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Full-Text Articles in Securities Law

Securities -- Insiders' Liability Under Section 16(B) Of The Securities Exchange Act For Stock Transfer After Corporate Merger -- Kern County Land Co. V. Occidental Petroleum Corp., John Olson Dec 2015

Securities -- Insiders' Liability Under Section 16(B) Of The Securities Exchange Act For Stock Transfer After Corporate Merger -- Kern County Land Co. V. Occidental Petroleum Corp., John Olson

John Olson

No abstract provided.


Regulatory Effectiveness In Ofcs, Andrew Morriss, Clifford Henson Jul 2015

Regulatory Effectiveness In Ofcs, Andrew Morriss, Clifford Henson

Andrew P. Morriss

The claim that OFCs are lax regulators has two weaknesses. First, it ignores differences between OFCs and onshore jurisdictions that influence the effectiveness of regulatory measures, such as their relative need to protect retail investors and the effectiveness of informal constraints. Second, leading OFCs deploy resources that are comparable to leading onshore jurisdictions by many measures.


Institutional Investors' Appetite For Alternatives, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker Apr 2015

Institutional Investors' Appetite For Alternatives, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker

Anne Tucker

No abstract provided.


The Shareholder Value Myth, Lynn Stout Feb 2015

The Shareholder Value Myth, Lynn Stout

Lynn A. Stout

No abstract provided.


On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout Feb 2015

On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout

Lynn A. Stout

In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted ...


Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn Stout Feb 2015

Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn Stout

Lynn A. Stout

No abstract provided.


Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn Stout Feb 2015

Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn Stout

Lynn A. Stout

No abstract provided.


Securities Exchange Act—Treatment Of Intrastate Use Of Telephone.—Rosen V. Albern Color Research, Inc.—And Nemitz V. Cunny, John Dobbyn May 2014

Securities Exchange Act—Treatment Of Intrastate Use Of Telephone.—Rosen V. Albern Color Research, Inc.—And Nemitz V. Cunny, John Dobbyn

John Dobbyn

No abstract provided.


The End Of Contractarianism? Behavioral Economics And The Law Of Corporations, Kent Greenfield Dec 2013

The End Of Contractarianism? Behavioral Economics And The Law Of Corporations, Kent Greenfield

Kent Greenfield

Reviews the current state of the scholarship in the field of behavioral economics as it relates to corporate and securities law.


An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias Dec 2012

An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias

Lawrence A. Hamermesh

At its 2012 National Lawyers Convention in Washington, D.C., the Corporations, Securities & Antitrust Practice Group of the Federalist Society for Law and Public Policy Studies hosted a panel discussion titled "Deregulating the Markets: The JOBS Act." The panel members were the Honorable Daniel M. Gallagher, Joseph H. Kaufman, Joanne T. Medero, Professor Robert T. Miller, and Professor Robert B. Thompson. The Honorable Frank H. Easterbrook moderated the discussion. This Article begins with a cursory overview of the Jumpstart Our Business Startups Act (the "JOBS Act" or "Act") provisions discussed by the panelists. It then summarizes the positions expressed by ...


Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate, Michael Greenberger Sep 2012

Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate, Michael Greenberger

Michael Greenberger

The price of crude oil in the futures markets has oscillated wildly during the past five years. Although these price swings may partly be a result of insufficient supply meeting large demand for oil, economic data demonstrate that market fundamentals have in fact remained in equilibrium. An overwhelming number of market participants, financial analysts, and academics have instead shown that unregulated excessive speculation in the oil futures markets is to blame. Such excessive speculation is a result of the financialization of commodities, which has exacerbated price swings in oil because the speculative upward betting causes artificially high prices that do ...


The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon Jun 2012

The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon

Scott T. FitzGibbon

The family is matter of heart and blood. It is created, in part, by physical and emotional intimacy. It projects itself through history through its biological dimension. Any reasonable definition of the family must recognize this fundamental characteristic. “Biological dimension” here refers, not only to genetic affinities, important as those may be, but to all physical connections and to all matters closely related to the physical. Thus, it includes all the activities and dispositions which, generation after generation, bring a family together in the great procreative project: the begetting and rearing of children. The biological dimension includes making love and ...


