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2012

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Articles 1 - 23 of 23

Full-Text Articles in Securities Law

Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel Dec 2012

Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel

Richard A Grisel

This paper argues that game theory provides powerful, effective new tools to analyze externalities that occur in the context of strategic, multi-party, interactive decision-making. I will attempt to treat this as a non-technical paper and avoid the complex mathematics better left to economists and mathematicians. Instead, a more achievable goal is to illustrate how high-seas open-access fishing is virtually identical to a game situation, treat the fundamentals of game theory, and demonstrate that game theoretic analyses are well-suited and fruitful for designing effective policy responses to fisheries management, particularly with respect to the straddling stocks problem. Indeed, one seminal fisheries …


Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup Dec 2012

Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup

Vincent V. Hilldrup

At a time when hedge fund returns have been stagnating and failing to meet expectations in the period from 2004-2007, they have also attracted significant amounts of capital as investors have eagerly sought to secure above market returns.1 Pressured to perform in the wake of the 2008 financial crisis, hedge funds have turned to shareholder activism as a means of maximizing profits and increasing their returns on investment, seeking to influence corporate policy and, if necessary, hold underperforming managers accountable. With significant amounts of funds available at their disposal, they have the means to pressure management and directly influence corporate …


The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon Nov 2012

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

David K. Millon

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.


Who "Caused" The Enron Debacle?, David K. Millon Nov 2012

Who "Caused" The Enron Debacle?, David K. Millon

David K. Millon

No abstract provided.


State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon Nov 2012

State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon

David K. Millon

No abstract provided.


Securities Law — Rule 10b-5— Purchaser-Seller Requirement — Blue Chip Stamps V Manor Drug Stores, Robert E. Fox Nov 2012

Securities Law — Rule 10b-5— Purchaser-Seller Requirement — Blue Chip Stamps V Manor Drug Stores, Robert E. Fox

Robert Fox

No abstract provided.


Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace Oct 2012

Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace

Perry Wallace

No abstract provided.


On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee Oct 2012

On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee

Robert Rhee

Credit rating agencies are important institutions of the global capital markets. If they had performed properly, the financial crisis of 2008–2009 would not have occurred, and the course of world history would have been different. There is a near universal consensus that reform is needed, but none as to the best approach. The problem has not been solved. This Article offers the simplest fix proposed thus far, and it is contrarian. Unlike other reform proposals, this Article accepts the central role of rating agencies in the regulation of bond investments, the realities of a duopoly, and the issuer-pay model of …


The Cost Of Securities Fraud, Urska Velikonja Sep 2012

The Cost Of Securities Fraud, Urska Velikonja

Urska Velikonja

Under the dominant account, securities fraud by public firms harms the firms’ shareholders and, more generally, capital markets. Recent financial legislation—the JOBS Act and the Dodd-Frank Act—as well as the influential 2011 D.C. Circuit decision in Business Roundtable v. SEC reinforce that same worldview. This Article contends that the account is wrong. Misreporting distorts economic decision-making by all firms, both those committing fraud and not. False information, coupled with efforts to hide fraud and avoid detection, impairs risk assessment by providers of human and financial capital, suppliers and customers, and thus misdirects capital and labor to lower-value projects. If fraud …


The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez Aug 2012

The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez

Steven A. Ramirez

No abstract provided.


Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From "Central Bank" To "Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc., Charles W. Murdock Aug 2012

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From "Central Bank" To "Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc., Charles W. Murdock

Charles W. Murdock

No abstract provided.


Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone Jun 2012

Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone

Michelle M. Harner

The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them? This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …


Puelo V Topel: The Court Got It Wrong, Charles W. Murdock May 2012

Puelo V Topel: The Court Got It Wrong, Charles W. Murdock

Charles W. Murdock

No abstract provided.


A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock May 2012

A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock

Charles W. Murdock

No abstract provided.


The Supreme Court’S Decisions In Arthur Andersen And Dura Pharmaceuticals, Charles W. Murdock May 2012

The Supreme Court’S Decisions In Arthur Andersen And Dura Pharmaceuticals, Charles W. Murdock

Charles W. Murdock

No abstract provided.


