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Articles 61 - 90 of 5391
Full-Text Articles in Securities Law
Lunch Talk | Capital Markets: Down And Dirty With Ipo Due Diligence, Matthew Sadofsky
Lunch Talk | Capital Markets: Down And Dirty With Ipo Due Diligence, Matthew Sadofsky
Ronald H. Filler Institute for Financial Services Law
No abstract provided.
Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Faculty Works
This comment letter responds to the Securities and Exchange Commission’s proposed rule Release Nos. 34-97990; IA-6353; File Number S7-12-23 - Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers. Our comments draw on our scholarship relating to laypersons’ participation in securities markets and the corporate sector as well as on the role of technology in corporate governance.
We express concerns that the SEC’s proposed regulation undermines individuals’ ability to access capital markets in an efficient and cost-effective manner. In the era of excessive concentration of equities ownership and power, often with negative societal …
Table Of Contents, Seattle University Law Review
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
Why U.S. States Need Their Own Cannabis Industry Banks, Christoph Henkel, Randall K. Johnson
Why U.S. States Need Their Own Cannabis Industry Banks, Christoph Henkel, Randall K. Johnson
Faculty Works
The legal cannabis trade is the fastest growing industry in the United States. In 2019, about 48.2 million Americans used the drug at least once. As such, it is easy to see why the legal cannabis trade may generate annual revenues exceeding $30 billion in Fiscal Year 2022 alone.
One inconvenient truth, however, is that the parties to any cannabis trade may face a range of difficulties due to conflicts between federal and state laws. These difficulties include the fact that many financial institutions are reluctant to handle cannabis proceeds. One reason is that a lack of alignment in terms …
Twenty Years After Krieger V Law Society Of Alberta: Law Society Discipline Of Crown Prosecutors And Government Lawyers, Andrew Flavelle Martin
Twenty Years After Krieger V Law Society Of Alberta: Law Society Discipline Of Crown Prosecutors And Government Lawyers, Andrew Flavelle Martin
Articles, Book Chapters, & Popular Press
Krieger v. Law Society of Alberta held that provincial and territorial law societies have disciplinary jurisdiction over Crown prosecutors for conduct outside of prosecutorial discretion. The reasoning in Krieger would also apply to government lawyers. The apparent consensus is that law societies rarely exercise that jurisdiction. But in those rare instances, what conduct do Canadian law societies discipline Crown prosecutors and government lawyers for? In this article, I canvass reported disciplinary decisions to demonstrate that, while law societies sometimes discipline Crown prosecutors for violations unique to those lawyers, they often do so for violations applicable to all lawyers — particularly …
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 …
Federal Data Privacy Regulation: Do Not Expect An American Gdpr, Matt Buckley
Federal Data Privacy Regulation: Do Not Expect An American Gdpr, Matt Buckley
DePaul Business & Commercial Law Journal
No abstract provided.
Legal Representation And The Metaverse: The Ethics Of Practicing In Multiple Realities, Madeline Brom
Legal Representation And The Metaverse: The Ethics Of Practicing In Multiple Realities, Madeline Brom
DePaul Business & Commercial Law Journal
No abstract provided.
Welcome Address, Lauren Mckenzie
Welcome Address, Lauren Mckenzie
DePaul Business & Commercial Law Journal
No abstract provided.
Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Faculty Works
This Article discusses how a subgenre of retail investors makes investors’ apathy obsolete. In prior work, we dub retail investors who rely on technology and online communications in their investing and corporate governance endeavors “wireless investors.” By applying game theory, this Article discusses how wireless investors’ global-scale online interactions allow them to circulate information and coordinate, obliterating collective action problems.
The Retail Investor Report, Nick Einhorn, Jill E. Fisch, Sergio Alberto Gramitto Ricci, Monique Le, Christina M. Sautter
The Retail Investor Report, Nick Einhorn, Jill E. Fisch, Sergio Alberto Gramitto Ricci, Monique Le, Christina M. Sautter
Faculty Works
In 2020, a wave of retail investors entered the stock market. In the last two years, approximately 30 million new retail investors opened brokerage accounts in the U.S. By 2021, retail investors comprised 25% of total equities trading volume, nearly double the percentage reported a decade prior.