Regulation Of Speculation In The Financial Market: Focusing On Derivative Instruments, Christopher Chao-Hung Chen May 2012

Regulation Of Speculation In The Financial Market: Focusing On Derivative Instruments, Christopher Chao-Hung Chen

Christopher Chao-hung Chen

This article argues that market speculation is a conduct to acquire benefits by undertaking risk. Derivative instruments are powerful tools for market participants to conduct market speculation, which may help hedging, market making and completing investment market. However, pure and excessive speculation might cause net loss of market efficiency and create external costs. Some speculative transactions may imply asymmetric information. Market speculation might also lead to market abuse and even systemic risk. These reasons provide the basis to regulate market speculation by derivatives trading. This paper argues that Taiwan law might build on current regulatory model centring on the type ...


Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh Feb 2012

Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh

Renee Jones

This Article proposes a public enforcement model for the fiduciary duties of corporate directors. Under the dominant model of corporate governance, the principal function of the board of directors is to oversee the conduct of senior corporate officials. When directors fail to provide proper oversight, the consequences can be severe for shareholders, creditors, employees, and society at large. Despite general agreement on the importance of director oversight, courts have yet to develop a coherent doctrine governing director liability for the breach of oversight duties. In Delaware, the dominant state for U.S. corporate law, the courts tout the importance of ...


Reforming The Third Year Of Law School, Lyman Johnson, Robert Danforth, David Millon Dec 2011

Reforming The Third Year Of Law School, Lyman Johnson, Robert Danforth, David Millon

Lyman P. Q. Johnson

No abstract provided.


Law, Fact, And Discretion In The Federal Courts: An Empirical Study, Robert Anderson Dec 2011

Law, Fact, And Discretion In The Federal Courts: An Empirical Study, Robert Anderson

Robert Anderson IV

The organization of the federal judiciary rests upon a division of labor between trial courts and appellate courts. Central to this division of labor is the standard of review, which requires that appellate courts review factual and discretionary decisions deferentially. The conventional wisdom is that appellate courts almost never reverse trial court findings of fact and rarely reverse discretionary decisions. The prevailing view, however, is greatly oversimplified. Data from federal cases suggest that standards of review operate in a much more complex and nuanced way than the conventional account would indicate. The empirical evidence suggests that the appellate courts routinely ...


Does Sarbanes-Oxley Foster The Existence Of Ethical Executive Role Models In The Corporation?, Joan Heminway Oct 2011

Does Sarbanes-Oxley Foster The Existence Of Ethical Executive Role Models In The Corporation?, Joan Heminway

Joan M Heminway

If compliance with, or the efficacy of, Sarbanes-Oxley and other corporate governance initiatives requires that executives (or other firm leaders) be good ethical role models, then it is important to ask whether Sarbanes-Oxley - or any other attribute of existing corporate governance regulation - in fact promotes or permits the production or preservation of ethical role models in the executive ranks of public companies. An absence of support for ethical role models in public companies may signal the failure of broad-based federal corporate governance initiatives like Sarbanes-Oxley.

This Article assumes that ethical roles models may be important to the maintenance of good ...


Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership, Joan Heminway Oct 2011

Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership, Joan Heminway

Joan M Heminway

As a reaction to perceived and actual regulatory failures at the Securities and Exchange Commission (the SEC), from mistakes that contributed to the financial crisis to the Bernard Madoff affair, the SEC has been engaged in an operational transformation process. The growing literature on management and leadership in times of change -- change leadership literature -- offers a number of potentially valuable lenses through which we may assess reform at the SEC. With the thought that securities regulators and others may learn valuable lessons about the SEC’s restructuring and reorganization from experts in change leadership, this Article explores a selected group ...


Enron's Tangled Web: Complex Relationships; Unanswered Questions, Joan Heminway Oct 2011

Enron's Tangled Web: Complex Relationships; Unanswered Questions, Joan Heminway

Joan M Heminway

This essay originally was presented orally at the University of Cincinnati College of Law's Sixteenth Annual Corporate Law Symposium. The essay describes corporate agency and agency-related relationships as implicated in the "Enron affair" and explores ways in which the Sarbanes-Oxley Act of 2002 fails or attempts to address the alleged malfunctions in these relationships. The essay concludes that the reforms enacted in Sarbanes-Oxley provide little assistance in resolving agency and agency-related problems associated with Enron's public misstatements and omissions. Ultimately, the essay exhorts scholars and practicing lawyers to work together to resolve these problems through (among other things ...


