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Securities Law Commons

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Villanova University Charles Widger School of Law

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Articles 1 - 30 of 81

Full-Text Articles in Securities Law

Shareholder Proposals And The Limits Of Encrypted Interpretations, J. Robert Brown Jr. Jun 2018

Shareholder Proposals And The Limits Of Encrypted Interpretations, J. Robert Brown Jr.

Villanova Law Review

No abstract provided.


A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman Jun 2018

A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman

Villanova Law Review

No abstract provided.


Are Disclosures Really Standardized? An Empirical Analysis, Uri Benoliel May 2017

Are Disclosures Really Standardized? An Empirical Analysis, Uri Benoliel

Villanova Law Review

No abstract provided.


Sec In-House Tribunals: A Call For Reform, Drew Thornley, Justin Blount May 2017

Sec In-House Tribunals: A Call For Reform, Drew Thornley, Justin Blount

Villanova Law Review

No abstract provided.


Arbitration Agreement Arbitrage?: Statutory Discrepancy Leads To Third Circuit Victory For Dodd-Frank Whistleblower Defendants In Khazin V. Td Ameritrade Holding Corp., John K. Lisman Dec 2015

Arbitration Agreement Arbitrage?: Statutory Discrepancy Leads To Third Circuit Victory For Dodd-Frank Whistleblower Defendants In Khazin V. Td Ameritrade Holding Corp., John K. Lisman

Villanova Law Review

No abstract provided.


Halliburton, Basic, And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock Sep 2015

Halliburton, Basic, And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock

Villanova Law Review

No abstract provided.


Who Owns A Class Action?, Richard A. Booth May 2014

Who Owns A Class Action?, Richard A. Booth

Villanova Law Review

This Essay considers the potential implications for securities class actions of Standard Fire Insurance Co. v. Knowles, which is presently before the Supreme Court. Although the ultimate question in Knowles is whether the plaintiff class may be gerrymandered so as to avoid removal to federal court, a closely related question may arise in securities fraud class actions (which are filed in federal court in the first place). In an action under SEC Rule 10b-5, the plaintiff typically seeks to recover for losses suffered as a result of buying a stock at a price inflated by management misrepresentations. In such a ...


Please Be Delicate With My Permanent Record: The Pendulum Inches Towards Absolute Privilege In Merkam V. Wachovia, Joseph W. Catuzzi Mar 2013

Please Be Delicate With My Permanent Record: The Pendulum Inches Towards Absolute Privilege In Merkam V. Wachovia, Joseph W. Catuzzi

Villanova Law Review

No abstract provided.


Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle Jan 2012

Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle

Villanova Law Review

No abstract provided.


Whoops - The Imminent Reconciliation Of U.S. Securities Laws With International Comity After Morrison V. National Australia Bank And The Drafting Error In The Dodd-Frank Act, Andrew Rocks Jan 2011

Whoops - The Imminent Reconciliation Of U.S. Securities Laws With International Comity After Morrison V. National Australia Bank And The Drafting Error In The Dodd-Frank Act, Andrew Rocks

Villanova Law Review

The article contends that the Dodd-Frank Act and the case, Morrison v. National Australia Bank, restrict the extraterritorial reach of U.S. fraud laws to private rights of action involving domestic transactions of U.S. securities. The author notes that the U.S. legal jurisdiction is governed by the policy of minimal interference and respect for sovereignties and by the principle of comity. He states that this position will help establish a cooperative regulatory effort across global markets.


Voting Power Without Responsibility Or Risk: How Should Proxy Reform Address The Decoupling Of Economic And Voting Rights, Roberta S. Karmel Jan 2010

Voting Power Without Responsibility Or Risk: How Should Proxy Reform Address The Decoupling Of Economic And Voting Rights, Roberta S. Karmel

Villanova Law Review

No abstract provided.


Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership, Joan Mcleod Heminway Jan 2010

Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership, Joan Mcleod Heminway

Villanova Law Review

The article discusses the lessons learned from the restructuring of the U.S. Securities and Exchange Commission (SEC) under the Sarbanes-Oxley Act. The strengths and weakness of the SEC reform measures are highlighted. Key reform proposals stemming from the global financial crisis and reform efforts being undertaken as of the spring of 2010 include overhauling or abolishing the SEC, managing the SEC through the Federal Reserve or the Department of the Treasury, and combining the SEC with the Commodity Futures Trading Commission (CFTC).


Fiduciary Obligations Of Broker-Dealers And Investment Advisers, Arthur B. Laby Jan 2010

Fiduciary Obligations Of Broker-Dealers And Investment Advisers, Arthur B. Laby

Villanova Law Review

The article discusses fiduciary obligation that broker-dealers and investment advisers owe their clients. It addresses questions in ascertaining whether financial reform is needed. The fiduciary obligations imposed on brokers and advisers are examined. An analysis of whether fiduciary duties should be imposed on brokers providing advice is offered.


