Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- SEC (2)
- Securities and Exchange Commission (2)
- AML (1)
- Administrative proceedings; Dodd-Frank; Securities Regulation; Chamber of Commerce; Fair enforcement; Admissibility of evidence; Hearsay; Discovery; Securities and Exchange Commission (SEC) Rules of Practice; Administrative guidelines; History of the SEC; Securities Exchange Acts of 1933 and 1934; Insider Trading Sanctions Act of 1984 (ITSA); Securities Fraud Enforcement Act of 1988 (ITSFEA); Securities Enforcement Remedies and Penny Stock Reform Act of 1990; Sarbanes-Oxley; Administrative Law Judges (ALJs); Statutory interpretation; Chevron deference; Forum selection; Administrative rulemaking; Code of Federal Regulations (CFR); CFR Rule 360; CFR Rule 233; CFR Rule 320; Pre-hearing length; Depositions (1)
- Annual Reports (1)
-
- Anti-Money Laundering Legislation (1)
- Arbitration (1)
- Bespeak Caution (1)
- Bespeaks Caution Doctrine (1)
- Broker-dealers (1)
- Brokerage firms (1)
- Circuit split (1)
- Contracts (1)
- Corporate Law; Corporate Control; Insolvency; Zone of Insolvency;Takeover; Bankruptcy; Bankruptcy Law; Liquidation; Recapitalization; Governance Power; (1)
- Corporate Law; Corporate Control; Insolvency; Zone of Insolvency;Takeover; Bankruptcy; Bankruptcy Law; Liquidation; Recapitalization; Governance Power; Asset Sale; Section 363(b); RSA; RSAs; Chapter 11; Debtor (1)
- Customer Identification Program (1)
- Customers (1)
- Disclosures (1)
- Dispute resolution (1)
- Dodd-Frank (1)
- Dodd-Frank Wall Street Reform and Consumer Protection Act; Fraud; Hedge Funds; Misappropriation of Assets; Systemic Risk; Financial Systems; Securities Regulation; Institutional Investors; Risk Prevention; Systemic Failure; Long Term Capital Management (LTCM); Retailization; Leveraged Assets; Depository-Custodian; External Independent Valuer; Securities and Exchange Commission (SEC); Defining Hedge Funds; The Alpha; The Securities Act of 1933; The Securities and Exchange Act of 1934; The Investment Company Act of 1940; The Investment Advisers Act of 1940; Bank Runs; Derivatives; Short Selling; Trading Volume; Repo Agreements; Like-Banks Activities; Investor Protection; Scandals; The Sophisticated Investor Doctrine; Pension Funds; Compliance; SEC's Anti-Fraud Rule; SEC's Custody Rule; The International Organization of Securities Commissions (IOSCO) (1)
- Duty (1)
- Enforcement (1)
- Exchange (1)
- FAA (1)
- FINRA (1)
- Federal Arbitration Act (1)
- Federal Securities Law; Securities; Securities Law; Information; Informational Asymmetries; Financial Distress; Credit Default Swaps; CDS; Decoupling; Compliance; Final Period; Class Action Certification; Rule 10b-5; Management's Discussion and Analysis; Disclosure Requirements; Extra-company; Decoupling Activities; Information Asymmetry; Third-party Activities; Public Information; Empty Creditors; Bankrupt; Bankruptcy Law; Default; Net Short; Norske Skog; Hovnanian; Windstream Services; GSO Capital Partners (1)
- FinCEN (1)
- Financial Crimes Enforcement Network (1)
- Publication
- Publication Type
Articles 1 - 13 of 13
Full-Text Articles in Securities Law
The Market For Corporate Control In The Zone Of Insolvency: Symposium Introduction, Edward J. Janger
The Market For Corporate Control In The Zone Of Insolvency: Symposium Introduction, Edward J. Janger
Brooklyn Journal of Corporate, Financial & Commercial Law
No abstract provided.
