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University of Maryland Francis King Carey School of Law

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Articles 1 - 30 of 57

Full-Text Articles in Securities Law

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

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

Maryland Law Review

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 ...


Kokesh V. Sec: The Supreme Court Redefines An Effective Securities Enforcement Tool, Conor Daly May 2018

Kokesh V. Sec: The Supreme Court Redefines An Effective Securities Enforcement Tool, Conor Daly

Maryland Law Review Online

No abstract provided.


A Glass-Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture Mar 2017

A Glass-Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture

Maryland Law Review

No abstract provided.


Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle Jan 2014

Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle

Journal of Business & Technology Law

No abstract provided.


Speculative Tech: The Bitcoin Legal Quagmire & The Need For Legal Innovation, Paul H. Farmer Jr. Jan 2014

Speculative Tech: The Bitcoin Legal Quagmire & The Need For Legal Innovation, Paul H. Farmer Jr.

Journal of Business & Technology Law

No abstract provided.


Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan Jan 2014

Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan

Journal of Business & Technology Law

No abstract provided.


On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee Oct 2013

On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee

Faculty Scholarship

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 ...


Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro Jan 2013

Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro

Journal of Business & Technology Law

No abstract provided.


Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger Jan 2013

Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger

Faculty Scholarship

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 ...


The Cost Of Securities Fraud, Urska Velikonja Jan 2013

The Cost Of Securities Fraud, Urska Velikonja

Faculty Scholarship

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 ...


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 Jan 2013

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

Faculty Scholarship

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 ...


Insider Trading In China: Compared With Cases In The United States, Greg Tzu Jan Yang Jan 2012

Insider Trading In China: Compared With Cases In The United States, Greg Tzu Jan Yang

Maryland Series in Contemporary Asian Studies

No abstract provided.


Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher Jan 2012

Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher

Proxy

No abstract provided.


Malack V. Bdo Seidman, Llp: Gatekeepers Not So Conflicted In The Fraud-Created-The-Market Theory, Chelsea Ortega Jan 2012

Malack V. Bdo Seidman, Llp: Gatekeepers Not So Conflicted In The Fraud-Created-The-Market Theory, Chelsea Ortega

Journal of Business & Technology Law

No abstract provided.


The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger Jan 2012

The Extraterritorial Provisions Of The Dodd-Frank Act Protects U.S. Taxpayers From Worldwide Bailouts, Michael Greenberger

Faculty Scholarship

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 ...


Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone Jan 2012

Gender And Securities Law In The Supreme Court, Lyman Johnson, Michelle M. Harner, Jason A. Cantone

Faculty Scholarship

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 ...


Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger Apr 2011

Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger

Congressional Testimony

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 ...


The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin Jan 2011

The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin

Student Articles and Papers

For centuries common law warranties and fraud theories have regulated misattribution and mistaken provenance in the market for fine art. Scholars have in recent decades proposed theories to supplement protection for unsophisticated buyers transacting with auction houses or dealers. Academia has also proposed the imposition of securities regulations upon auction houses for the purpose of protecting sellers—an argument that can be extended to protect buyers transacting with either auction houses or dealerships. In practice, the theories put forth to protect purchasers may not have an added benefit and will likely disrupt liquidity. The extension of regulations akin to the ...


South Cherry Street, Llc V. Hennessee Group Llc: Investors' Desperate Plea For Second Circuit Standards, Daniella Casseres Jan 2011

South Cherry Street, Llc V. Hennessee Group Llc: Investors' Desperate Plea For Second Circuit Standards, Daniella Casseres

Journal of Business & Technology Law

No abstract provided.


Outsourcing Fraud Detection: The Analyst As Dodd-Frank Whistleblower, Luke Roosevelt Hornblower Jan 2011

Outsourcing Fraud Detection: The Analyst As Dodd-Frank Whistleblower, Luke Roosevelt Hornblower

Journal of Business & Technology Law

No abstract provided.


The Dodd-Frank Act's Specialized Corporate Disclosure: Using The Securities Laws To Address Public Policy Issues, David M. Lynn Jan 2011

The Dodd-Frank Act's Specialized Corporate Disclosure: Using The Securities Laws To Address Public Policy Issues, David M. Lynn

Journal of Business & Technology Law

No abstract provided.


Toward Comprehensive Gse And Housing Finance Reform, Clifford V. Rossi Jan 2011

Toward Comprehensive Gse And Housing Finance Reform, Clifford V. Rossi

Journal of Business & Technology Law

No abstract provided.


Investment Adviser Regulation Post-Madoff: A Brave New World, Kevin A. Zambrowicz Jan 2011

Investment Adviser Regulation Post-Madoff: A Brave New World, Kevin A. Zambrowicz

Journal of Business & Technology Law

No abstract provided.


