Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Banking and Finance Law (6)
- Business Organizations Law (6)
- Bankruptcy Law (5)
- Law and Economics (4)
- Agency (3)
-
- Litigation (3)
- Organizations Law (3)
- Commercial Law (2)
- Energy and Utilities Law (2)
- Environmental Law (2)
- Jurisprudence (2)
- Law and Politics (2)
- Legislation (2)
- Secured Transactions (2)
- Agriculture Law (1)
- Law Enforcement and Corrections (1)
- Law and Psychology (1)
- Law and Society (1)
- Legal History (1)
- Natural Resources Law (1)
- Rule of Law (1)
- Supreme Court of the United States (1)
- Keyword
-
- Corporate Law; Corporate Control; Insolvency; Zone of Insolvency;Takeover; Bankruptcy; Bankruptcy Law; Liquidation; Recapitalization; Governance Power; (1)
- Corporate Law; Corporate Control; Insolvency; Zone of Insolvency;Takeover; Bankruptcy; Bankruptcy Law; Liquidation; Recapitalization; Governance Power; Asset Sale; Section 363(b); RSA; RSAs; Chapter 11; Debtor (1)
- Corporate death penalty; financial crisis; financial institutions; financial services; financial industry; banks; regulation; prosecution; fraud; fraud prevention; mortgages; securities; Wall Street (1)
- Dodd-Frank; Whistleblowing; Regulation; Regulatory Cycle (1)
- Environmental Protection Agency; EPA; Triplespeak; Utilities; Utility Companies; Securities Exchange Commission; SEC; Clean Power Plan; CO2 Emissions; Electricity; Electric Power; Conservative; Libertarian; Progressive; Investor-Owned Utilities; IOU; Corporate Social Responsibility; CSR Report; Moral Psychology; Disclosures (1)
-
- Federal Securities Law; Securities; Securities Law; Information; Informational Asymmetries; Financial Distress; Credit Default Swaps; CDS; Decoupling; Compliance; Final Period; Class Action Certification; Rule 10b-5; Management's Discussion and Analysis; Disclosure Requirements; Extra-company; Decoupling Activities; Information Asymmetry; Third-party Activities; Public Information; Empty Creditors; Bankrupt; Bankruptcy Law; Default; Net Short; Norske Skog; Hovnanian; Windstream Services; GSO Capital Partners (1)
- Federal; Insider Trading; Insolvent; Insolvency; Bankrupt; Bankruptcy; Debt-trading; Creditor; Securities; Securities Law; Trading Restrictions; Policy; 16(b); 1934 Act; 10b-5; 14e-3 (1)
- Green Bonds; Climate Change; Paris Agreement; Banking Regulation; Green Bond Principles; Icliate Bond Standard; Greenwashing; Green Bond Regulation (1)
- Insider trading; the Supreme Court; insiders; tip; tipper; tippee; securities; the Securities and Exchange Commission; SEC; inside information; access; Blackmun; Marshall; misappropriation theory; Chiarella; fair access; fairness; disclosure; Dirks; personal benefit; duty; unfairness; unfair; invest (1)
- Large banks; Bank of America; settlement; JPMorgan; Chase; Wells Fargo; Goldman Sachs; Citigroup; too big to jail; white collar crime; financial crisis; regulations; regulatory model; regulators; Securities & Exchange Commission; SEC; Department of Justice; DOJ; Commodity Futures Trading; CFTC; Federal Reserve Board; the Fed; prosecution; executives; financial services; fines; Wall Street (1)
- Regulation Crowdfunding; Regulation A; Regulation A+; Intermediary; Investor Protection; Fix Crowdfunding Act; JOBS Act; Title III; Crowdfunding; Equity-Based Crowdfunding; Funding Portal; Reg CF; Reg A+; Securities Regulation; Capital Markets (1)
- Trump; Trump Administration; Dodd-Frank; Consumer Protection Act; OLA; Orderly Liquidation Authority; Title II of Dodd-Frank; Bailout; Failing Financial Institution; Financial Institution; Financial CHOICE Act; CHOICE Act; Bankruptcy; Bankruptcy Code; Liquidations; Distressed Debt; Distressed Financial Institutions; Financial Regulation; FDIC; Taxpayer-funder Bailout; Liquidity; Creditors (1)
- Publication
- Publication Type
Articles 1 - 14 of 14
Full-Text Articles in Securities Law
The Market For Corporate Control In The Zone Of Insolvency: Symposium Introduction, Edward J. Janger
The Market For Corporate Control In The Zone Of Insolvency: Symposium Introduction, Edward J. Janger
Brooklyn Journal of Corporate, Financial & Commercial Law
No abstract provided.