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Brooklyn Journal of Corporate, Financial & Commercial Law
Federal securities law seeks to ensure the quality and quantity of information that corporations make publicly available. Informational asymmetries associated with companies in financial distress, but not in bankruptcy, have received little attention. This Article explores some important asymmetries in this context that are curious in their origin, nature, and impact. The asymmetries are especially curious because of the impact of a world with credit default swaps (CDS) and CDS-driven debt “decoupling.” The Article explores two categories of asymmetries. The first relates to information on the company itself. Here, the Article suggests there is fresh evidence for the belief that …
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Brooklyn Journal of Corporate, Financial & Commercial Law
Bankruptcy is a market for corporate control. Current bankruptcy practice offers two alternative mechanisms for effectuating changes in control of a firm: (1) a pre-plan all-asset sale under section 363(b) of the Bankruptcy Code; or (2) an asset sale or recapitalization pursuant to a plan of reorganization under section 1129 of the Code. Pre-plan sales under section 363(b) are fast, but lack the procedural protections associated with a restructuring or sale pursuant to a plan. Plan confirmation can be costly and uncertain, however. Restructuring support agreements (“RSAs”)—contractual agreements to support a future restructuring that has certain agreed-upon characteristics—appear to offer …
An Exception To The Derivative Rule: Allowing Mutual Fund Investors To Bring Suits Directly, Jamie D. Kurtz
An Exception To The Derivative Rule: Allowing Mutual Fund Investors To Bring Suits Directly, Jamie D. Kurtz
Brooklyn Law Review
Mutual funds differ greatly from traditional corporations in the way they are formed and operated. Despite these differences, courts apply the same rules for derivative shareholder litigation to both types of entities. While these rules make sense and were mostly created with corporations in mind, courts have generally been unwilling to consider mutual funds’ unique characteristics in determining whether to allow direct litigation from shareholders. This note explores those unique characteristics and the usual policy reasons for requiring derivative litigation. It concludes that in most cases these unique characteristics make a derivative suit nearly impossible to sustain. Further, the normal …
A Bridge Too Far: A Critical Analysis Of The Securities And Exchange Commission's Approach To Equity Market Regulation, John Polise
Brooklyn Journal of Corporate, Financial & Commercial Law
Using the framework articulated by Thomas S. Kuhn in his book, The Structure of Scientific Revolutions, this Article traces the evolution of equity market regulation in terms of its epistemological foundations and operative paradigms. It examines the SEC’s growth from a more passive partner with the securities industry to being an aggressive and perhaps overly intrusive arbiter of equity market operations. This Article identifies two distinct paradigms of securities regulation—the “Self-Regulatory Paradigm” and the “Micro-Intervention Paradigm.” The Self-Regulatory Paradigm and the Micro-Intervention Paradigm are not compatible, and this Article explains how the intellectual dissonance between them ultimately allowed the Micro-Intervention …
From Systemic Risk To Financial Scandals: The Shortcomings Of U.S. Hedge Fund Regulation, Marco Bodellini
From Systemic Risk To Financial Scandals: The Shortcomings Of U.S. Hedge Fund Regulation, Marco Bodellini
Brooklyn Journal of Corporate, Financial & Commercial Law
In the recent past, hedge funds have demonstrated that they can pose and spread systemic risk across the financial markets, and that their managers can use them to commit fraud and misappropriation of fund assets. Even if the first issue now seems to be considered a serious one by the U.S. legislature, which in 2010, as a legislative response to the global financial crisis of 2007-2008, enacted the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (Dodd-Frank), the current regulation still appears inconsistent and inappropriate to prevent and face it. By contrast, the second issue is not always considered …
The Choice Is (Not) Yours: Why The Sec Must Further Amend Its Rules Of Practice To Increase Fairness In Administrative Proceedings, Madeline Ilibassi
The Choice Is (Not) Yours: Why The Sec Must Further Amend Its Rules Of Practice To Increase Fairness In Administrative Proceedings, Madeline Ilibassi
