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Articles 1 - 26 of 26
Full-Text Articles in Securities Law
A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events, Jocelyn Near
Catholic University Law Review
Money market funds have frequently been a target of regulation by the Securities and Exchange Commission (“SEC”). Perhaps the most expansive regulation came as a response to the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck.” The SEC’s misguided 2014 reforms exacerbated the inherent risks of money market funds, including the risk of runs and first mover advantage, particularly with the implementation of Form N-CR. Form N-CR requires a money market fund to publicly report when various events occur, including when a retail or government money market fund’s current net asset value per share deviates downward …
Administrative Law Judges And The Erosion Of The Administrative State: Why Jarkesy May Be The Straw That Breaks The Camel's Back, Nicholas D'Addio
Administrative Law Judges And The Erosion Of The Administrative State: Why Jarkesy May Be The Straw That Breaks The Camel's Back, Nicholas D'Addio
Catholic University Law Review
The Trump-era unitary executive movement sought to expand presidential
power and shrink the influence of the administrative state through deregulation.
This movement ripples into the present moment, as Trump’s overhaul of the
federal judiciary installed a comprehensive system to delegitimize
administrative agency action— a system that is certain to endure. The
independence and role of administrative law judges (ALJs) has proven a key
target of the movement. Most recently, in the 2022 case of Jarkesy v. Securities
and Exchange Commission, the Fifth Circuit held that the dual-tiered for-cause
removal protections of SEC ALJs violated the Take Care Clause of Article …
The Panuwat Snowball: Correlation Does Not Equal Materiality, Tanner Gattuso
The Panuwat Snowball: Correlation Does Not Equal Materiality, Tanner Gattuso
Catholic University Law Review
Insider trading is a term of art referencing the fraudulent practice of trading securities in a company on the basis of material, nonpublic information about that same company in breach of some duty owed to another. The practice erodes the public’s trust in the integrity of our capital markets for a reason that is rather intuitive: it is inherently unfair to allow an individual to make a quick and certain profit by exploiting material, nonpublic information to which he privy due solely to his position in a company or some other relationship of trust and confidence. In this context, unrelenting …
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Catholic University Law Review
This Article examines how the District of Columbia’s incomplete incorporation of the Model Rules of Professional Conduct into its own Rules of Professional Conduct has created a scenario in which wrongdoing inside a private organization can flourish. In 2002, following the Enron scandal, the American Bar Association (ABA) revisited and revised its Model Rules of Professional Conduct. The ABA nevertheless took a conservative route, rejecting rules long proposed by experts which would have permitted attorneys aware of corporate crimes, fraud, and other wrongdoing to report their concerns to individuals or entities outside the organization’s reporting structure. Additional scandals unfolded contemporaneous …
Can The Liquidity Rule Keep Mutual Funds Afloat? Contextualizing The Collapse Of Third Avenue Management Focused Credit Fund, Nicolas Valderrama
Can The Liquidity Rule Keep Mutual Funds Afloat? Contextualizing The Collapse Of Third Avenue Management Focused Credit Fund, Nicolas Valderrama
Catholic University Law Review
In 2016, the Securities and Exchange Commission adopted Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended, and related reporting and disclosure requirements. One industry analyst described the Liquidity Rule’s objective as making sure that mutual funds implement “effective liquidity risk management programs,” especially in light of mutual funds’ prevalence in the economy and in American households. Yet, as one Reuters analyst suggested, the SEC also seemed to have adopted these liquidity regulations, to avoid a “repeat of the kind of problems that surfaced with the collapse of the [mutual fund] Third Avenue Focused Credit …
To Innovate Or Regulate: How To Regulate Cloud Service Providers Within Financial Institutions, Morgan Willard
To Innovate Or Regulate: How To Regulate Cloud Service Providers Within Financial Institutions, Morgan Willard
Catholic University Journal of Law and Technology
The purpose of this article is to analyze whether cloud service providers should be considered Systemically Important Financial Market Utilities (SIFMU), subjecting them to increased oversight. It also considers the risks and benefits associated with the use of the technology by financial institutions, as well as potential alternatives. Overall, this article argues that cloud service providers do not fall under the current SIFMU framework, and any regulation of the technology should strive to strike a balance between innovation and safe regulation.