The Best Of Times, The Worst Of Times: Securities Regulation Scholarship And Teaching In The Global Financial Crisis, Joan Heminway Oct 2011

The Best Of Times, The Worst Of Times: Securities Regulation Scholarship And Teaching In The Global Financial Crisis, Joan Heminway

Joan M Heminway

This short piece is an annotated version of remarks that I gave to introduce a roundtable discussion on securities regulation scholarship at the University of Maryland School of Law program on “Corporate Governance and Securities Law Responses to the Financial Crisis” held on April 17, 2009. The piece represents my current thoughts about what it is like to teach, research, and write in the area of securities regulation. Ultimately, the message I deliver is a positive one; there is much opportunity for securities regulation teachers and scholars in an environment like the one we have been wrestling with since at ...


Martha Stewart Saved! Insider Violations Of Rule 10b-5 For Misrepresented Or Undisclosed Personal Facts, Joan Heminway Oct 2011

Martha Stewart Saved! Insider Violations Of Rule 10b-5 For Misrepresented Or Undisclosed Personal Facts, Joan Heminway

Joan M Heminway

This article analyses the criminal securities fraud charges brought against Martha Stewart. Stewart was acquitted of these charges by a federal district court judge in February 2004. Specifically, the article initially focuses on whether the securities fraud charges brought against Stewart were valid as a matter of prosecutorial discretion and substantive law and whether the court was correct in granting Stewart's motion for acquittal before handing the rest of her case to the jury for deliberation. The article then offers substantive and procedural observations about Rule 10b-5 cases like the one brought against Stewart.


Save Martha Stewart? Observations About Equal Justice In U.S. Insider Trading Regulation, Joan Heminway Oct 2011

Save Martha Stewart? Observations About Equal Justice In U.S. Insider Trading Regulation, Joan Heminway

Joan M Heminway

Martha Stewart is the subject of a civil enforcement action alleging violations of U.S. securities laws and regulations governing insider trading. The facts, as we now know them, suggest that the considerable governmental resources spent in pursuit of Martha Stewart (which are out of proportion to the apparent financial magnitude of any illegal trading activity) result from an express decision to single her out for potential criminal prosecution or civil enforcement based on some personal characteristic or characteristics. After describing the basic structure of insider trading regulation in the United States, this paper identifies potential structural sources of selective ...


Federal Interventions In Private Enterprise In The United States: Their Genesis In And Effects On Corporate Finance Instruments And Transactions, Joan Heminway Oct 2011

Federal Interventions In Private Enterprise In The United States: Their Genesis In And Effects On Corporate Finance Instruments And Transactions, Joan Heminway

Joan M Heminway

In response to U.S. corporate failures involved in the current global financial crisis, traditional corporate finance vehicles and tools were widely used in new ways and for new purposes. Of course, one object of the U.S. government’s investment and intervention in, and exercise of influence over, private enterprise during the crisis was to provide for or ensure the provision of adequate capital funding. But its investment, intervention, and influence also represented a new way to oversee and otherwise regulate key business enterprises in the financial services and automotive sectors. This Article reviews certain aspects of the use ...


Personal Facts About Executive Officers: A Proposal For Tailored Disclosures To Encourage Reasonable Investor Behavior, Joan Heminway Oct 2011

Personal Facts About Executive Officers: A Proposal For Tailored Disclosures To Encourage Reasonable Investor Behavior, Joan Heminway

Joan M Heminway

Required disclosures under U.S. securities laws, whether mandated by line-item disclosure rules, gap-filling regulations, or antifraud provisions, tend to focus principally, although not exclusively, on corporate facts - information about an issuer of securities or a transaction involving an issuer of securities. Although there are line-item disclosure rules that require the public revelation of personal facts about executive officers (both by the issuer and by the executive himself or herself), these rules are limited in scope. However, public disclosure of executives' personal facts not covered by these line-item rules still may be required under applicable gap-filling regulations or antifraud provisions ...


