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Articles 1 - 30 of 51
Full-Text Articles in Securities Law
The Failure Of Market Efficiency, William Magnuson
The Failure Of Market Efficiency, William Magnuson
BYU Law Review
Recent years have witnessed the near total triumph of market efficiency as a regulatory goal. Policymakers regularly proclaim their devotion to ensuring efficient capital markets. Courts use market efficiency as a guiding light for crafting legal doctrine. And scholars have explored in great depth the mechanisms of market efficiency and the role of law in promoting it. There is strong evidence that, at least on some metrics, our capital markets are indeed more efficient than they have ever been. But the pursuit of efficiency has come at a cost. By focusing our attention narrowly on economic efficiency concerns—such as competition, …
Nontraditional Investors, Jennifer S. Fan
Nontraditional Investors, Jennifer S. Fan
BYU Law Review
In recent years, nontraditional investors have become a major player in the startup ecosystem. Under the regulatory regime of U.S. securities law, those in the public realm are heavily regulated, while those in the private realm are largely left alone. This public-private divide, which is a fundamental organizing principle of securities law, has eroded with the rise of nontraditional investors. While legal scholars have addressed the impact of some of these nontraditional investors individually, their collective impact on deal terms, deal timelines, due diligence, and board configuration has not been discussed in a holistic manner; neither has their impact on …
State Securities Enforcement, Andrew K. Jennings
State Securities Enforcement, Andrew K. Jennings
BYU Law Review
Each year, state securities regulators bring over twice the enforcement actions brought by the Securities and Exchange Commission, yet their work is largely missing from the literature. This Article provides an institutional account of state securities enforcement and identifies two key advantages — detection granularity and institutional decentralization — that states enjoy over their federal counterparts in policing localized frauds involving individual, often small-dollar, victims. Although states share enforcement jurisdiction with the SEC and DOJ, their enforcement activity reflects their institutional advantages and constraints and thus largely does not overlap with that of federal authorities. Instead, states serve as the …
Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin
Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin
BYU Law Review
Stock exchanges, as regulating entities supervised by the Securities and Exchange Commission (SEC), have wielded their rulemaking power on various corporate governance issues, ranging from the independent board committee requirement adopted in 2003 to the board diversity requirement approved in 2021. Simultaneously, as for-profit corporate entities, major stock exchanges have been competing against each other to attract and retain more companies. This dual status of stock exchanges — as regulators and as profit driven entities — brings into question the stock exchanges' incentive to enforce their own rules against listed companies. What happens if a listed company violates stock exchange …
Utility Token Offerings: Can A Security Transform Into A Non-Security?, Scott W. Maughan
Utility Token Offerings: Can A Security Transform Into A Non-Security?, Scott W. Maughan
BYU Law Review
No abstract provided.
Spotify’S Direct Listing And Foreign Private Issuers: Protecting Investors When Foreign Private Issuers List On A U.S. Exchange But Not On Their Home Exchange, Tayler Tanner
BYU Law Review
No abstract provided.
The Importance Of Inferior Voting Rights In Dual-Class Firms, Dov Solomon
The Importance Of Inferior Voting Rights In Dual-Class Firms, Dov Solomon
BYU Law Review
Over the past several years, corporate law scholarship has carefully analyzed the effects of dual-class capital structures, which allocate superior voting rights to insiders and inferior voting rights to public shareholders. This Article adds to the literature by focusing on a unique and novel type of dual-class structure—one in which the public shares have no voting rights at all. It notes that this structure is fundamentally different because in the absence of even highly diluted voting rights in public hands, the firm does not have to abide by certain types of disclosure rules and corporate governance standards. Nonvoting shareholders are …
The Stock Exchange As Multi-Sided Platform And The Future Of The National Market System, Steven Mcnamara
The Stock Exchange As Multi-Sided Platform And The Future Of The National Market System, Steven Mcnamara
BYU Law Review
Since Regulation National Market System (Regulation NMS) came into force a decade ago, computer technology has transformed the stock markets. While Regulation NMS benefited investors by lowering stated transaction costs, it also created today’s complex and fragmented trading system. An increasing amount of trading now occurs off-exchange in dark pools and other “non-lit” venues, and hidden costs proliferate. In addition to the profits taken by high-frequency traders, these include the defensive costs of the technological arms race, the possibility of another “Flash Crash,” public suspicions of “rigged” stock markets, reduced allocative efficiency, and rising proprietary data fees paid by stockbrokers …
What Happens In Delaware Need Not Stay In Delaware: How Trulia Can Strengthen Private Enforcement Of The Federal Securities Laws, Ryan Lewis
BYU Law Review
Class-action lawsuits have been used by private plaintiffs to enforce the federal securities laws since those laws were enacted in the 1930s. With the SEC retaining concurrent authority to enforce federal securities laws, a debate has emerged as to whether the private right of action helps or hinders public enforcement. The primary criticism of private securities litigation is that rent-seeking attorneys abuse the system by bringing frivolous litigation aimed at achieving a settlement and a fee. In the public merger context, the potentially disastrous consequences of failing to close an announced deal on time make corporations eager to settle potentially …
The Hostile Poison Pill, A. Christine Hurt
Simmonds V. Credit Suisse Securities: Applying Delaware’S Demand Requirement To Section 16(B), Joseph Orien
Simmonds V. Credit Suisse Securities: Applying Delaware’S Demand Requirement To Section 16(B), Joseph Orien
BYU Law Review
No abstract provided.