One Nation, Under Securities Fraud: The Third Circuit Notches A Win For Federalism In In Re Lord Abbett Mutual Funds Fee Litigation, Ethan H. Townsend Jan 2010

One Nation, Under Securities Fraud: The Third Circuit Notches A Win For Federalism In In Re Lord Abbett Mutual Funds Fee Litigation, Ethan H. Townsend

Villanova Law Review

No abstract provided.


Moving Beyond The Clamor For Hedge Fund Regulation: A Reconsideration Of Client Under The Investment Advisers Act Of 1940, Anita K. Krug Jan 2010

Moving Beyond The Clamor For Hedge Fund Regulation: A Reconsideration Of Client Under The Investment Advisers Act Of 1940, Anita K. Krug

Villanova Law Review

The article argues that a better approach for hedge fund regulation in the U.S. would be for law to regard private fund investors as clients of the managers of those funds. It discusses the regulatory regime governing investment advisers. The Investment Advisers Act of 1940 is tasked to regulate investment advisers and to require some investment advisers to be registered with the Securities and Exchange Commission (SEC).


Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth May 2009

Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth

Working Paper Series

In the typical securities fraud class action under Rule 10b-5, the plaintiff class consists of buyers who seek damages equal to the difference between the price paid for the stock during the fraud period and the lower price that prevails after corrective disclosure. The argument here is that this claim is really an amalgam of direct and derivative claims and that the derivative claims should result in recovery by the corporation for the benefit of all stockholders. There are three types of losses that arise in the typical stock-drop action. First, part of the loss may be attributable to lower ...


Taking Certification Seriously – Why There Is No Such Thing As An Adequate Representative In A Securities Fraud Class Action, Richard A. Booth Apr 2008

Taking Certification Seriously – Why There Is No Such Thing As An Adequate Representative In A Securities Fraud Class Action, Richard A. Booth

Working Paper Series

Securities fraud class actions (SFCAs) arising under Rule 10b-5 are well established as a feature of the legal landscape, but they are a vestige of a largely outdated view of investor behavior and preferences. In the 1960s, most investors were undiversified stock pickers. Today, most investors hold stock through well diversified institutions. As a result, most investors are net losers from SFCAs. Moreover, it is arguable that it is irrational for most investors not to be diversified. A passive investor who fails to diversify assumes unnecessary risk for the same expected return that diversified investors enjoy. Given that federal securities ...


Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth Apr 2008

Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth

Working Paper Series

This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for ...


The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare Feb 2008

The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare

Working Paper Series

This paper addresses the SEC’s recent use of the corporate monitor as ancillary relief in its enforcement actions. The corporate monitor represents the latest example of the SEC seeking to shift its enforcement responsibilities to the public companies it regulates. Focusing on the role played by the corporate monitor imposed by the SEC in its enforcement action brought against WorldCom, this paper considers some of the dangers posed by the use of the corporate monitor, such as the whether the appointment of a corporate monitor constitutes impermissible overreaching by the SEC. The paper recognizes that the corporate monitor can ...


The Paulson Report Reconsidered: How To Fix Securities Litigation By Converting Class Actions Into Issuer Actions, Richard A. Booth Jan 2008

The Paulson Report Reconsidered: How To Fix Securities Litigation By Converting Class Actions Into Issuer Actions, Richard A. Booth

Working Paper Series

This short essay considers the findings and recommendations of the Paulson Report relating to securities fraud class actions under the 1934 Act and Rule 10b-5. While the report exposes numerous problems with securities litigation in the United States, it understates the problems inherent in stock-drop actions. As a result, the report fails to propose an effective fix. As the report recognizes, diversified investors gain nothing from stock-drop actions: Because the corporation pays, holders effectively reimburse buyers and sellers keep their gains. In other words, the system suffers from circularity akin to a game of musical chairs in that stock-drop actions ...


Going Public, Selling Stock, And Buying Liquidity, Richard A. Booth Nov 2007

Going Public, Selling Stock, And Buying Liquidity, Richard A. Booth

Working Paper Series

It is a well known anomaly of corporation finance that initial public offerings (IPOs) tend to be underpriced. That is, it appears that shares tend to be offered at a price that is below what the market would bear. Scholars have offered several explanations, most of which focus on various sorts of underwriter opportunism (and insider acquiescence therein). But it is difficult to believe that competition among underwriters does not force offerings to be made at the highest possible price, particularly in view of the numerous alternatives to traditional underwriting methods that have arisen in recent years. The persistence of ...


What Is A Business Crime?, Richard A. Booth Nov 2007

What Is A Business Crime?, Richard A. Booth

Working Paper Series

Criminal prosecution has been used with increasing frequency recently in connection with a variety of business failures and other financial offenses. Indeed, it appears that there are few such offenses that cannot be prosecuted criminally even though they also give rise to civil remedies. While some such offenses seem to be quite serious frauds, others seem to be as minor as getting the accounting rules wrong. Thus, the question addressed in this essay is how to define a business crime and what should be the proper role of criminal prosecution in connection with business offenses. I start with the proposition ...


Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare Oct 2007

Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare

Working Paper Series

This paper assesses the private remedies available under Rule 10b-5 to retail investors who have been defrauded by false corporate disclosures. After comparing the treatment received by retail investors to the treatment received by institutional investors, I identify several areas in which the federal securities laws disfavor retail investors who have been defrauded by false corporate disclosures, including the creation of a two-tiered system of investor remedies for securities fraud. Institutional investors are permitted to pick and choose which law and forum offers them the most attractive chance for recovery, but retail investors typically do not have this opportunity. They ...


The Missing Link Between Insider Trading And Securities Fraud, Richard A. Booth May 2007

The Missing Link Between Insider Trading And Securities Fraud, Richard A. Booth

Working Paper Series

In a recent article, I argued that diversified investors - the vast majority of investors - would prefer that securities fraud class actions under the 1934 Act and Rule 10b-5 be dismissed in the absence of insider trading or similar offenses during the fraud period. See Richard A. Booth, The End of the Securities Fraud Class Action as We Know It, 4 Berk. Bus. L. J. 1 (2007), http://ssrn.com/abstract=683197. In this article, I draw on the classic case, SEC v. Texas Gulf Sulfur Company, to show that the federal courts originally viewed securities fraud as inextricably connected to ...


Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth Dec 2006

Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth

Working Paper Series

In this essay, I argue that the preeminence of Silicon Valley as an incubator of technology companies is attributable to equity compensation. Ronald Gilson, relying on the work of AnnaLee Saxenian and others who have noted the tendency of Silicon Valley employees to job hop, has suggested that California law prohibiting the enforcement of non-compete agreements was a major factor in the rise of Silicon Valley (and the demise of Route 128). I extend this line of thought by suggesting that California employers may have relied on equity compensation as a substitute way to bind employees. I argue further that ...


Using Spread And Net Trading Range To Measure Risk In Suitability Cases, Richard A. Booth Mar 2006

Using Spread And Net Trading Range To Measure Risk In Suitability Cases, Richard A. Booth

Working Paper Series

Suitability is one of the most common issues that arises in securities arbitrations. Yet it is also one of the most difficult issues to resolve. Up to now there has been no easy and reliable way to compare the risk of one stock or portfolio with another stock or portfolio measured as of the time the investment decision in question was made. As I argued in an earlier article, spread is potentially a promising way to measure risk in real time as perceived collectively by competing market makers. But with the advent of decimal quotes and other recent changes in ...


Loopholes In Corporate Environmental Reporting And What Is Being Done To Close Them: A Recent Gao Study Examines The Status Of Environmental Reporting To The Sec And Suggests Improvements, Alessandra Love Simons Jan 2006

Loopholes In Corporate Environmental Reporting And What Is Being Done To Close Them: A Recent Gao Study Examines The Status Of Environmental Reporting To The Sec And Suggests Improvements, Alessandra Love Simons

Villanova Environmental Law Journal

No abstract provided.


How Can It Be Wrong When It Feels So Right - Appellate Review Of Remand Orders Under The Securities Litigation Uniform Standards Act, Thomas F. Lamprecht Jan 2005

How Can It Be Wrong When It Feels So Right - Appellate Review Of Remand Orders Under The Securities Litigation Uniform Standards Act, Thomas F. Lamprecht

Villanova Law Review

No abstract provided.


Preemption Under The Securities Litigation Uniform Standards Act: If It Looks Like A Securities Fraud Claim And Acts Like A Securities Fraud Claim, Is It A Securities Fraud Claim?, Jennifer O'Hare Oct 2004

Preemption Under The Securities Litigation Uniform Standards Act: If It Looks Like A Securities Fraud Claim And Acts Like A Securities Fraud Claim, Is It A Securities Fraud Claim?, Jennifer O'Hare

Working Paper Series

This Article addresses the removal and preemption provisions of the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”). In SLUSA, Congress preempted class actions alleging “an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security.” SLUSA clearly applies to preempt the typical state securities fraud action, forcing plaintiffs into federal court where they will be subject to the rigorous procedural requirements of the Private Securities Litigation Reform Act of 1995. Preemption of false corporate publicity cases was expected and, in fact, intended by SLUSA. However, many courts have also extended ...


Making It Easier To Milk The Cow: The Southern District Of New York Collapses The Culpable Participation Doctrine And Sidesteps The Private Securities Litigation Reform Act, Matthew W. Goulding Jan 2004

Making It Easier To Milk The Cow: The Southern District Of New York Collapses The Culpable Participation Doctrine And Sidesteps The Private Securities Litigation Reform Act, Matthew W. Goulding

Villanova Law Review

No abstract provided.