy trading markets. New market entrants offer their clients a more complete …
Ec Reforms Of Corporate Governance And Capital Markets Law: Do They Tackle Insiders' Opportunism?, Luca Enriques, Matteo Gatti
Ec Reforms Of Corporate Governance And Capital Markets Law: Do They Tackle Insiders' Opportunism?, Luca Enriques, Matteo Gatti
Northwestern Journal of International Law & Business
Company and capital markets laws are rapidly evolving everywhere: there are few countries around the world where they have not been the subject of reform or where at least a reform agenda has not been devised. There are various reasons for this, both global and local. Among the global (or common) reasons for reform, two at least deserve to be singled out: large-scale market crises or prominent economic scandals, and financial development.
A Securities Regulator Looks At Onvergence, Donald T. Nicolaisen
A Securities Regulator Looks At Onvergence, Donald T. Nicolaisen
Northwestern Journal of International Law & Business
For many years there has been a dedicated group of practitioners, standard setters, business leaders and others from around the world who have worked to establish a single set of globally accepted accounting standards for the benefit of the capital markets. These people clearly had their hearts in the right place but, absent a binding mandate to apply the standards, it seemed largely a labor of love. Now I expect those pioneering initiatives and the many years of effort to pay off because in 2005 a large number of companies are joining what up to now has been a limited …
Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox
Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox
Northwestern Journal of International Law & Business
The symposium issue is a nice microcosm of the competition law issues facing the world. It presents the tensions between national control and world integration. It presents the twin, conflicting impulses to eschew internationalization, hoping to do well enough by deepened positive comity (Waller), and to embrace internationalization at least cautiously to address concerns where unharnessed operation of national interests obstructs efficient solutions and where internationalization is most likely to sidestep the political landmines (Fiebig).
Integration Of International Financial Regulatory Standards For The Chinese Economic Area: The Challenge For China, Hong Kong, And Taiwan, Lawrence L.C. Lee
Integration Of International Financial Regulatory Standards For The Chinese Economic Area: The Challenge For China, Hong Kong, And Taiwan, Lawrence L.C. Lee
Northwestern Journal of International Law & Business
This article initially reviews the current development of financial services that converge regulatory systems around the world. Along with focusing on banking and securities, this article assesses financial systems and regulators within China, Hong Kong, and Taiwan respectively. The evaluation of the CEA's financial system is based on recommendations issued by the Basle Committee. In addition, with respect to the principle of national treatment, this article evaluates the operations of foreign financial institutions in the CEA. In the future, participation in the WTO will enable the CEA to experience greater growth and increase its participation in the internationalization of financial …
Fasb V. Iasc: Are The Structure And Standard Setting Process At The Iasc Adequate For The Securities And Exchange Commission To Accept International Accounting Standards For Cross-Border Offerings? , Charles Canfield
Northwestern Journal of International Law & Business
This comment compares and contrasts the IASC's structure and stan- dard setting process with the structure and process for promulgating ac- counting standards of the Financial Accounting Standards Board ("FASB"), the standard setter for the United States. The purpose of this comparison is to determine whether or not the IASC's structure and process for standard development are adequate for the development of acceptable core standards. This comparison uses FASB, not for the purpose of imposing FASB as the standard setter for the world, but for the purpose of comparing the IASC with an established long-standing standard setter, and because the …
Globalizing Sanctions Against Foreign Bribery: The Emergence Of A New International Legal Consensus, David A. Gantz
Globalizing Sanctions Against Foreign Bribery: The Emergence Of A New International Legal Consensus, David A. Gantz
Northwestern Journal of International Law & Business
Part I of the article begins with a review of the rationale and key legal ele- ments of the U.S. Foreign Corrupt Practices Act. Part II describes recent efforts by the United States to convince other governments and firms of the need for binding, enforceable and universally accepted rules against corrupt payments to foreign public officials. Parts III and IV survey the activities of various governmental organizations and major private sector groups that support international efforts to effectively discourage foreign bribery, re- spectively. The key sections, Parts V and VI, describe, analyze and critique the two major international conventions, the …
The Development Of Compliance Programs: One Company's Experience, Patrick J. Head
The Development Of Compliance Programs: One Company's Experience, Patrick J. Head
Northwestern Journal of International Law & Business
Though the FCPA is only a small portion of the coverage of corporate compliance programs, this perspective will focus on the FCPA and, to a certain extent, on other collateral impact statutes, such as securities and in- ternal revenue laws. It will not delve into related statutes, such as the over- seas reach of antitrust laws.