And they’ve stuck around. In February 2023, retail investors across platforms set a new all-time high for weekly inflows, with $1.5 billion dollars pouring into the market in a single week.
Participation in the public markets remains high; more significantly, it has evolved. Public.com surveyed 2,000+ investors to compile its 2023 report. Public’s …
Cryptocurrency: Regulate Or Facilitate? How States' Approaches To Cryptocurrency Can Be Applied On A Federal Level, Kelly Mahoney
Cryptocurrency: Regulate Or Facilitate? How States' Approaches To Cryptocurrency Can Be Applied On A Federal Level, Kelly Mahoney
Journal of the National Association of Administrative Law Judiciary
Within the past two years, the cryptocurrency market exceeded a record $2 trillion. As of November 2021, there are seventy-five million Bitcoin (a type of cryptocurrency) users and counting. Many states have implemented regulations and policies in response to this massive growth of the crypto market. While some states like Wyoming and Texas welcome cryptocurrency other states, such as New York and Washington, are more apprehensive and seek to constrain cryptocurrency due to its volatility and novelty. In contrast, federal agencies are still debating on how to address cryptocurrency, and glimpses of federal regulation can be seen through the 2021 …
Regulating Best Interest: Sec Confronts The Brave New Markets, Rayaan Hossain
Regulating Best Interest: Sec Confronts The Brave New Markets, Rayaan Hossain
University of Miami Business Law Review
This Note comments on how recent developments in securities regulation deal with today’s securities industry challenges. As usual, the law advances much slower than technology. After decades of debate over heightened standards for broker-dealers giving investment advice, the Securities and Exchange Commission (“SEC”) introduced Regulation Best Interest (Reg BI). Our modern market demands that broker-dealers execute quick trades on behalf of their clients as well as provide broader investment advice. The popularity of online trading platforms (“OTPs”) only exacerbated the need for regulatory changes. The theme of this paper surmises how Reg BI responds to the rise of the retail …
Spacs, Forward-Looking Statements, And Rule 419: Is Sec Rulemaking Needed?, Nicholas Vota
Spacs, Forward-Looking Statements, And Rule 419: Is Sec Rulemaking Needed?, Nicholas Vota
St. John's Law Review
(Excerpt)
On October 8, 2020, FirstMark Horizon Acquisition Corp. (“FirstMark” or “Company”) closed an initial public offering (“IPO”) of 41,400,000 units. Each unit was priced at $10.00 and “consist[ed] of one share of Class A common stock of the Company . . . and one-third of one redeemable warrant of the Company.” Each whole warrant provided its holder with the right to purchase “one share of Class A [c]ommon [s]tock for $11.50 per share.” FirstMark generated $414,000,000 in connection with the IPO. These funds were then placed in a trust account and maintained by a trustee.
