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Articles 1 - 11 of 11
Full-Text Articles in Securities Law
To Spac Or Not To Spac: Liberalizing The Regulation Of Capital Markets, Allison N. Swecker
To Spac Or Not To Spac: Liberalizing The Regulation Of Capital Markets, Allison N. Swecker
Vanderbilt Journal of Transnational Law
The merger and acquisition world has experienced an uptick in deal flow since 2016, reaching unprecedented levels in 2020 due to enhanced private equity funding and market volatility. While the market volatility spurred by COVID-19 halted traditional initial public offerings (IPOs), the special purpose acquisition company (SPAC) market exploded. The flurry of SPAC activity in the United States triggered the development of SPAC markets worldwide. Unfortunately, SPACs’ great rise to fame in the past few years has come at a cost-—fraud. As such, the US Securities and Exchange Commission (SEC) is left grappling with how to best regulate the market …
Calculating Sec Whistleblower Awards: A Theoretical Approach, Amanda M. Rose
Calculating Sec Whistleblower Awards: A Theoretical Approach, Amanda M. Rose
Vanderbilt Law Review
The Dodd-Frank Act provides that Securities and Exchange Commission (“SEC”) whistleblower awards must equal not less than ten and not more than thirty percent of the monetary penalties collected in the action to which they relate; SEC Rule 21F-6 provides criteria that the SEC may consider in determining the award percentage within the statutory bounds. When applying the Rule 21F-6 criteria, the SEC is required to think only in percentage terms, ignoring the dollar payout the award will actually yield. Last June, the SEC proposed to change this, at least in cases where the existing methodology would yield an award …
Benchmarking The World: A Proposal For Regulatory Oversight Of Stock Market Index Providers, Jenna L. Mccarthy
Benchmarking The World: A Proposal For Regulatory Oversight Of Stock Market Index Providers, Jenna L. Mccarthy
Vanderbilt Journal of Transnational Law
Wall Street has recently seen a shift from active management, which involves investors or portfolio managers buying and selling stocks, towards passive management, where investors invest in funds that seek to match the returns of an underlying index. As the popularity of index funds has grown, questions have arisen regarding the role of the index providers that produce the underlying indices. Unlike the funds themselves, these providers are largely unregulated, and have considerable discretion to determine the makeup of indices. This wide discretion allows index providers to exercise control over the global investment community since they have the ability to …
Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri
Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri
Vanderbilt Law School Faculty Publications
No abstract provided.
Proxy Contests In An Era Of Increasing Shareholder Power: Forget Issuer Proxy Access And Focus On E-Proxy, Jeffrey N. Gordon
Proxy Contests In An Era Of Increasing Shareholder Power: Forget Issuer Proxy Access And Focus On E-Proxy, Jeffrey N. Gordon
Vanderbilt Law Review
The current debate over shareholder access to the issuer's proxy statement for the purpose of making director nominations is both overstated in its importance and misses the serious issue in question. The Securities and Exchange Commission's ("SEC's") new e- proxy rules, which permit reliance on proxy materials posted on a website, should substantially reduce the production and distribution cost differences between a meaningful contest waged via the issuer's proxy and a freestanding proxy solicitation. No matter which avenue is used, however, the serious question relates to the appropriate disclosure required of a shareholder nominator. Should the nominator be subject to …
Sec Enforcement And Professional Accountants: Philosophy, Objectives And Approach, John C. Burton
Sec Enforcement And Professional Accountants: Philosophy, Objectives And Approach, John C. Burton
Vanderbilt Law Review
The Commission's enforcement program in regard to professional accountants is one of the means by which it seeks to improve the quality and reliability of financial reporting in the United States. Effective utilization of this program can achieve an increasing quality of professional performance and the implementation on an industry-wide basis of improved quality control procedures, thereby assuring the vitality of auditing standards and public confidence in the profession as a whole. These objectives are being achieved through a selective, albeit vigorous, application of enforcement powers and the continued use of flexible and innovative approaches by the SEC. While the …
The Establishment Of Generally Accepted Accounting Principles And Generally Accepted Auditing Standards, James F. Strother
The Establishment Of Generally Accepted Accounting Principles And Generally Accepted Auditing Standards, James F. Strother
Vanderbilt Law Review
This article will discuss accounting principles and auditing standards and the respective roles played in their development and regulation by the Securities and Exchange Commission, the organized accounting profession and other public and private agencies. Accounting principles and auditing standards comprise two fundamentally different and distinct bodies of convention and practice. Generally accepted accounting principles and generally accepted auditing standards are those principles and standards which for a number of reasons have come to be accepted and applied by issuers, accountants, and auditors. Combined with the procedures and techniques attending their observation and application, generally accepted accounting principles and auditing …
Rule 144: Sec Regulation Of Dispositions Of Securities By Controlling Persons And Private Places, Paul L. Sloan, Iii
Rule 144: Sec Regulation Of Dispositions Of Securities By Controlling Persons And Private Places, Paul L. Sloan, Iii
Vanderbilt Law Review
In recent years, dissatisfaction with the law that governs the disposition of securities by controlling persons' and private places under the Securities Act of 1933 has been voiced in numerous commentaries.Although criticism has been directed at varying facets of the problem,the displeasure of critics has resulted from two fundamental objections: first, the unnecessary ambiguity that heretofore has enveloped public resale of privately placed securities and, to a lesser degree, resale of securities by controlling persons; and secondly, the failure of the present law adequately to effect the disclosure policy of the Securities Act of 1933 and of the Securities Exchange …
Insider Trading And The Law Professors, Henry G. Manne
Insider Trading And The Law Professors, Henry G. Manne
Vanderbilt Law Review
When Insider Trading and the Stock Market' appeared in November, 1966, I was fully prepared for a goodly amount of disagreement. I was not prepared however for the emotional, almost hostile response my book received from some members of the academic community. This is not to say that all the reviews by law professors were unsympathetic and emotional in tone. Indeed the majority of them were not, and while critical reviews outnumbered favorable ones, most were in some degree mixed, and the tone was generally scholarly, impersonal, and in many cases constructive But the response to my book in the …
Public Utility Debt Ratios And The Public Interest--Reasonable Fixed Charges And Just And Reasonable Rates, Melvin G. Dakin
Public Utility Debt Ratios And The Public Interest--Reasonable Fixed Charges And Just And Reasonable Rates, Melvin G. Dakin
Vanderbilt Law Review
Mr, Dakin explores the complex and difficult field of the financing of public utilities corporations. He describes and evaluates the approaches of four commissions: the Securities and Exchange Commission which must approve the reorganization of public utilities corporations which have gone into bankruptcy, the Federal Communications Commission, the Federal Power Commission, and the Michigan Public Service Commission. He concludes by suggesting that in some instances these agencies are placing too great emphasis on their conception of sound financing at the expense of the customers served by these utilities.
Federal Regulation And State Gambling Laws, Walter H. Moses
Federal Regulation And State Gambling Laws, Walter H. Moses
Vanderbilt Law Review
The statement that the detailed regulation of security exchanges and transactions conducted thereon which is embodied in the Securities Exchange Act of 1934 and the Securities Act of 1933 and the regulations promulgated by the Securities and Exchange Commission thereunder constitutes an encouragement to gambling in securities, no doubt quite properly places a heavy burden of proof on the person making it. This article has as its purpose a demonstration of the truth of such statement.