Missing The Role Of Property In The Regulation Of Insider Trading, Kevin R. Douglas
Missing The Role Of Property In The Regulation Of Insider Trading, Kevin R. Douglas
Catholic University Law Review
For decades, legal scholars have evaluated the law and practice of insider trading through a property lens. Some have debated whether a property rationale is useful for explaining past cases or might make a useful framework for deciding tough cases in the future. Others have explored which market actors should be allocated property rights in inside information in order to increase the efficiency or liquidity of U.S. securities markets. Yet scholars seem to have missed the fact that officials have consistently relied on the violation of some party’s property rights to justify imposing liability for insider trading—including in classical theory …
Investments And Security: Balancing International Commerce And National Security With Expanded Authority For The Committee On Foreign Investment In The United States, Christopher Jusuf
Investments And Security: Balancing International Commerce And National Security With Expanded Authority For The Committee On Foreign Investment In The United States, Christopher Jusuf
Catholic University Journal of Law and Technology
What happens when the interests of international trade conflict with those of national security? This article analyzes this question within the context of the Committee on Foreign Investment in the United States (CFIUS), an obscure but increasingly powerful executive panel that exercises the president's broad authority to unilaterally interfere with and stop international mergers and acquisitions. With the passage of the Foreign Investment Risk Review Modernization Act (FIRRMA), CFIUS is more powerful now than it has ever been, and should be a key consideration for any company seeking to do business with foreign investors. This is especially true as America …
Has Regulation Affected The High Frequency Trading Market?, Kevin O'Connell
Has Regulation Affected The High Frequency Trading Market?, Kevin O'Connell
Catholic University Journal of Law and Technology
As technology rapidly advances society, there are a few industries that have not been drastically impacted by disruptive technology. The financial markets are no different. Over the past ten years, algorithmic trading has quickly revolutionized the financial markets and continues to dominate an industry that for many years remained largely uninfluenced by society’s technological advances. Algorithmic trading is “a type of trading done with the use of mathematical formulas” and market data “run by powerful computers” to execute trades. One of the most commonly used platforms of algorithmic trading is high frequency trading. High frequency trading (“HFT”) uses a computerized …
Over-The-Counter Derivatives In A Global Financial Marketplace: The Case For Uniform Global Identifiers And Compatible Reporting Requirements In Substituted Compliance Comparability Determinations, Kimberly R. Thomasson
Over-The-Counter Derivatives In A Global Financial Marketplace: The Case For Uniform Global Identifiers And Compatible Reporting Requirements In Substituted Compliance Comparability Determinations, Kimberly R. Thomasson
Catholic University Law Review
The 2008 financial crisis prompted a global regulatory overhaul of over-the-counter derivative markets. The Dodd-Frank Act mandated the CFTC and SEC to issue new rules and regulations to bring the majority of the OTC derivative market out of the dark on onto regulated exchanges. Similar action was taken in the European Union and other G20 nations. There has been a push to harmonize rules for OTC derivatives across jurisdictions to make the market more efficient and eliminate regulatory arbitrage. This Comment focuses on the process for a regulated entity in the US and EU to “substitute compliance” with its home …
Regulating Angels, Heidi Mandanis Schooner
Regulating Angels, Heidi Mandanis Schooner
Scholarly Articles
This article examines the current calls for deregulation of community banks and balances those ideas against the long history of community bank regulation, insolvency, and government support. Part II discusses the benefits offered by community banks and the current status of the industry. Part III outlines the justification for community bank regulation and the availability of the government safety net to support these institutions. Part IV addresses the solvency risk of community banks-their rates of failure and the causes of their failure. Part V addresses the reaction by community banks and their supporters to the passage of the Dodd-Frank Wall …
Sec V. Bauer: If The Glove Fits, It's Insider Trading, Kramer Ortman
Sec V. Bauer: If The Glove Fits, It's Insider Trading, Kramer Ortman
Catholic University Law Review
Until SEC v. Bauer, insider trading has never been applied within the context of an open-ended mutual fund. In alleging insider trading against Jilaine Bauer, an account executive of a mutual fund, the SEC originally won summary judgment; however, the case on appeal saw the SEC drop its original theory, the classical theory of insider trading, in favor of the alternative misappropriation theory. This Note argues that the misappropriation theory applies in the context of open-ended mutual funds by recognizing that the policy reasons underlying the prohibitions against insider trading are centered on the principles of fairness, market integrity, …
Putting The “Uniform” Back In The Securities Litigation Uniform Standards Act Of 1998: The Case For Employing A Reasonable Relationship Approach, Christopher R. Bellacicco
Putting The “Uniform” Back In The Securities Litigation Uniform Standards Act Of 1998: The Case For Employing A Reasonable Relationship Approach, Christopher R. Bellacicco
Catholic University Law Review
No abstract provided.
Crowdfunding For Biotechs: How The Sec’S Proposed Rule May Undermine Capital Formation For Startups, Brian J. Farnkoff
Crowdfunding For Biotechs: How The Sec’S Proposed Rule May Undermine Capital Formation For Startups, Brian J. Farnkoff
Journal of Contemporary Health Law & Policy (1985-2015)
No abstract provided.
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of “Security”, Steven J. Cleveland
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of “Security”, Steven J. Cleveland
Catholic University Law Review
No abstract provided.
