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Articles 1 - 30 of 33
Full-Text Articles in Securities Law
Regulatory Effectiveness In Ofcs, Andrew Morriss, Clifford Henson
Regulatory Effectiveness In Ofcs, Andrew Morriss, Clifford Henson
Andrew P. Morriss
The claim that OFCs are lax regulators has two weaknesses. First, it ignores differences between OFCs and onshore jurisdictions that influence the effectiveness of regulatory measures, such as their relative need to protect retail investors and the effectiveness of informal constraints. Second, leading OFCs deploy resources that are comparable to leading onshore jurisdictions by many measures.
Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel
Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel
Richard A Grisel
This paper argues that game theory provides powerful, effective new tools to analyze externalities that occur in the context of strategic, multi-party, interactive decision-making. I will attempt to treat this as a non-technical paper and avoid the complex mathematics better left to economists and mathematicians. Instead, a more achievable goal is to illustrate how high-seas open-access fishing is virtually identical to a game situation, treat the fundamentals of game theory, and demonstrate that game theoretic analyses are well-suited and fruitful for designing effective policy responses to fisheries management, particularly with respect to the straddling stocks problem. Indeed, one seminal fisheries …
Rethinking Risk, Renee Jones
Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup
Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup
Vincent V. Hilldrup
At a time when hedge fund returns have been stagnating and failing to meet expectations in the period from 2004-2007, they have also attracted significant amounts of capital as investors have eagerly sought to secure above market returns.1 Pressured to perform in the wake of the 2008 financial crisis, hedge funds have turned to shareholder activism as a means of maximizing profits and increasing their returns on investment, seeking to influence corporate policy and, if necessary, hold underperforming managers accountable. With significant amounts of funds available at their disposal, they have the means to pressure management and directly influence corporate …
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
David K. Millon
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
Who "Caused" The Enron Debacle?, David K. Millon
Who "Caused" The Enron Debacle?, David K. Millon
David K. Millon
No abstract provided.
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
David K. Millon
No abstract provided.
Securities Law — Rule 10b-5— Purchaser-Seller Requirement — Blue Chip Stamps V Manor Drug Stores, Robert E. Fox
Securities Law — Rule 10b-5— Purchaser-Seller Requirement — Blue Chip Stamps V Manor Drug Stores, Robert E. Fox
Robert Fox
No abstract provided.
Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace
Disclosure Of Environmental Liabilities Under The Securities Laws: The Potential Of Securities-Market-Based Incentives For Pollution Control , Perry E. Wallace
Perry Wallace
No abstract provided.
On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee
On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee
Robert Rhee
Credit rating agencies are important institutions of the global capital markets. If they had performed properly, the financial crisis of 2008–2009 would not have occurred, and the course of world history would have been different. There is a near universal consensus that reform is needed, but none as to the best approach. The problem has not been solved. This Article offers the simplest fix proposed thus far, and it is contrarian. Unlike other reform proposals, this Article accepts the central role of rating agencies in the regulation of bond investments, the realities of a duopoly, and the issuer-pay model of …
Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate, Michael Greenberger
Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate, Michael Greenberger
Michael Greenberger
The price of crude oil in the futures markets has oscillated wildly during the past five years. Although these price swings may partly be a result of insufficient supply meeting large demand for oil, economic data demonstrate that market fundamentals have in fact remained in equilibrium. An overwhelming number of market participants, financial analysts, and academics have instead shown that unregulated excessive speculation in the oil futures markets is to blame. Such excessive speculation is a result of the financialization of commodities, which has exacerbated price swings in oil because the speculative upward betting causes artificially high prices that do …
The Cost Of Securities Fraud, Urska Velikonja
The Cost Of Securities Fraud, Urska Velikonja
Urska Velikonja
Under the dominant account, securities fraud by public firms harms the firms’ shareholders and, more generally, capital markets. Recent financial legislation—the JOBS Act and the Dodd-Frank Act—as well as the influential 2011 D.C. Circuit decision in Business Roundtable v. SEC reinforce that same worldview. This Article contends that the account is wrong. Misreporting distorts economic decision-making by all firms, both those committing fraud and not. False information, coupled with efforts to hide fraud and avoid detection, impairs risk assessment by providers of human and financial capital, suppliers and customers, and thus misdirects capital and labor to lower-value projects. If fraud …
The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez
The End Of Corporate Governance Law: Optimizing Regulatory Structures For A Race To The Top., Steven A. Ramirez
Steven A. Ramirez
No abstract provided.
Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From "Central Bank" To "Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc., Charles W. Murdock
Charles W. Murdock
No abstract provided.
Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone
Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone
Michelle M. Harner
The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them? This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …
The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon
The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon
Scott T. FitzGibbon
The family is matter of heart and blood. It is created, in part, by physical and emotional intimacy. It projects itself through history through its biological dimension. Any reasonable definition of the family must recognize this fundamental characteristic. “Biological dimension” here refers, not only to genetic affinities, important as those may be, but to all physical connections and to all matters closely related to the physical. Thus, it includes all the activities and dispositions which, generation after generation, bring a family together in the great procreative project: the begetting and rearing of children. The biological dimension includes making love and …
The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon
The Biological Basis For The Recognition Of The Family, Scott Fitzgibbon
Scott T. FitzGibbon
No abstract provided.
Puelo V Topel: The Court Got It Wrong, Charles W. Murdock
Puelo V Topel: The Court Got It Wrong, Charles W. Murdock
Charles W. Murdock
No abstract provided.
A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock
A Primer On Pleading Securities Fraud Under Plsra: The Seventh Circuit’S Decision In Tellabs, Charles W. Murdock
Charles W. Murdock
No abstract provided.