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Brooklyn Journal of Corporate, Financial & Commercial Law
Federal securities law seeks to ensure the quality and quantity of information that corporations make publicly available. Informational asymmetries associated with companies in financial distress, but not in bankruptcy, have received little attention. This Article explores some important asymmetries in this context that are curious in their origin, nature, and impact. The asymmetries are especially curious because of the impact of a world with credit default swaps (CDS) and CDS-driven debt “decoupling.” The Article explores two categories of asymmetries. The first relates to information on the company itself. Here, the Article suggests there is fresh evidence for the belief that …
Insider Trading: Are Insolvent Firms Different?, Andrew Verstein
Insider Trading: Are Insolvent Firms Different?, Andrew Verstein
Brooklyn Journal of Corporate, Financial & Commercial Law
Federal law restricts insider trading. Yet these restrictions operate differently on insolvent or bankrupt firms. The law is more constraining in some respects: federal law extensively regulates the trading of residual claims in solvent firms but not insolvent firms. However, the law is more constraining in other respects: insider trading law does little to limit debt-trading at solvent firms, but a bankruptcy enmeshes all creditors in a web of insider trading rules. This Article identifies insolvency’s economic and legal influence on insider trading law and then normatively evaluates this transformation.
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Brooklyn Journal of Corporate, Financial & Commercial Law
Bankruptcy is a market for corporate control. Current bankruptcy practice offers two alternative mechanisms for effectuating changes in control of a firm: (1) a pre-plan all-asset sale under section 363(b) of the Bankruptcy Code; or (2) an asset sale or recapitalization pursuant to a plan of reorganization under section 1129 of the Code. Pre-plan sales under section 363(b) are fast, but lack the procedural protections associated with a restructuring or sale pursuant to a plan. Plan confirmation can be costly and uncertain, however. Restructuring support agreements (“RSAs”)—contractual agreements to support a future restructuring that has certain agreed-upon characteristics—appear to offer …
Backstop, Not Bailout: The Case For Preserving The Orderly Liquidation Authority Under Dodd-Frank, Mark R. Maciuch
Backstop, Not Bailout: The Case For Preserving The Orderly Liquidation Authority Under Dodd-Frank, Mark R. Maciuch
Brooklyn Journal of Corporate, Financial & Commercial Law
The Trump Administration and Republicans have initiated efforts to repeal certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), one of which is the Orderly Liquidation Authority (OLA) under Title II of Dodd-Frank. Critics of the OLA argue that it enables, rather than prevents, future bailouts funded by taxpayers. These critics are concerned with the Federal Deposit Insurance Corporation’s (FDIC) discretion to decide when and how to resolve distressed financial firms, as well as the FDIC’s access to large amounts of funds from the U.S. Department of the Treasury to carry out these functions. Proponents of …
Essay: Insiders, Outsiders, & Fair Access: Identifying Culpable Insider Trading, Jonathan D. Glater
Essay: Insiders, Outsiders, & Fair Access: Identifying Culpable Insider Trading, Jonathan D. Glater
Brooklyn Law Review
The Supreme Court’s insider trading doctrine has become increasingly convoluted as each effort to cope with novel fact patterns results in a new rule not tethered to principled understanding of the nature of the wrong committed. That this is not a terribly controversial claim is evidence of how far the Court’s jurisprudence has drifted. This essay proposes that the early error was abandonment of concern for third parties who trade on exchanges but who do not enjoy legal access to information possessed by insiders or tippees who receive information from insiders. The Court’s error, the essay contends, rests on a …
Will Fifty Years Of The Sec's Disgorgement Remedy Be Abolished, Roberta Karmel
Will Fifty Years Of The Sec's Disgorgement Remedy Be Abolished, Roberta Karmel
Faculty Scholarship
No abstract provided.
