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Securities Law Commons

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Articles 1 - 30 of 413

Full-Text Articles in Securities Law

Crowdfunding Signals, Darian M. Ibrahim Sep 2019

Crowdfunding Signals, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


Crowdfunding Without The Crowd, Darian M. Ibrahim Sep 2019

Crowdfunding Without The Crowd, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson Sep 2019

Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson

Kevin Scott Haeberle

It has long been said that market forces alone will result in a problematic under-sharing of information by public companies. Since the 1930s, the main regulatory response to this market failure has come in the form of the massive mandatory-disclosure regime that sits at the foundation of modern securities law. But this regime—especially when viewed along with its speech-chilling antifraud overlay—no doubt leaves society without all the corporate information from which it would benefit. The typical fix offered to the problem has been more of the same: add to the 100-plus-page list of what firms must disclose, often ...


Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson Sep 2019

Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson

Kevin Scott Haeberle

No abstract provided.


A New Market-Based Approach To Securities Law, Kevin S. Haeberle Sep 2019

A New Market-Based Approach To Securities Law, Kevin S. Haeberle

Kevin Scott Haeberle

Modern securities regulation has three main areas, each of which is plagued by a core problem. Mandatory disclosure law leaves society with suboptimal disclosure, as the government calls for too little of some information (for example, management analysis of company prospects) and too much of other information (for example, data about trivial executive perks). Securities fraud law (specifically, its central fraud-on-the-market theory of reliance) yields damages at odds with any reasonable theory of compensation and deterrence. And insider trading law fails to achieve its ends because incentives to police illegal trading and tipping by executives are currently weak.

In this ...


Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle Sep 2019

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Kevin Scott Haeberle

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain ...


Discrimination Platforms, Kevin S. Haeberle Sep 2019

Discrimination Platforms, Kevin S. Haeberle

Kevin Scott Haeberle

Off-exchange trading today has become defined by its opacity. Indeed, the framing of this symposium on What Happens in the Dark: An Exploration of Dark Pools and High Frequency Trading and its goal of "exam[ing] a portion of the modern market that remains largely outside of the public eye"l is much in line with contemporary thinking in policymaking, academic, and industry circles alike. Yet, off-exchange trading through "dark" pools and the like is far more transparent than thought, and exchange trading the opposite. In fact, much trading through off-exchange platforms is even more transparent than that facilitated by ...


Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle Sep 2019

Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle

Kevin Scott Haeberle

High-frequency trading, dark pools, and the practices associated with them have come under tremendous scrutiny lately, giving rise to much hot rhetoric. Missing from the discussion, however, is a principled, comprehensive standard for evaluating such practices and the law that governs them. This Article fills that gap by providing a general framework for making serious normative judgments about stock-trading behavior and its regulation. In particular, we argue that such practices and laws should be evaluated with an eye to the secondary trading market's impact on four main aspects of our economy: the use of existing productive capacity, the allocation ...


Sg’S Brief In Lucia Could Portend The End Of The Alj Program As We Have Known It, Jeffrey S. Lubbers Sep 2019

Sg’S Brief In Lucia Could Portend The End Of The Alj Program As We Have Known It, Jeffrey S. Lubbers

Jeffrey Lubbers

No abstract provided.


The Securities Laws And The Mechanics Of Legal Change, Barry Cushman Aug 2019

The Securities Laws And The Mechanics Of Legal Change, Barry Cushman

Barry Cushman

This essay, prepared for the Virginia Law Review symposium marking the 75th anniversary of the Securities Exchange Commission, explores the mechanisms through which the Roosevelt Administration secured the Supreme Court's approval of various features of the New Deal's securities law program.


Constraining Monitors, Veronica Root Aug 2019

Constraining Monitors, Veronica Root

Veronica Root

Monitors oversee remediation efforts at dozens, if not hundreds, of institutions that are guilty of misconduct. The remediation efforts that the monitors of today engage in are, in many instances, quite similar to activities that were once subject to formal court oversight. But as the importance and power of monitors has increased, the court’s oversight of monitors and the agreements that most often result in monitorships has, at best, been severely diminished and, at worst, vanished altogether.

The lack of regulation governing monitors is well documented; yet, the academic literature on monitorships to date has largely taken the state ...


Securities Law Research Guide, Adeen Postar Aug 2019

Securities Law Research Guide, Adeen Postar

Adeen Postar

No abstract provided.