The Supreme Court’S Decisions In Arthur Andersen And Dura Pharmaceuticals, Charles W. Murdock
The Supreme Court’S Decisions In Arthur Andersen And Dura Pharmaceuticals, Charles W. Murdock
Charles W. Murdock
No abstract provided.
Regulation Of Speculation In The Financial Market: Focusing On Derivative Instruments, Christopher Chao-Hung Chen
Regulation Of Speculation In The Financial Market: Focusing On Derivative Instruments, Christopher Chao-Hung Chen
Christopher Chao-hung Chen
This article argues that market speculation is a conduct to acquire benefits by undertaking risk. Derivative instruments are powerful tools for market participants to conduct market speculation, which may help hedging, market making and completing investment market. However, pure and excessive speculation might cause net loss of market efficiency and create external costs. Some speculative transactions may imply asymmetric information. Market speculation might also lead to market abuse and even systemic risk. These reasons provide the basis to regulate market speculation by derivatives trading. This paper argues that Taiwan law might build on current regulatory model centring on the type …
Liberalization Of Taiwan’S Securities Markets: The Case Of Cross-Taiwan-Strait Listings, Wen-Yeu Wang, Christopher Chao-Hung Chen
Liberalization Of Taiwan’S Securities Markets: The Case Of Cross-Taiwan-Strait Listings, Wen-Yeu Wang, Christopher Chao-Hung Chen
Christopher Chao-hung CHEN
The purpose of this paper is to examine the liberalization of Taiwan’s capital market regarding cross-Taiwan-Strait listing of securities. Taiwan is in an advantageous position to compete with other Asian rivals to attract issuers and capital from China. However, the long political hostility ensures that there is little regulatory cooperation on both sides of the Taiwan Strait. Assuming that the creation of a cross-strait capital market is an unstoppable trend, this paper examines from the perspective of regulatory competition several regimes that may facilitate Taiwan to overcome regulatory obstacles arising from the special Sino-Taiwan relationship. This paper argues that regulatory …
The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger
The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger
Michael Greenberger
The significant extraterritorial scope of the derivatives regulation within the Dodd-Frank Wall Street Reform and Consumer Protection Act promises to foster rigorous international standards for financial regulation that will restore transparency and stability to the global derivatives market. At present, that market exceeds $700 trillion notional value, or over ten times the world GDP. Despite opposition from Wall Street to the present extraterritorial application of almost all of Dodd-Frank’s derivatives regulation, the plain language of the statute requires implementing that regulation on an appropriate extraterritorial basis in order to protect U.S. taxpayers from bailing out financial institutions engaging in foreign …
Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger
Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger
Michael Greenberger
The Relationship of Unregulated OTC Derivatives to the Meltdown. It is now accepted wisdom that it was the non-transparent, poorly capitalized, and almost wholly unregulated over-the-counter (“OTC”) derivatives market that lit the fuse that exploded the highly vulnerable worldwide economy in the fall of 2008. Because tens of trillions of dollars of these financial products were pegged to the economic performance of an overheated and highly inflated housing market, the sudden collapse of that market triggered under-capitalized or non-capitalized OTC derivative guarantees of the subprime housing investments. Moreover, the many undercapitalized insurers of that collapsing market had other multi-trillion dollar …
Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger
Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger
Michael Greenberger
Implementing the rigorous governance and ownership standards established in the Dodd-Frank Wall Street Reform and Consumer Protection Act3 for derivatives clearing organizations (DCOs) will promote free and open access to clearing and reduce systemic risk within what is now the $700 trillion notional value derivatives market. Such standards are central to and advance the key regulatory tenants of Dodd-Frank: i.e., to restore transparency, capital adequacy, and accountability to what was the unregulated over-the-counter (OTC) derivatives market by ensuring that swaps are cleared through financially sound DCOs. Also, these rules will promote competition by curtailing large swap dealers‘ (SDs) control over …
Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh
Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh
Renee Jones
This Article proposes a public enforcement model for the fiduciary duties of corporate directors. Under the dominant model of corporate governance, the principal function of the board of directors is to oversee the conduct of senior corporate officials. When directors fail to provide proper oversight, the consequences can be severe for shareholders, creditors, employees, and society at large. Despite general agreement on the importance of director oversight, courts have yet to develop a coherent doctrine governing director liability for the breach of oversight duties. In Delaware, the dominant state for U.S. corporate law, the courts tout the importance of board …
Co-Organizer: International Conference On Extended And Extending Families, Scott Fitzgibbon
Co-Organizer: International Conference On Extended And Extending Families, Scott Fitzgibbon
Scott T. FitzGibbon
No abstract provided.
Reforming The Third Year Of Law School, Lyman Johnson, Robert Danforth, David Millon
Reforming The Third Year Of Law School, Lyman Johnson, Robert Danforth, David Millon
Lyman P. Q. Johnson
No abstract provided.
Law, Fact, And Discretion In The Federal Courts: An Empirical Study, Robert Anderson
Law, Fact, And Discretion In The Federal Courts: An Empirical Study, Robert Anderson
Robert Anderson IV
The organization of the federal judiciary rests upon a division of labor between trial courts and appellate courts. Central to this division of labor is the standard of review, which requires that appellate courts review factual and discretionary decisions deferentially. The conventional wisdom is that appellate courts almost never reverse trial court findings of fact and rarely reverse discretionary decisions. The prevailing view, however, is greatly oversimplified. Data from federal cases suggest that standards of review operate in a much more complex and nuanced way than the conventional account would indicate. The empirical evidence suggests that the appellate courts routinely …
Stapled Financing, Joshua A. Craven