Bien Venue: Sec V. Johnson And The Policy For Broad Procedural Requirements In Public Securities Actions, Kelly Kylis
Bien Venue: Sec V. Johnson And The Policy For Broad Procedural Requirements In Public Securities Actions, Kelly Kylis
Catholic University Law Review
No abstract provided.
Generating Precedent In Securities Industry Arbitration, David A. Lipton
Generating Precedent In Securities Industry Arbitration, David A. Lipton
Scholarly Articles
The author charts the progress made by the securities industry’s dispute resolution system as it went from judicial litigation to a system that relies almost exclusively on arbitration. Further advances were made by the adoption of the 1989 Rules Amendments, which, by introducing prehearing conferences and setting deadlines for document exchanges, cleared up many procedural issues. However, one serious problem remains: The present system does not provide a means to generate case precedent. The author suggests various ways to cure this defect.
Mandatory Securities Industry Arbitration: The Problems And The Solution, David A. Lipton
Mandatory Securities Industry Arbitration: The Problems And The Solution, David A. Lipton
Scholarly Articles
Many of the perceived problems with the securities arbitration system do not reflect deficiencies in the operation of the current system, but rather are a result of the very qualities that make arbitration attractive. For example, participants in arbitration have a limited right of appeal from arbitration awards precisely because they contractually agreed to forego judicial litigation and instead have their disputes considered in a more expeditious and less expensive forum. It is reasonable to believe that if arbitration awards were appealable for the full range of reasons for which judicial decisions may be appealed, the efficiency of the arbitration …
Significant 1986 Regulatory And Legislative Developments, David A. Lipton
Significant 1986 Regulatory And Legislative Developments, David A. Lipton
Scholarly Articles
No abstract provided.
A Primer On Broker-Dealer Registration, David A. Lipton
A Primer On Broker-Dealer Registration, David A. Lipton
Scholarly Articles
No abstract provided.
Significant 1985 Regulation And Legislative Developments, David A. Lipton
Significant 1985 Regulation And Legislative Developments, David A. Lipton
Scholarly Articles
No abstract provided.
Governance Of Our Securities Markets And The Failure To Allocate Regulatory Responsibility, David A. Lipton
Governance Of Our Securities Markets And The Failure To Allocate Regulatory Responsibility, David A. Lipton
Scholarly Articles
No abstract provided.
Arbitration In The Securities Industry: Too Much Of A Good Thing?, David A. Lipton
Arbitration In The Securities Industry: Too Much Of A Good Thing?, David A. Lipton
Scholarly Articles
The study upon which this article is based was conducted in response to the explosive growth of the use of arbitration in the securities industry as a means of resolving broker/customer disputes. The study was designed to investigate whether the use that is being made of arbitration is efficient and, if inefficiencies were found, what procedures might be employed to screen out inefficient use.
This article was completed prior to the Supreme Court's recent resolution of the Dean Witter Reynolds, Inc. v. Byrd case. In light of that decision, it now appears likely that the concerns raised in the article …
The Sec Or The Exchanges: Who Should Do What And When? A Proposal To Allocate Regulatory Responsibilities For Securities Markets, David A. Lipton
The Sec Or The Exchanges: Who Should Do What And When? A Proposal To Allocate Regulatory Responsibilities For Securities Markets, David A. Lipton
Scholarly Articles
This article will investigate what principles should guide the Commission in allocating decision making authority over regulatory matters between itself and the SROs. When should the SEC initiate the resolution of issues? When should it merely oversee the efforts of the SROs in issue resolution? Finally, can specific market regulatory problems be analyzed pursuant to these principles to determine how decision making authority should be allocated? In addition to providing a model for answering these questions, the guidelines 4 developed in this article will also have relevance to the broader question of allocating decision making responsibility between the government and …
Best Execution: The National Market System’S Missing Ingredient, David A. Lipton
Best Execution: The National Market System’S Missing Ingredient, David A. Lipton
Scholarly Articles
In 1975 Congress enacted legislation designed to foster the establishment of a national system for the trading of securities. Many of the goals of a national market cannot be achieved if brokers are not compelled to seek the best price when executing transactions in multiply traded securities. To date, the Securities and Exchange Commission has failed to adopt a rule either requiring or encouraging a best execution practice.
This article examines the importance of a best execution rule to investors, to the national market system and to the economy. It explores the changes that have evolved in the securities industry …
The Special Study Of The Options Market: Its Findings And Recommendations, David A. Lipton
The Special Study Of The Options Market: Its Findings And Recommendations, David A. Lipton
Scholarly Articles
Since its inception in 1972, listed options trading has become a very important source of income for the securities industry. The total volume of transactions has risen dramatically, but so have investor complaints. The author of this article examines the 1979 study of the options markets issued by the SEC staff, notes its principal recommendations, and discusses the need for greater industry self-regulation. The author notes that the SEC is still considering final rule proposals in the options field, and he suggests that the options/securities industry will probably be altered in the following respects: (1) a restructuring of the existing …