Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Corporations (3)
- Corporate governance (2)
- Markets (2)
- Securities fraud (2)
- Agency costs (1)
-
- Authority (1)
- Basic Inc. v. Levinson (1)
- China (1)
- Claims (1)
- Class actions (1)
- Class certification (1)
- Compensation (1)
- Compliance (1)
- Dividends (1)
- Efficiency (1)
- Federal Rules of Civil Procedure (1)
- Fraud on the market (1)
- Information (1)
- Initial public offerings (1)
- Investors (1)
- Law reform (1)
- Liability (1)
- Lochner v. New York (1)
- Loss causation (1)
- Loss-spreading (1)
- Materiality (1)
- Predominance (1)
- Reform (1)
- Regulations (1)
- Reliance (1)
Articles 1 - 5 of 5
Full-Text Articles in Securities Law
Shareholder Compensation As Dividend, James J. Park
Shareholder Compensation As Dividend, James J. Park
Michigan Law Review
This Article questions the prevailing view that securities-fraud actions suffer from a circularity problem. Because shareholder plaintiffs are owners of the defendant corporation, it is commonly argued that shareholder compensation is a payment from shareholders to themselves with substantial transaction costs in the form of attorney fees. But shareholder compensation is no more circular than a dividend, which is a cash payment to shareholders from the company they own with substantial transaction costs in the form of taxes. In fact, shareholder compensation is less circular than a dividend because it is a transfer to shareholders who purchased stock when the …
Loss Causation And Class Certification, Steven Serajeddini
Loss Causation And Class Certification, Steven Serajeddini
Michigan Law Review
Courts have long faced difficulty interpreting loss causation under Section 10b-5 of the Securities Act of 1934. This difficulty stems from the seemingly irreconcilable conflict between this core element of common law fraud and the procedural demands of Rule 23 of the Federal Rules of Civil Procedure, the typical vehicle for a 10b-5 class action. Recently, some courts and commentators have begun to consider loss causation as an individualized inquiry that is not common among class members, and one that therefore warrants consideration at the class certification stage. The existing justifications center on the conceptually distinct 10b-5 element of reliance, …
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
University of Michigan Journal of Law Reform
This Note argues that smaller public companies should have the option to opt out of Section 404 of the Sarbanes-Oxley Act of 2002. Optional compliance is economically preferable to the current approach of mandatory compliance. Companies that choose to comply with Section 404 will send a signal to the financial markets that their internal controls meet the high standards Section 404 demands, and investors will reward such companies if they actually value the benefit of that company's additional controls. Similarly, companies that benefit less from additional internal accounting will be able to avoid Section 404's high costs. To clarify the …
Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page
Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page
Michigan Law Review
Part I of this Review discusses the modem "nexus of contracts" approach to corporations and highlights how Greenfield's views differ. Part II examines corporate goals and purposes, suggesting that Greenfield overstates the impact of the shareholder-primacy norm and does not offer a preferable alternative. Part III critiques the means to the ends--Greenfield's proposals for changing the mechanics of corporate governance. Although several of his proposals are intriguing, they seem unlikely to achieve their pro-social aims. This Review remains skeptical, in part because-even given its problems-the U.S. "director-centric governance structure has created the most successful economy the world has ever seen." …
Administrative Governance As Corporate Governance: A Partial Explanation For The Growth Of China's Stock Markets, David A. Caragliano
Administrative Governance As Corporate Governance: A Partial Explanation For The Growth Of China's Stock Markets, David A. Caragliano
Michigan Journal of International Law
This Note argues that during the first decade of stock market development (roughly 1990-2000) Chinese institutions, which emphasized administrative direction and control, functioned in lieu of legal and financial institutions. Preexisting modes of administrative governance introduced incentives that mitigated information asymmetry problems inherent in initial public offerings (IPOs) and contributed to enhanced market valuation during the post-IPO phase. The author focuses on two sui generis Chinese institutions employed during this time period: the quota system for equity share issuance and the Special Treatment (ST) system for underperforming issuers. In short, the thesis is that administrative governance substituted for corporate governance.