Liberalization Of Taiwan’S Securities Markets: The Case Of Cross-Taiwan-Strait Listings, Wen-Yeu Wang, Christopher Chao-Hung Chen May 2012

Liberalization Of Taiwan’S Securities Markets: The Case Of Cross-Taiwan-Strait Listings, Wen-Yeu Wang, Christopher Chao-Hung Chen

Christopher Chao-hung CHEN

The purpose of this paper is to examine the liberalization of Taiwan’s capital market regarding cross-Taiwan-Strait listing of securities. Taiwan is in an advantageous position to compete with other Asian rivals to attract issuers and capital from China. However, the long political hostility ensures that there is little regulatory cooperation on both sides of the Taiwan Strait. Assuming that the creation of a cross-strait capital market is an unstoppable trend, this paper examines from the perspective of regulatory competition several regimes that may facilitate Taiwan to overcome regulatory obstacles arising from the special Sino-Taiwan relationship. This paper argues that regulatory …


The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger Mar 2012

The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger

Michael Greenberger

The significant extraterritorial scope of the derivatives regulation within the Dodd-Frank Wall Street Reform and Consumer Protection Act promises to foster rigorous international standards for financial regulation that will restore transparency and stability to the global derivatives market. At present, that market exceeds $700 trillion notional value, or over ten times the world GDP. Despite opposition from Wall Street to the present extraterritorial application of almost all of Dodd-Frank’s derivatives regulation, the plain language of the statute requires implementing that regulation on an appropriate extraterritorial basis in order to protect U.S. taxpayers from bailing out financial institutions engaging in foreign …


Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger Mar 2012

Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger

Michael Greenberger

The Relationship of Unregulated OTC Derivatives to the Meltdown. It is now accepted wisdom that it was the non-transparent, poorly capitalized, and almost wholly unregulated over-the-counter (“OTC”) derivatives market that lit the fuse that exploded the highly vulnerable worldwide economy in the fall of 2008. Because tens of trillions of dollars of these financial products were pegged to the economic performance of an overheated and highly inflated housing market, the sudden collapse of that market triggered under-capitalized or non-capitalized OTC derivative guarantees of the subprime housing investments. Moreover, the many undercapitalized insurers of that collapsing market had other multi-trillion dollar …


Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger Mar 2012

Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger

Michael Greenberger

Implementing the rigorous governance and ownership standards established in the Dodd-Frank Wall Street Reform and Consumer Protection Act3 for derivatives clearing organizations (DCOs) will promote free and open access to clearing and reduce systemic risk within what is now the $700 trillion notional value derivatives market. Such standards are central to and advance the key regulatory tenants of Dodd-Frank: i.e., to restore transparency, capital adequacy, and accountability to what was the unregulated over-the-counter (OTC) derivatives market by ensuring that swaps are cleared through financially sound DCOs. Also, these rules will promote competition by curtailing large swap dealers‘ (SDs) control over …


Stapled Financing, Joshua A. Craven Dec 2011

Stapled Financing, Joshua A. Craven

joshua a craven

No abstract provided.


Algunos Aspectos Sobre La Cesión De Derechos En El Proyecto De Código Civil Y Comercial, Pablo A. Legón Dec 2011

Algunos Aspectos Sobre La Cesión De Derechos En El Proyecto De Código Civil Y Comercial, Pablo A. Legón

Pablo A Legón

Análisis del contrato de cesión de derechos en el Proyecto de Código Civil de 2012.


Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong, Christopher Chao-Hung Chen Dec 2011

Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong, Christopher Chao-Hung Chen

Christopher Chao-hung CHEN

This article identifies some of the potential legal and policy issues involved in the future regulation of over-the-counter (OTC) derivatives. First, regulators must be cautious in the regulation and solvency of some mammoth clearing-houses. Second, Singapore and Hong Kong both face challenges in the areas of global regulatory cooperation and extra-territorial regulatory effects. Third, the exact scope of a clearing obligation determines whether there is any regulatory competition or room for regulatory arbitrage in the future. Fourth, there are legal definition problems with the term ‘derivative’ and its sub-categories that must be addressed. Fifth, there are potential privacy and civil …


Reforma Del Mercado De Capitales, Martin Paolantonio Dec 2011

Reforma Del Mercado De Capitales, Martin Paolantonio

Martin Paolantonio

Primer análisis de la ley 26831, que reforma de manera integral el marco legal del mercado de capitales en la Argentina