Essay: Corporate Triplespeak: Responses By Investor-Owned Utilities To The Epa’S Proposed Clean Power Plan, Alan R. Palmiter
Essay: Corporate Triplespeak: Responses By Investor-Owned Utilities To The Epa’S Proposed Clean Power Plan, Alan R. Palmiter
Brooklyn Law Review
During the year following the EPA’s proposed Clean Power Plan to regulate CO2 emissions in the power sector, the largest investor-owned electric utilities engaged in a curious triplespeak. Employing the moral language of political conservatives, the utilities focused on whether and how the EPA had transgressed its “traditional” regulatory role, thus altering the “structure” of energy federalism and potentially “degrading” orderly power supplies. In disclosure filings with the Securities and Exchange Commission, the utilities used the moral language of political libertarians, focusing on the “financial risks” that federal government “intervention” poses to efficient power “markets” and to the “freedom” of …
Rules Are Meant To Be Amended: How Regulation Crowdfunding's Final Rules Impact The Lives Of Startups And Small Businesses, Dylan J. Hans
Rules Are Meant To Be Amended: How Regulation Crowdfunding's Final Rules Impact The Lives Of Startups And Small Businesses, Dylan J. Hans
Brooklyn Law Review
The Securities and Exchange Commission effectuated the final crowdfunding rules in 2016, and since then, those rules have become the target of scrutiny from startups and investors. Crowdfunding, a form of public capital raising, is an exciting means by which new companies raise money. But, how long will this regulation be a viable option for startups and small businesses? Will the regulation continue to create opportunities for small market enterprises to raise capital? This Note argues that the Securities and Exchange Commission must make adjustments to the Regulation Crowdfunding exemption to improve investor protection, while also reducing draconian disclosure requirements …
Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, Ronald H. Filler, Jerry W. Markham
Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, Ronald H. Filler, Jerry W. Markham
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission and the Commodity Futures Trading Commission were directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) to create whistleblower protection programs that reward informants with massive bounty payments. At the time of its passage, the Dodd-Frank Act was a highly controversial statute that was passed on partisan lines. Its whistleblowing authority was one of its “most contentious provisions.” As the result of the 2016 elections, the Dodd-Frank Act has come under renewed attack in Congress and by the new Trump administration. The stage is being set for possible repeal of …
Financing Green: Reforming Green Bond Regulation In The United States, Echo Kaixi Wang
Financing Green: Reforming Green Bond Regulation In The United States, Echo Kaixi Wang
Brooklyn Journal of Corporate, Financial & Commercial Law
In recent years, green bonds have emerged as a way for the financial industry to contribute to environmentally friendly projects, combat climate change, and provide funds for green infrastructures across the world. While the green bond market has expanded drastically across large nations in Europe and Asia, market growth has stalled in the United States, in part due to a lack of promising regulations in the United States. Existing regulations on green bond issuance in the United States only exists in the form of non-binding international guidelines. This Note reviews the benefits and potentials of green bonds both as an …
Regulating The “Too Big To Jail” Financial Institutions, Jerry W. Markham
Regulating The “Too Big To Jail” Financial Institutions, Jerry W. Markham
Brooklyn Law Review
This article addresses the “too big to jail” regulatory model in which large banks pay hundreds of billions of dollars to settle multiple and duplicative regulatory charges brought by a horde of state, federal, and even foreign regulators. The banks pay those massive settlements in order to keep their banking charters and to obtain immunity from prosecution for senior executives. In turn, regulators benefit from the headlines these fines generate. Much criticism has been directed at these settlements because the banks are allowed to continue business as usual and no senior executives are jailed. Other critics contend that these settlements …
Opacity, Fragility, & Power: Lessons From The Law Enforcement Response To The Financial Crisis, Gregory M. Gilchrist
Opacity, Fragility, & Power: Lessons From The Law Enforcement Response To The Financial Crisis, Gregory M. Gilchrist
Brooklyn Law Review
Review of Mary Kreiner Ramirez and Steven A. Ramirez, THE CARE FOR THE CORPORATE DEATH PENALTY: RESTORING LAW AND ORDER ON WALL STREET (New York 2017) The Case for the Corporate Death Penalty, by Mary Kreiner Ramirez and Steven A. Ramirez, argues that the limited law enforcement response to the 2008 financial crisis represented an unprecedented failure of the rule of law. It further maintains that the weak response by law enforcement was caused by the economic and political power of the largest financial institutions and those who run them. It concludes that the failure to vigorously prosecute the people …
The Fiduciary Principle Of Insider Trading Needs Revision, Roberta S. Karmel
The Fiduciary Principle Of Insider Trading Needs Revision, Roberta S. Karmel
Faculty Scholarship
No abstract provided.