In a filing submitted …
Session 5: Banking, Capital Markets, And The Crypto Revolution - A Look Back And Projection Of The Future Of Fintech, Joseph R. Cutler, Lawrence Kaplan, Youssef Sneifer, Jill Williamson
Session 5: Banking, Capital Markets, And The Crypto Revolution - A Look Back And Projection Of The Future Of Fintech, Joseph R. Cutler, Lawrence Kaplan, Youssef Sneifer, Jill Williamson
SITIE Symposiums
In Session Five of the SITIE 2023 Symposium: Enabling Innovation in Law and Society, Joseph M. Vincent moderated as the four panelists, Joseph R. Cutler, Lawrence Kaplan, Youssef Sneifer, and Jill Williamson, discussed banking, capital markets, and the crypto revolution by looking back and projecting the future of the financial technology (FinTech) industry. The discussion commenced with a conversation on banking deposits, then moved into a discussion on cryptocurrency companies and the challenges they have faced in recent years in the banking industry. The panelists further discussed artificial intelligence (AI) technology’s impact on FinTech, open banking, and challenges facing cryptocurrency …
Session 4: Fireside Virtual Chat With Bruce Jackson, Associate General Counsel, Microsoft, Bruce Jackson
Session 4: Fireside Virtual Chat With Bruce Jackson, Associate General Counsel, Microsoft, Bruce Jackson
SITIE Symposiums
Rhymes all have in common? Besides musical talent, they have all been represented by Bruce Jackson, one of the founding partners of the entertainment law firm, Jackson, Brown, Powell, and St. George. Jackson, a Brooklynite and longtime Microsoft attorney, is a force in the legal industry. Jackson started at Microsoft in the year 2000 as Corporate Counsel for the digital media division. Jackson now serves as Associate General Counsel and Managing Director for Strategic Partnerships out of the Office of the President for Microsoft. Jackson recently published his first book, Never Far From Home: My Journey from Brooklyn to Hip …
Session 3: Diversity Enhancing Intellectual Property, Jordi Goodman, Nina Srejovic
Session 3: Diversity Enhancing Intellectual Property, Jordi Goodman, Nina Srejovic
SITIE Symposiums
The field of intellectual property suffers from a lack of diversity. Women are underrepresented as credited inventors in the United States. Additionally, multi-gender inventor groups are underrepresented compared to all-male and, sometimes, even all-female groups. This representation has changed over time, with changes not always reflecting an increase in female representation. This is particularly true when studying gender-disparity as it exists in the field of computer programming and software patents. While women were well represented in computer programming at field’s inception, this changed after World War II because men lobbied to push women out of the field. Women have since …
Session 2: Diversity As Key To Innovation - Stem Education, Richard Tapia
Session 2: Diversity As Key To Innovation - Stem Education, Richard Tapia
SITIE Symposiums
Richard A. Tapia is a professor at Rice University, where he has taught since 1970. Tapi specializes in optimization theory and numerical analysis. It has been his lifelong work to help underrepresented minorities achieve academic success and success in life.
In this talk, Tapia emphasizes the importance of diversity in STEM fields and highlights the failures of the education system in supporting underrepresented minorities. Tapia opines that more efforts need to be made to bring domestic underrepresented minorities into STEM positions and to recognize the value they bring. Tapia believes that, to address the lack of minority representation in STEM …
Session 1b: Innovation In Legal Contracts And Deals - How Lexion Is Incorporating Ai Into Document Revision, Lexion
SITIE Symposiums
Here, Gaurav Oberoi (CEO and Founder, Lexion) & Jessica Nguyen (Chief Legal Officer, Lexion) discuss Lexion and how it will change the legal industry. Lexion seeks to revolutionize how companies manage the contracts that they use. It has begun to corner a particular market in the rapidly growing field of Artificial Intelligence (AI), helping in-house attorneys to improve their workflow by automatically analyzing documents. By using AI, the program can successfully remove what the CEO of Lexion refers to as “low value” work. This allows overworked in-house attorneys to not only do more work in a faster time frame, but …
Session 1a: Innovation In The Delivery Of Legal Services And Access To Justice, Vikktoria
Session 1a: Innovation In The Delivery Of Legal Services And Access To Justice, Vikktoria
SITIE Symposiums
In session one, Walid Romaya and Tabrez Ebrahim, co-founders of Vikktoria, discuss their company and its contributions to improving access to justice. With a dual focus on achieving a broader access to justice and in providing matchmaking services for legal professionals looking for a larger client base, Vikktoria aims to disrupt the legal services industry through its mobile app. Based in California, Vikktoria has begun to expand to various metro areas around the country and hopes to provide broader access to justice by giving those with little to no legal knowledge an easy way to find a local attorney, book …
Introduction, Steven Bender
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, …
The Business Of Securities Class Action Lawyering, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard
The Business Of Securities Class Action Lawyering, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard
Law & Economics Working Papers
Plaintiffs’ lawyers in the United States play a key role in combating corporate fraud. Shareholders who lose money as a result of fraud can file securities class actions to recover their losses, but most shareholders do not have enough money at stake to justify overseeing the cases filed on their behalf. As a result, plaintiffs’ lawyers control these cases, deciding which cases to file and how to litigate them. Recognizing the agency costs inherent in this model, the legal system relies on lead plaintiffs and judges to monitor these lawyers and protect the best interests of absent class members. Yet …
The Perfect Storm: A Look At The Robinhood Shutdown And The Shady Security Practices Of Payment For Order Flow, Gamification, And Clickwrap Agreements, Justin M. Taylor
The Perfect Storm: A Look At The Robinhood Shutdown And The Shady Security Practices Of Payment For Order Flow, Gamification, And Clickwrap Agreements, Justin M. Taylor
University of Massachusetts Law Review
SEC guidelines and Federal Courts have stated, and recently upheld, that brokerdealers do not owe a fiduciary duty to retail investors if they do not provide them with investment advice, but this opens up retail investors to significant and costly mistreatment by financial institutions with no avenue for recourse. Using payment for order flow, gamification, and click-wrap agreements by broker-dealers creates a conflict of interest between themselves and the retail investors they act on behalf of. This article argues that retail investors should have an avenue of recourse against financial institutions when they breach their duty to these investors by …
Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee
Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee
Law & Economics Working Papers
Can retail investors revolutionize corporate governance and make public companies more responsive to social concerns? The U.S. stock market offered an unusual experiment to test the impact of retail investors in 2021, when there was a dramatic influx of retail investors into the shareholder base of companies such as GameStop and AMC. The meme surge phenomenon elicited a variety of reactions from scholars and practitioners. While some worried that affected companies’ share prices were becoming disjointed from their financial fundamentals, others predicted that retail shareholders will reduce the power of large institutional investors and democratize corporate governance. This Article presents …
Transferred Emissions Are Still Emissions: Why Fossil Fuel Asset Sales Need Enhanced Transparency And Carbon Accounting, Jack Arnold, Martin Lockman, Perrine Toledano, Martin Dietrich Brauch, Shraman Sen, Michael Burger
Transferred Emissions Are Still Emissions: Why Fossil Fuel Asset Sales Need Enhanced Transparency And Carbon Accounting, Jack Arnold, Martin Lockman, Perrine Toledano, Martin Dietrich Brauch, Shraman Sen, Michael Burger
Columbia Center on Sustainable Investment
In a widely reported trend, the “Oil Supermajors” — BP, Chevron, ConocoPhillips, Eni, ExxonMobil, Shell, and TotalEnergies — are selling off many upstream fossil fuel assets.
Selling these assets to entities that will continue producing and selling the fossil fuel resources does not necessarily reduce greenhouse gas emissions, but the supermajors have used these asset sales to support claims that they are making progress toward reaching net-zero greenhouse gas emissions.
Emissions reporting frameworks allow companies to conflate the apparent emissions reductions from asset sales with direct reductions from efficiency improvements and asset retirements. In doing so, they hinder the ability …
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews
Fordham Law Review
This Note examines whether a forum selection provision in a corporation’s bylaws that requires shareholders to bring derivative claims in the Delaware Court of Chancery is enforceable when invoked by directors to dismiss derivative claims under the Securities Exchange Act (the “Exchange Act”)—claims over which federal courts have exclusive jurisdiction. In Seafarers Pension Plan ex rel. Boeing Co. v. Bradway, the U.S. Court of Appeals for the Seventh Circuit held that enforcing this type of bylaw would violate the act’s antiwaiver provision, which voids any stipulation that allows a person to waive compliance with the act. In Lee ex …
Cost Of Capitol: Analyzing Congressional Insider Trading Regulation, Hannah Levy
Cost Of Capitol: Analyzing Congressional Insider Trading Regulation, Hannah Levy
Finance Undergraduate Honors Theses
The United States Congress has involved itself with the financial regulation of big business for decades. The legislative body has passed a multitude of laws over time which foster greater transparency and trust between individual investors and big business. Until recently, legislators have avoided passing laws which regulate their own financial activity. Recent investigations revealing that dozens of federal lawmakers have violated financial disclosure laws and made stock trades on insider information has successfully angered the public and forced Congress to consider tighter restrictions. But can Americans trust their legislators to effectively regulate themselves? If no legislative action is taken, …