Securities Law Research Presentation, Adeen Postar Aug 2019

Securities Law Research Presentation, Adeen Postar

Adeen Postar

This research guide is a powerpoint presentation on primary and secondary sources used for securities law research. It also identifies government websites and tips for conducting securities law research.


Securities And Commerical Law Research, Adeen Postar Aug 2019

Securities And Commerical Law Research, Adeen Postar

Adeen Postar

No abstract provided.


Securities Law Research, Adeen Postar Aug 2019

Securities Law Research, Adeen Postar

Adeen Postar

This research guide provides an overview of resources and search strategies for researching Securities Law: primary and secondary materials, specialized databases, and government websites. It also identifies sources for researching case law.


From Tgs Conservatorships To Sarbanes-Oxley Fair Funds, Richard M. Buxbaum Aug 2019

From Tgs Conservatorships To Sarbanes-Oxley Fair Funds, Richard M. Buxbaum

Richard M. Buxbaum

While the TGS duo is justly known for its foundational work on the application of Rule 10b-5 to insider trading and corporate misstatements, two other aspects of the two cases are the focus of this contribution. The first is the development of the role of the SEC as conservator, derived originally from the equity side of federal bankruptcy law, but expanded to function as a general equitable remedy. That remedy faced difficult issues concerning the ranking of different victims of insider trading, in particular the status of an entity as a claimant in competition with victimized market participants. The second ...


Can Bad Law Do Good? A Retrospective On Conflict Minerals Regulation, Karen E. Woody Jul 2019

Can Bad Law Do Good? A Retrospective On Conflict Minerals Regulation, Karen E. Woody

Karen Woody

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) created a novel approach to corporate social responsibility (“CSR”) in supply chains by requiring public companies to disclose the presence of conflict minerals in their products. Dodd-Frank, as a whole, has faced a barrage of criticism since its passage, and Section 1502 was not immune from intense critical backlash. As I argued in prior scholarship and congressional testimony, Section 1502 was ill-conceived in substance and form. Its application resulted in the improper use of securities laws to the detriment of its laudable public international law ...


Securities Laws As Foreign Policy, Karen E. Woody Jul 2019

Securities Laws As Foreign Policy, Karen E. Woody

Karen Woody

No abstract provided.


Blockchain Symposium Introduction: Overview And Historical Introduction, Brian Ray Jul 2019

Blockchain Symposium Introduction: Overview And Historical Introduction, Brian Ray

Brian Ray

Imagine a world where human drivers can access on-demand micro-insurance contracts tailored to cover only the actual time spent driving. How about a secure, decentralized identity system that allows individuals to purchase a vehicle and obtain insurance without sharing unnecessary private information exposing it to cyber criminals? Take that a step further and consider a system of driverless cars that transact with autonomous gas stations and take payments directly from passengers. These are some of the fascinating applications that blockchain technology could enable. But these applications give rise to significant technical, social, and legal questions, all of which we explored ...


Why Delaware Courts Should Abolish The Schnell Doctrine, Mary Siegel Jun 2019

Why Delaware Courts Should Abolish The Schnell Doctrine, Mary Siegel

Mary Siegel

No abstract provided.


The Regulation Of Insider Trading In The European Community, Manning Gilbert Warren Iii Apr 2019

The Regulation Of Insider Trading In The European Community, Manning Gilbert Warren Iii

Manning G. Warren III

No abstract provided.


The Role Of The States In The Regulation Of Private Placements, Manning Gilbert Warren Iii Apr 2019

The Role Of The States In The Regulation Of Private Placements, Manning Gilbert Warren Iii

Manning G. Warren III

No abstract provided.


Reflections On Dual Regulation Of Securities: A Case For Reallocation Of Regulatory Responsibilities, Manning Gilbert Warren Iii Apr 2019

Reflections On Dual Regulation Of Securities: A Case For Reallocation Of Regulatory Responsibilities, Manning Gilbert Warren Iii

Manning G. Warren III

I address the scope of state regulatory power that remains given the National Securities Markets Improvement Act of 1996's dictates and prerogatives. I then suggest for consideration significant alterations to the regulatory role traditionally performed by the states.


Reflections On Dual Regulation Of Securities: A Case Against Preemption, Manning Gilbert Warren Iii Apr 2019

Reflections On Dual Regulation Of Securities: A Case Against Preemption, Manning Gilbert Warren Iii

Manning G. Warren III

No abstract provided.