Does Russia Need A Securities Law?, Greg Lumelsky
Does Russia Need A Securities Law?, Greg Lumelsky
Northwestern Journal of International Law & Business
The question in the title of this article is not necessarily rhetorical. Perhaps a more appropriate inquiry is, does Russia need its current securi- ties law?' The response to the titular question is, as I will argue, clearly yes. The answer to the second question is to a large extent negative. Given the prevailing economic conditions in Russia, the course of enterprise pri- vatization, and the principal institutions shaping Russian capital markets, there is good reason to think that rather than assisting the growth and en- trenchment of a market in securities, much of the current Russian securities legislation will …
Defending Sec And Doj Fcpa Investigations And Conducting Related Corporate Internal Investigations: The Triton Energy/Indonesia Sec Consent Decree Settlements, Arthur F. Mathews
Defending Sec And Doj Fcpa Investigations And Conducting Related Corporate Internal Investigations: The Triton Energy/Indonesia Sec Consent Decree Settlements, Arthur F. Mathews
Northwestern Journal of International Law & Business
This article will summarize the foreign bribery/corrupt foreign pay- ments provisions of the FCPA, briefly survey the related books and records and internal accounting controls provisions, analyze available defenses to civil and criminal FCPA charges, and explore sensitive substantive and strategic issues that arise in the defense of SEC and DOJ/grand jury investi- gations and in the conduct of related corporate internal investigations. This article will also analyze the recent SEC consent decree settlements in the Triton Energy/Indonesia case, and explore the types of defenses that might be pursued if an FCPA foreign payments case like Triton were litigated rather …
International Financial Institutions Face The Corruption Eruption: If The Ifis Put Their Muscle And Money Where Their Mouth Is, The Corruption Eruption May Be Capped, James P. Jr. Wesberry
International Financial Institutions Face The Corruption Eruption: If The Ifis Put Their Muscle And Money Where Their Mouth Is, The Corruption Eruption May Be Capped, James P. Jr. Wesberry
Northwestern Journal of International Law & Business
This article addresses what IFIs are doing, are not doing, and hopefully might do to help cap the corruption eruption sweeping our world. The article primarily relates the efforts of the World Bank in this area and briefly discusses efforts by other major IFIs.
Internationalization Of Stock Markets: Potential Problems For United States Shareholders, John H. Ehrlich
Internationalization Of Stock Markets: Potential Problems For United States Shareholders, John H. Ehrlich
Northwestern Journal of International Law & Business
Despite considerable advance publicity, the internationalization of the world's stock markets remains in the incipient stage of development. Nonetheless, the exchange of capital across international borders through the purchase and sale of equity securities is likely to continue. This Comment will explore the potential problems faced by United States shareholders when the corporations in which they own stock list and offer equity securities on stock exchanges in foreign countries.
Performance Bonds, Bankers' Guarantees, And The Mareva Injunction, Peter S. O'Driscoll
Performance Bonds, Bankers' Guarantees, And The Mareva Injunction, Peter S. O'Driscoll
Northwestern Journal of International Law & Business
Performance bonds and bankers' guarantees are common features of international sales and construction contracts. They figure prominently in contracts with buyers and employers in the Middle East. In recent years, the amounts represented by these instruments have grown so large that banks have begun to syndicate them in order to limit the exposure of any one bank. With so much at stake, it is imperative that traders, bankers, and lawyers understand the legal implications of performance bonds and bankers' guarantee agreements and the treatment of such agreements by the courts. This Comment will address some of the problems associated with …
Extraterritorial Application Of United States Commodity And Securities Laws To Market Transactions In An Age Of Intercontinental Trading Links, Harold A. Malkin
Extraterritorial Application Of United States Commodity And Securities Laws To Market Transactions In An Age Of Intercontinental Trading Links, Harold A. Malkin
Northwestern Journal of International Law & Business
The recently operational trading link between the Chicago Mercantile Exchange ("CME") and the Singapore International Monetary Exchange ("SIMEX") is one of the most significant developments to occur in the securities industry in recent memory. While the initial phase of this intermarket, intercontinental link involves only the trading of Eurodollar, Deutsche mark, and Japanese yen futures contracts, the prospects for the trading of additional contracts, and the further expansion of trading hours, ultimately to round-the-clock trading, appear favorable. The internationalization of both foreign and domestic futures markets is clearly the order of the day. A trading link connecting the futures exchanges …
Continental Grain (Australia) Pty. Ltd. V.Pacific Oilseeds, Inc.: An Unjustifiable Expansion Of Subject Matter Jurisdiction In A Transnational Securities Fraud Case, Joseph A. Marovitch
Continental Grain (Australia) Pty. Ltd. V.Pacific Oilseeds, Inc.: An Unjustifiable Expansion Of Subject Matter Jurisdiction In A Transnational Securities Fraud Case, Joseph A. Marovitch
Northwestern Journal of International Law & Business
This note will suggest that the holding in Continental Grain repre- sents an unjustifiably expansive application of the conduct test. Recog- nizing the Second Circuit's expertise in the securities law area, this note will critically examine the case of that circuit, concluding that the Sec- ond Circuit would not have found jurisdiction under the conduct test on the facts of Continental Grain.' Next, SEC v. Kasser,8 a Third Cir- cuit case relied upon by the court in Continental Grain, will be criticized as an unwarranted expansion of the conduct test. Unwarranted or not, Kasser also could have been distinguished on …