Materiality Guidance In The Context Of Insider Trading: A Call To Action, Joan Heminway Oct 2011

Materiality Guidance In The Context Of Insider Trading: A Call To Action, Joan Heminway

Joan M Heminway

This article reflects upon certain negative effects associated with the ambiguity of the current legal standard for materiality in the insider trading context and suggests and demonstrates an approach to mitigating these negative effects. Specifically, after describing and illustrating the concept of materiality and its application in the insider trading context, this article identifies and assesses applicable regulatory policies, showing that these policies do not dictate an imprecise definition of materiality. Next, the article explains certain negative impacts on stockholder value emanating from the lack of predictability and certainty in interpreting and applying the existing materiality standard, including negative impacts ...


Hell Hath No Fury Like An Investor Scorned: Retribution, Deterrence, Restoration, And The Criminalization Of Securities Fraud Under Rule 10b-5, Joan Heminway Oct 2011

Hell Hath No Fury Like An Investor Scorned: Retribution, Deterrence, Restoration, And The Criminalization Of Securities Fraud Under Rule 10b-5, Joan Heminway

Joan M Heminway

This brief article focuses attention on the ineffectual nature of prosecutions of corporations and their insiders - generally, officers and directors - for securities fraud under Rule 10b-5. Specifically, the article begins by briefly summarizing the nature of enforcement actions and related penalties under Rule 10b-5. Next, the article argues that, as currently conceived and executed, criminal enforcement actions under Rule 10b-5 are ineffective as a means of achieving retribution, as deterrents of undesirable behavior, and as enforcement vehicles that vindicate the policies underlying Rule 10b-5. As a means of addressing these criticisms, the article suggests possible enhancements to Rule 10b-5 prosecutions ...


Martha’S (And Steve’S) Good Faith: An Officer’S Duty Of Loyalty At The Intersection Of Good Faith And Candor, Joan Heminway Oct 2011

Martha’S (And Steve’S) Good Faith: An Officer’S Duty Of Loyalty At The Intersection Of Good Faith And Candor, Joan Heminway

Joan M Heminway

This short paper begins to explore whether a corporate officer’s duty of good faith extends to public disclosures of personal facts. Specifically, the paper preliminarily attacks the following question: in the post Stone v. Ritter, post-Gantler v. Stephens era in which we now live, is the absence or inadequacy of an executive officer’s disclosure of personal facts a breach of the duty of good faith and, as a result, the fiduciary duty of loyalty under Delaware law? The answer to this question is tied up in recent jurisprudence of the Delaware Supreme Court at the intersection of the ...


Martha Stewart And The Forbidden Fruit: A New Story Of Eve, Joan Heminway Oct 2011

Martha Stewart And The Forbidden Fruit: A New Story Of Eve, Joan Heminway

Joan M Heminway

This paper narrates a biblical story - Eve’s ingestion of the forbidden fruit - and analogizes it to a recent business law story that I explore in my scholarship and use in my teaching - Martha Stewart’s sale of ImClone stock as alleged insider trading. The analogy, while imperfect, helps expose interesting questions about the descriptive and normative content of U.S. insider trading law and related legal process issues. Although many of the points made in the paper (and the related details and examples presented) can be and have been explored or used in other ways, I contend that the ...


Teaching And Learning The Law Of Boats, Robert Anderson Dec 2010

Teaching And Learning The Law Of Boats, Robert Anderson

Robert Anderson IV

I have taught admiralty and maritime law exactly twice. That experience hardly makes me an expert in training future proctors. What that experience does give me, however, is the perspective that comes from having recently confronted the challenges of learning the field myself. And that perspective has led me to teach the admiralty survey course differently from how I teach any of my other classes and differently from how i perceive other admiralty classes that are taught by more experienced teachers. In this essay, I hope to explain how and why I teach admiralty differently, with the hope of offering ...


Parent, Child, Husband, Wife: When Recognition Fails, Tragedy Ensues, Scott Fitzgibbon Dec 2010

Parent, Child, Husband, Wife: When Recognition Fails, Tragedy Ensues, Scott Fitzgibbon

Scott T. FitzGibbon

This article briefly notes some developments in the law and society of our present age regarding the understanding — the recognition — of marriage, fatherhood, motherhood, and the family. The article warns against a certain casualness, a confusion, perhaps even a certain promiscuity of thought, that has occasionally emerged in the law. Drawing on Sophocles' drama Oedipus the King and on the scriptural narrative of David and Bathsheba, the article investigates what might be called the "moral location" of the activity of recognition. It proposes that recognition of basic family forms is a process with a deep dimension. It apprehends that failure ...