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- European Union; United States; corporate governance; ESG; corporate social responsibility; fiduciary duty; European Parliament; European Commission; sustainability; environment; human rights; governance; Securities Exchange Commission. (1)
- SEC; Securities; Insider Trading; Shadow Trading; Trading; Informed Trading; Panuwat; Van Buren v. United States; Shadow Trading; Insider Ttrading Prohibition Act; Disclosure (1)
- Securities Regulation; Finfluencer; Social Media; Social Media Influencer; Investment Adviser; Investment Advice; Meme Stocks (1)
- Special purpose acquisition companies; SPAC; Initial Public Offering; IPO; Securities; Markets; Wall Street; Shareholder; Redemption right; Business Organizations; Corporations (1)
- Unicorn Companies; Startups; Security Disclosures; Securities Exchange Act; JOBS Act (1)
Articles 1 - 5 of 5
Full-Text Articles in Securities Law
Drowning Unicorns: The Case Against More Disclosure In Private Markets, Matthew Whang
Drowning Unicorns: The Case Against More Disclosure In Private Markets, Matthew Whang
Brooklyn Journal of Corporate, Financial & Commercial Law
This Note traces the economic and legal factors that led to the proliferation of unicorn companies—private, venture-backed startups valued over one billion dollars—over the past decade and argues that unicorn companies should be subject to fewer security disclosures. A lighter disclosure regime fosters greater private-market illiquidity, which, in turn, better aligns an investor’s profit motive with prudential corporate management. Because they cannot flee at the first sign of trouble, shareholders are incentivized to play a more active role in overseeing management and eschew risky decisions that threaten the well-being of a company to avoid losing their investments. Given the dynamic …
Whom Is Corporate Esg Integration For?, Ryan Brennan
Whom Is Corporate Esg Integration For?, Ryan Brennan
Brooklyn Journal of International Law
Notions of corporate social responsibility (CSR) and more recently, environmental, social, and governance (ESG) have found their way into the boardrooms of the world’s largest corporations. The prominence of this trend has revived the timeless debate over the true function of for-profit business. Traditional theory calls for a corporation to maximize shareholder’s profits—a view known as “shareholder primacy.” A competing contemporary school of thought finds that corporate purpose naturally extends beyond generating return on the investment of a given shareholder to reflect social objectives and the many dependent constituents of a business. As it stands, US corporate law tracks the …
Sec V. Panuwat: The Federal Pursuit Of Shadow Trading, Kayla Kershen
Sec V. Panuwat: The Federal Pursuit Of Shadow Trading, Kayla Kershen
Brooklyn Journal of Corporate, Financial & Commercial Law
In 2021, the SEC filed a complaint against a biopharmaceutical executive, Matthew Panuwat, for trading on material non-public information in violation of both the federal securities laws and his employer’s company policies. However, because the subject of the confidential information was not his employer, but a similarly situated peer company, Panuwat’s conduct constitutes “shadow trading.” The SEC’s enforcement, and the Northern District of California’s subsequent approval, indicate that company insiders may face liability for shadow trading. However, as written, the SEC arguably bases its attachment of federal liability on the company policies that Panuwat was bound by and violated. This …
Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch
Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch
Brooklyn Journal of Corporate, Financial & Commercial Law
Special Purpose Acquisition Companies (SPACs) have skyrocketed in recent years as an alternative for taking private companies public through an initial public offering (IPO). SPACs are blank-check companies that raise capital through public exchanges for the “special purpose” of acquiring a privately held company. Once acquired, the private company will take the SPAC’s place on the public exchange, effectively accomplishing the same thing as a traditional IPO but without all the onerous reporting requirements and upfront costs. For these reasons, SPACs have become the next big thing in securities markets despite being around since the 1990s. Throughout 2020 and 2021, …
“Finfluencers In The Wild” A Call For Regulation Addressing The Growth Of Online Investment Advice, Mia Stefanou
“Finfluencers In The Wild” A Call For Regulation Addressing The Growth Of Online Investment Advice, Mia Stefanou
Brooklyn Law Review
Illustrated in part by the abnormal market volatility that resulted from the popularity of meme stocks in early 2021, a new era of securities trading is taking place. With increasing frequency, investors look to social media discourse for investment advice. The current regulatory regime in the United States fails to address the increasing prominence of a new type of market participant—the “finfluencer.” This new breed of advisor is the social media influencer who provides investment advice to other users online. This note discusses the global conversations surrounding the emergence of this group, examines the US governance framework, specifically the Investment …