Coco Rising: Can The Emergence Of Novel Hybrid Securities Protect From Future Liquidity Crises?, Eric S. Halperin
Coco Rising: Can The Emergence Of Novel Hybrid Securities Protect From Future Liquidity Crises?, Eric S. Halperin
Brigham Young University International Law & Management Review
No abstract provided.
Opening The Rule 10b-5 Floodgates: Ninth Circuit Split In Gilead Sciences Leaves The Loss Causation Pleading Standard In Limbo , Brandon J. Stoker
Opening The Rule 10b-5 Floodgates: Ninth Circuit Split In Gilead Sciences Leaves The Loss Causation Pleading Standard In Limbo , Brandon J. Stoker
BYU Law Review
No abstract provided.
In Re Williams Securities Litigation—Wcg Subclass: How Dura Met Daubert, Bryan L. Phipps
In Re Williams Securities Litigation—Wcg Subclass: How Dura Met Daubert, Bryan L. Phipps
BYU Law Review
No abstract provided.
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
BYU Law Review
No abstract provided.
Initial Public Offerings And The Failed Promise Of Disintermediation, A. Christine Hurt
Initial Public Offerings And The Failed Promise Of Disintermediation, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Financial Services In The United States And United Kingdom: Comparative Approaches To Securities Regulation And Dispute Resolution, Cory Alpert
Brigham Young University International Law & Management Review
No abstract provided.
Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt
Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt
Faculty Scholarship
No abstract provided.
What Google Can't Teach Us About Ipo Auctions (And What It Can), A. Christine Hurt
What Google Can't Teach Us About Ipo Auctions (And What It Can), A. Christine Hurt
Faculty Scholarship
No abstract provided.
Regulating Public Morals And Private Markets: Online Securities Trading, Internet Gambling And The Speculation Paradox, A. Christine Hurt
Regulating Public Morals And Private Markets: Online Securities Trading, Internet Gambling And The Speculation Paradox, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Monitoring A Game Of Winks, Nods, And Risk: Derivatives Regulation In The E.U. And Poland, Robert F. Schwartz
Monitoring A Game Of Winks, Nods, And Risk: Derivatives Regulation In The E.U. And Poland, Robert F. Schwartz
Brigham Young University International Law & Management Review
No abstract provided.
Moral Hazard And The Initial Public Offering, A. Christine Hurt
Moral Hazard And The Initial Public Offering, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Suitability Claims And Unrecommended Securities Purchases: An Agency Theory Of Broker-Dealer Liability, Frederick Mark Gedicks
Suitability Claims And Unrecommended Securities Purchases: An Agency Theory Of Broker-Dealer Liability, Frederick Mark Gedicks
Faculty Scholarship
It is well-established that full-service broker-dealers have an obligation to recommend to their customers only the purchase of securities that are "suitable" to the customer's investment objectives and financial situation. There seems to be widespread agreement, however, that a broker-dealer cannot incur liability on suitability grounds unless it first recommends a securities purchase to a customer.
Accordingly, discount broker-dealers argue they are necessarily immune from liability on suitability claims because they act as "order clerks" who merely execute unsolicited customer orders; online discounters have adopted the same position. Full-service broker-dealers similarly argue that although they owe a suitability obligation for …
The Plight Of The Private Securities Litigation Reform Act In The Post-Enron Era: The Ninth Circuit's Interpretation Of Materiality In Employer-Teamster V. America West, Patrick Hall
BYU Law Review
No abstract provided.
Counselor, Gatekeeper, Shareholder, Thief: Why Attorneys Who Invest In Their Clients In A Post-Enron World Are "Selling Out," Not "Buying In,", A. Christine Hurt
Counselor, Gatekeeper, Shareholder, Thief: Why Attorneys Who Invest In Their Clients In A Post-Enron World Are "Selling Out," Not "Buying In,", A. Christine Hurt
Faculty Scholarship
No abstract provided.
Reforming Securities Class Actions From The Bench: Judging Fiduciaries And Fiduciary Judging, Lisa L. Casey
Reforming Securities Class Actions From The Bench: Judging Fiduciaries And Fiduciary Judging, Lisa L. Casey
BYU Law Review
No abstract provided.
Determining The Materiality Of Earnings Forecasts Under The Private Securities Litigation Reform Act In Helwig V. Vencor, Hugh Beck
BYU Law Review
No abstract provided.
Liability Of Broker-Dealers For Unsuitable Recommendations To Institutional Investors, Norman S. Poser
Liability Of Broker-Dealers For Unsuitable Recommendations To Institutional Investors, Norman S. Poser
BYU Law Review
No abstract provided.
Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro
Hertzberg V. Dignity Partners, Inc.: Standing To Sue Under Section 11 Of The Securities Act Of 1933; Reflections On Gustafson, James E. Shapiro
Brigham Young University Journal of Public Law
No abstract provided.
United States V. O'Hagan: Recognition Of The Misappropriation Theory, Brian W. Morgan
United States V. O'Hagan: Recognition Of The Misappropriation Theory, Brian W. Morgan
Brigham Young University Journal of Public Law
No abstract provided.