Overwhelming A Financial Regulatory Black Hole With Legislative Sunlight: Dodd-Frank’S Attack On Systemic Economic Destabilization Caused By An Unregulated Multi-Trillion Dollar Derivatives Market, Michael Greenberger Jan 2011

Overwhelming A Financial Regulatory Black Hole With Legislative Sunlight: Dodd-Frank’S Attack On Systemic Economic Destabilization Caused By An Unregulated Multi-Trillion Dollar Derivatives Market, Michael Greenberger

Faculty Scholarship

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.[1] 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 OTC derivative guarantees of the subprime housing market; and the guarantors’ multi-trillion dollar interconnectedness with thousands of other OTC derivatives’ counterparties within that OTC market (through interest rate, currency, foreign exchange ...


Activist Distressed Debtholders: The New Barbarians At The Gate?, Michelle M. Harner Jan 2011

Activist Distressed Debtholders: The New Barbarians At The Gate?, Michelle M. Harner

Faculty Scholarship

The term “corporate raiders” previously struck fear in the hearts of corporate boards and management teams. It generally refers to investors who target undervalued, cash-flush or mismanaged companies and initiate a hostile takeover of the company. Corporate raiders earned their name in part because of their focus on value extraction, which could entail dismantling a company and selling off its crown jewels. Today, the term often conjures up images of Michael Milken, Henry Kravis or the movie character Gordon Gekko, but the alleged threat posed to companies by corporate raiders is less prevalent—at least with respect to the traditional ...


Will The Cftc Defy Congress's Mandate To Stop Excessive Speculation In Commodity Markets And Aid And Abet Hyperinflation In World Food And Energy Prices: Analysis Of The Cftc's Proposed Rules On Speculative Position Limits, Michael Greenberger Jan 2011

Will The Cftc Defy Congress's Mandate To Stop Excessive Speculation In Commodity Markets And Aid And Abet Hyperinflation In World Food And Energy Prices: Analysis Of The Cftc's Proposed Rules On Speculative Position Limits, Michael Greenberger

Faculty Scholarship

On January 26, 2011, the Commodity Futures Trading Commission issued the Notice of Proposed Rulemaking on Position Limits for Derivatives pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules are designed to implement the historic Congressional mandate of the Commodity Exchange Act, as amended by Section 737 of the Dodd-Frank Act, to ban excessive speculation from the derivatives market, i.e., the speculation which exceeds the need for liquidity by commercial handlers hedging price risk in these markets. Section 737 is the result of multi-year consideration by Congress, during which a strong consensus was reached ...


Is Our Economy Safe? A Proposal For Assessing The Success Of Swaps Regulation Under The Dodd-Frank Act, Michael Greenberger Oct 2010

Is Our Economy Safe? A Proposal For Assessing The Success Of Swaps Regulation Under The Dodd-Frank Act, Michael Greenberger

Faculty Scholarship

On July 21, 2010, President Barack Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The central goal of the Dodd-Frank Act is to ensure that all standardized derivates products are regulated. The Act requires these trades be fully transparent and backed by adequate capital. The central question for evaluating the success of the Dodd-Frank Act is simple but profound: Has the Dodd-Frank Act made the economy any safer from the threat of another economic meltdown? This paper introduces a number of metrics that can be used to assess the success of the Dodd-Frank Act.


The Role Of Derivatives In The Financial Crisis – Testimony Before The Financial Crisis Inquiry Commission, June 30, 2010, Michael Greenberger Jun 2010

The Role Of Derivatives In The Financial Crisis – Testimony Before The Financial Crisis Inquiry Commission, June 30, 2010, Michael Greenberger

Congressional Testimony

It is now almost universally accepted that the unregulated multi-trillion dollar OTC CDS market helped foment a mortgage crisis, then a credit crisis, and finally a ―once-in-a-century systemic financial crisis that, but for huge U.S. taxpayer interventions, would have in the fall of 2008 led the world economy into a devastating Depression. Before explaining below the manner in which credit default swaps fomented this crisis, it worth citing in the margin those many economists, regulators, market observers, and financial columnists who have described the central role unregulated CDS played in the crisis.

Even those once skeptical of arguments about ...


The East Asia Summit And The Regional Security Architecture, Ralf Emmers, Joseph Chinyong Liow, See Seng Tan Jan 2010

The East Asia Summit And The Regional Security Architecture, Ralf Emmers, Joseph Chinyong Liow, See Seng Tan

Maryland Series in Contemporary Asian Studies

No abstract provided.


An Insight Into Insider Trading In Greater China, Greg Tzu Jan Yang Jan 2010

An Insight Into Insider Trading In Greater China, Greg Tzu Jan Yang

Maryland Series in Contemporary Asian Studies

No abstract provided.