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Securities Law Commons

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Articles 1 - 13 of 13

Full-Text Articles in Securities Law

The Tenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law. Corporate Accountability: Governance And Compensation Issues, Stanley Sporkin, Todd Lang, Gary Naftalis, Jeffrey Sonnenfeld, Louise Story Jan 2011

The Tenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law. Corporate Accountability: Governance And Compensation Issues, Stanley Sporkin, Todd Lang, Gary Naftalis, Jeffrey Sonnenfeld, Louise Story

Fordham Journal of Corporate & Financial Law

CORPORATE ACCOUNTABILITY: GOVERNANCE AND COMPENSATION ISSUES


The Collapse Of An Empire? Rating Agency Reform In The Wake Of The 2007 Financial Crisis, Elizabeth Devine Jan 2011

The Collapse Of An Empire? Rating Agency Reform In The Wake Of The 2007 Financial Crisis, Elizabeth Devine

Fordham Journal of Corporate & Financial Law

In 1996, Thomas Friedman’s remarks echoed the sentiments of many. The rating agency business was booming, and it seemed like the agencies themselves could do no wrong.


The Flawed State Of Broker-Dealer Regulation And The Case For An Authentic Federal Fiduciary Standard For Broker-Dealers, Gary A. Varnavides Jan 2011

The Flawed State Of Broker-Dealer Regulation And The Case For An Authentic Federal Fiduciary Standard For Broker-Dealers, Gary A. Varnavides

Fordham Journal of Corporate & Financial Law

THE FLAWED STATE OF BROKER-DEALER REGULATION AND THE CASE FOR AN AUTHENTIC FEDERAL FIDUCIARY STANDARD FOR BROKER-DEALERS


Lessons For Competition Law From The Economic Crisis: The Prospect For Antitrust Responses To The “Too-Big-To-Fail” Phenomenon, Jesse W. W. Markham, Jr. Jan 2011

Lessons For Competition Law From The Economic Crisis: The Prospect For Antitrust Responses To The “Too-Big-To-Fail” Phenomenon, Jesse W. W. Markham, Jr.

Fordham Journal of Corporate & Financial Law

This article examines whether, and the extent to which, antitrust law could contribute to a broader regulatory effort to control the too-big-to-fail problem. The article begins by exploring the nature of the problem. Against this backdrop, it considers antitrust policy and rules to evaluate whether antitrust might play a meaningful role. The article concludes that antitrust law, if vigorously enforced with an emphasis on avoiding too-big-to-fail problems, can be a useful public policy tool to address the problem. However, it can come nowhere near solving it or preventing recurrences of recent systemic failures.


Deconstructing Corporate Governance: Director Primacy Without Principle?, René Reich-Graefe Jan 2011

Deconstructing Corporate Governance: Director Primacy Without Principle?, René Reich-Graefe

Fordham Journal of Corporate & Financial Law

For almost eighty years now, corporate law scholarship has centered around two elementary analytical findings made in what has once been described as the “last major work of original scholarship”within the field.


Morrison V. National Australia Bank: Life After Dodd-Frank, Meny Elgadeh Jan 2011

Morrison V. National Australia Bank: Life After Dodd-Frank, Meny Elgadeh

Fordham Journal of Corporate & Financial Law

This Note examines the background of foreign-cubed litigation,1 including its development over the past four decades, its abrogation by the Supreme Court, and its potential future under recently enacted legislation. The Note examines the tests developed by the Court of Appeals in order to determine whether a United States court could adjudicate foreign-cubed litigation. Additionally, it reviews the Supreme Court opinion in Morrison v. National Australia Bank and its ultimate rejection of the predominant Second Circuit test for applicability. Finally, the Note discusses “The Dodd–Frank Wall Street Reform and Consumer Protection Act,” a provision of which was specifically included to …


From Chiarella To Cuban: The Continuing Evolution Of The Law Of Insider Trading, Anthony Michael Sabino, Michael A. Sabino Jan 2011

From Chiarella To Cuban: The Continuing Evolution Of The Law Of Insider Trading, Anthony Michael Sabino, Michael A. Sabino

Fordham Journal of Corporate & Financial Law

Parts II and III of this Article provide an exposition of the statutory underpinnings of insider trading and a description of the fundamentals of federal securities laws. Parts IV through VII then trace the development of modern insider trading jurisprudence, starting with the Supreme Court’s inaugural holding in Chiarella and then moving across three decades of evolving precedent to the recent Cuban decision. Part VIII provides the authors’ analysis and commentary on the current state of insider trading laws. The Article concludes in Part IX with some observations as to what the future holds for the law of insider trading.


Another Role For Securities Regulation: Expanding Investor Opportunity, Jasmin Sethi Jan 2011

Another Role For Securities Regulation: Expanding Investor Opportunity, Jasmin Sethi

Fordham Journal of Corporate & Financial Law

Securities regulation can be justified on a number of grounds, but furthering the expansion of opportunities for wealth accumulation across sectors of the population has generally not been utilized as an argument for regulation. This article demonstrates how an opportunities-based perspective, informed by the findings from interdisciplinary research, could alter securities policy in four areas: (1) enhancing access to information and financial institutions; (2) requiring disclosures; (3) impacting the behavioral biases of investors; and (4) aligning the incentives of investment professionals to better facilitate the wealth accumulation of their clients. The implications of applying an opportunities-based approach to financial regulation …


A Review Of Recent Derivatives Litigation, John D. Finnerty, Kishlaya Pathak Jan 2011

A Review Of Recent Derivatives Litigation, John D. Finnerty, Kishlaya Pathak

Fordham Journal of Corporate & Financial Law

The global over-the-counter derivatives market exceeded $33 trillion of gross market value as of year-end 2008, according to the Bank for International Settlements.1 Recent headlines suggest that derivatives – specifically, credit default swaps – pose an enormous potential systemic risk and that they are one of the root causes of the current economic crisis.2


Revisiting The Inadvertent Investment Company, Brian Vito Jan 2011

Revisiting The Inadvertent Investment Company, Brian Vito

Fordham Journal of Corporate & Financial Law

While the topic of financial regulation has recently experienced a resurgence in interest, one area that historically has received little attention and continues to exist in relative obscurity is the application of the Investment Company Act of 1940 (the “Company Act”) to commodity pools, as opposed to mutual funds, hedge funds and private equity funds. The purpose of this article is to distinguish the boundary between an investment company, as that term is defined in the Company Act, and a commodity pool, as the term is used to refer to an investment pool not within the auspices of the Company …


323 Non-Managing Underwriters’ Role In Securities Offerings: Just Eye Candy?, Elena Marty-Nelson Jan 2011

323 Non-Managing Underwriters’ Role In Securities Offerings: Just Eye Candy?, Elena Marty-Nelson

Fordham Journal of Corporate & Financial Law

While there is considerable scholarship on the due diligence defense of lead underwriters in defective corporate securities offerings, there is surprisingly little analysis of the due diligence defense of non-managing underwriters. This article challenges the common perception that lead and non-managing underwriters necessarily “sink or swim” together for purposes of due diligence. An analysis of the statutory structure of Section 11 of the Securities Act of 1933 reveals that non-managing underwriters are not inextricably tethered to the lead. Rather, non-managing underwriters who actively question the lead’s due diligence investigation should be able to meet their own affirmative defense even when …


What Happened To The "Up-Tick" Rule?, Constantine N. Katsoris Jan 2011

What Happened To The "Up-Tick" Rule?, Constantine N. Katsoris

Faculty Scholarship

No abstract provided.


When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler Jan 2011

When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler

Fordham Urban Law Journal

No abstract provided.