A Birthday Toast To Texas Gulf Sulphur, Manning G. Warren Iii Apr 2019

A Birthday Toast To Texas Gulf Sulphur, Manning G. Warren Iii

Manning G. Warren III

This article commemorates the fiftieth anniversary of the Second Circuit’s Texas Gulf Sulphur decision by examining the impact of the case on insider trading law in the United States. The author begins by discussing the SEC’s opinion, In the Matter of Cady, Roberts & Co., which laid the foundation for the Texas Gulf Sulphur decision by creating a federal duty to disclose material nonpublic information or abstain from trading securities. The author then posits that the SEC, in its Cady, Roberts decision, rejected judicially developed common law fiduciary duty to disclose based on trust and confidence, and, by administrative ...


The Meaning Of Capital In The Twenty-First Century, Edward J. Mccaffery Sep 2018

The Meaning Of Capital In The Twenty-First Century, Edward J. Mccaffery

Edward J McCaffery

America is on a path towards a level of both wealth and income inequality unparalleled in recorded history. Thomas Piketty’s Capital in the Twenty-First Century summarizes and conveys the work of Piketty and many co-authors, over many decades, looking at the structure of income and wealth inequality across many nations and centuries. This review essay builds on Piketty’s ambitions as well as his data, in order to put forth a better solution: one that accepts and even embraces the facts of unequal ownership of capital, but changes the social meaning of those facts to avoid the social harms ...


Taxing Wealth Seriously, Edward J. Mccaffery Sep 2018

Taxing Wealth Seriously, Edward J. Mccaffery

Edward J McCaffery

The social and political problems of wealth inequality in America are severe and getting worse. A surprise is that the U.S. tax system, as is, is a significant cause of these problems, not a cure for them. The tax-law doctrines that allow those who already have financial wealth to live, luxuriously and tax-free, or to pass on their wealth tax-free to heirs, are simple. The applicable legal doctrines have been in place for nearly a century under the income tax, the primary social tool for addressing matters of economic inequality. The analytic pathways to reform are easy to see ...


Let Sleeping Regs Lie: A Diatribe On Regulation A'S Futility Before And After The J.O.B.S. Act, Neal F. Newman Jul 2018

Let Sleeping Regs Lie: A Diatribe On Regulation A'S Futility Before And After The J.O.B.S. Act, Neal F. Newman

Neal F. Newman

Did Congress do the right thing when it attempted to revise Regulation A through Title IV of the J.O.B.S. Act or was their legislative effort an exercise in futility?

On April 4 2012, President Obama signed into law the J.O.B.S. (Jumpstart Our Business Startups) Act. The Act’s intent is to ease the regulatory burden on smaller companies when issuing securities in both private and public offerings. This paper’s specific focus is on the Act’s Title IV. Title IV makes revisions to Regulation A, a private securities offering exemption promulgated under the ...


Reanalyzing Cost-Benefit Analysis: Toward A Framework Of Function(S) And Form(S), Robert B. Ahdieh Jun 2018

Reanalyzing Cost-Benefit Analysis: Toward A Framework Of Function(S) And Form(S), Robert B. Ahdieh

Robert B. Ahdieh

The analysis herein arises from the collision course between the sweeping reforms mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and a single sentence of the U.S. Code, adopted nearly fifteen years earlier and largely forgotten ever since. Few were likely thinking of Section 106 of the National Securities Market Improvement Act when the Dodd-Frank Act was enacted on July 21, 2010. As applied by the D.C. Circuit less than a year later in Business Roundtable v. SEC, however, that provision’s peculiar requirement of cost-benefit analysis could prove the new legislation’s ...


Making Markets: Network Effects And The Role Of Law In The Creation Of Strong Securities Markets, Robert B. Ahdieh Jun 2018

Making Markets: Network Effects And The Role Of Law In The Creation Of Strong Securities Markets, Robert B. Ahdieh

Robert B. Ahdieh

As Russia and other formerly socialist states construct market economies, the appearance of strong securities markets remains an unfulfilled expectation. Notwithstanding broad privatization of state-owned enterprises and the elimination of industrial subsidies - essential precursors to demand for capital-raising securities markets - stock markets in Central and Eastern Europe remain illiquid, inefficient, and unreliable.

Strong securities markets do not, it seems, neatly follow from the welfare-maximizing behavior of individuals and institutions. Nor can the appearance of securities markets be effectively dictated by government decree. Post-communist securities market transition therefore presents a puzzle: Do markets emerge, or must they be created?

Joining the ...