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission (SEC) plays an extremely important role within the securities industry—it oversees the financial markets, protects consumers, and maintains market efficiency. One of the most important (and recently one of most criticized) responsibilities of the SEC is its duty to enforce the securities laws and punish violators. During the past two decades, and especially after the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, the SEC’s Division of Enforcement has grown substantially and has utilized administrative enforcement proceedings at an increasing rate. However; this utilization has been occurring without any substantial …
Mandatory Third Party Compliance Examinations For Investment Advisers: An Sec Waterloo?, Mercer Bullard
Mandatory Third Party Compliance Examinations For Investment Advisers: An Sec Waterloo?, Mercer Bullard
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission (SEC or Commission) appears to be on the verge of requiring investment advisers to undergo third party examinations. One justification for the rulemaking is that the Commission lacks sufficient resources to examine advisers frequently enough. Another is to create indirectly a self-regulatory organization (SRO) for investments advisers. Both may leave a rulemaking particularly vulnerable to challenge as arbitrary and capricious under the Administrative Procedures Act. This Article considers three novel grounds on which a rulemaking may be successfully challenged. Congress has repeatedly rejected SEC requests to provide additional funding for examinations or to create an …
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
Brooklyn Journal of Corporate, Financial & Commercial Law
Optimism is an indispensable element of effective salesmanship. It is therefore quite natural for the directors of public companies to want to optimistically tout the potential long-term benefits of investing in their companies. After all, directors of public companies must be empowered to attract the attention and money of American investors. But what happens if these long-term projections fail to come true? Who is to blame for long-term projections that are simply unrealistic? A doctrine called the “bespeaks caution” doctrine has emerged in order to govern these inquiries, and holds that these optimistic forward-looking statements are legally immunized provided that …
The Customer's Nonwaivable Right To Choose Arbitration In The Securities Industry, Jill I. Gross
The Customer's Nonwaivable Right To Choose Arbitration In The Securities Industry, Jill I. Gross
Brooklyn Journal of Corporate, Financial & Commercial Law
Arbitration has been the predominant form of dispute resolution in the securities industry since the 1980s. Virtually all brokerage firms include predispute arbitration agreements (PDAAs) in their retail customer contracts, and have successfully fought off challenges to their validity. Additionally, the industry has long mandated that firms submit to arbitration at the demand of a customer, even in the absence of a PDAA.
More recently, however, brokerage firms have been arguing that forum selection clauses in their agreements with sophisticated customers (such as institutional investors and issuers) supersede firms’ duty to arbitrate under FINRA Rule 12200. Circuit courts currently are …
The Sixth Pillar Of Anti-Money Laundering Compliance: Balancing Effective Enforcement With Financial Privacy, Maria A. De Dios
The Sixth Pillar Of Anti-Money Laundering Compliance: Balancing Effective Enforcement With Financial Privacy, Maria A. De Dios
Brooklyn Journal of Corporate, Financial & Commercial Law
The U.S. government has responded to the increase of financial crimes, including money laundering and terrorist financing, by requiring that financial institutions implement anti-money laundering compliance programs within their institutions. Most recently, the Financial Crimes Enforcement Network exercised its regulatory powers, as authorized by the Treasury Department, by proposing regulations that now explicitly add customer due diligence to the preexisting anti-money laundering regime. The policy behind the government’s legislative and regulatory measures is clear—financial institutions must ensure that they are protected from and not aiding in the illegal efforts of criminals. The complexity and insidiousness of these financial crimes makes …
Reconciling Federal And State Interest In Securities Regulation In The United States And Europe, Roberta S. Karmel
Reconciling Federal And State Interest In Securities Regulation In The United States And Europe, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Attorney's Securities Law Liabilities, Roberta S. Karmel
Attorney's Securities Law Liabilities, Roberta S. Karmel
Faculty Scholarship
No abstract provided.