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Articles 31 - 60 of 325
Full-Text Articles in Securities Law
Mad Money: Rethinking Private Placements, Abraham J.B. Cable
Mad Money: Rethinking Private Placements, Abraham J.B. Cable
Washington and Lee Law Review
Currently, regulations try to limit unregistered sales of stock (private placements) to the “smart money,” either by informing investors through disclosure or excluding unsophisticated investors from the market. In theory, these smart-money approaches promote the dual goals of capital formation and investor protection. But in practice, regulators have struggled to craft effective disclosure or screening mechanisms. In light of these failures, this Article advocates for a new approach—investment caps that allow every investor a limited amount of “mad money” to invest in risky private placements. This mad-money approach can protect investors by encouraging basic diversification and liquidity, while advancing capital …
Review: Is Hedge Fund Registration Necessary? , J. W. Verret
Review: Is Hedge Fund Registration Necessary? , J. W. Verret
Washington and Lee Law Review
No abstract provided.
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Washington and Lee Law Review
No abstract provided.
Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii
Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii
Washington and Lee Law Review
No abstract provided.
Why Register Hedge Fund Advisers—A Comment, Lyman P.Q. Johnson
Why Register Hedge Fund Advisers—A Comment, Lyman P.Q. Johnson
Washington and Lee Law Review
No abstract provided.
Contingent Capital In Executive Compensation, Wulf A. Kaal
Contingent Capital In Executive Compensation, Wulf A. Kaal
Washington and Lee Law Review
Contingent capital has great potential to improve corporate governance in Systemically Important Financial Institutions (SIFIs). Early initiatives by European SIFIs to include contingent convertible bonds in executive compensation packages lack governance-improving designs. This Article suggests the use of contingent convertible bonds with an early conversion trigger in executive compensation. The proposal adds an important element to the literature on inside debt and the creditor-centered approach to executive compensation. Contingent convertible bonds with early triggers could be preferable to other debt instruments because, in addition to lowering income inequality and increasing sustainability, the early trigger design can improve incentives for executives …
Do End-Users Get The Best Of Both Worlds?—Title Vii Of Dodd–Frank And The End-User Exception, Carney Simpson
Do End-Users Get The Best Of Both Worlds?—Title Vii Of Dodd–Frank And The End-User Exception, Carney Simpson
Washington and Lee Law Review
No abstract provided.
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Scholarly Articles
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, …
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
Washington and Lee Law Review
No abstract provided.
Citizens United And Forced Speech: Why Protecting The Dissenting Shareholder Necessitates Disclosure Of Corporate Political Expenditures After Citizens United V. Fec, Sabina Bunt Thaler
Citizens United And Forced Speech: Why Protecting The Dissenting Shareholder Necessitates Disclosure Of Corporate Political Expenditures After Citizens United V. Fec, Sabina Bunt Thaler
Washington and Lee Journal of Civil Rights and Social Justice
No abstract provided.
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Scholarly Articles
In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …
The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell
The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell
Washington and Lee Law Review
In recent years there has been significant ongoing academic debate over the expansion ofpublic shareholders 'participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct ofcorporate affairs. The legitimacy ofshareholderp articipationr ights depends upon the actual role public shareholders play in contributing to the corporation's function of providing goods and services and, ultimately, to economic growth and social welfare. Few in the debate have stopped to examine this question. This Article presents original empirical evidence that demonstrates that public shareholders do not, on net, contributec apitalt …
Derivatives At Bankruptcy: Lifesaving Knowledge For The Small Firm, Jonathon Keath Hance
Derivatives At Bankruptcy: Lifesaving Knowledge For The Small Firm, Jonathon Keath Hance
Washington and Lee Law Review
No abstract provided.
Option Backdating And Its Implications, Jesse M. Fried
Option Backdating And Its Implications, Jesse M. Fried
Washington and Lee Law Review
Thousands of U.S. companies appear to have secretly backdated stock options. This Article analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of nonexecutive employees' option grants; and (3) the backdating of executives' option exercises. It shows that each type of backdating less likely reflects arm's length contracting than a desire to inflate and camouflage executive pay. Secret backdating thus provides further evidence that pay arrangements have been shaped by executives' influence over their boards. The fact that so many firms continued to secretly backdate after the Sarbanes-Oxley Act, in blatant violation …
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Washington and Lee Law Review
No abstract provided.
The Separation Of Ownership And Control In Modem Corporations: Shareholder Democracy Or Shareholder Republic? A Commentary On Dalia Tsuk Mitchell's Shareholders As Proxies. The Contours Of Shareholder Democracy, Lucas E. Morel
Washington and Lee Law Review
No abstract provided.
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Washington and Lee Law Review
No abstract provided.
Individual Rights And Investor Protections In A Trade Regime: Nafta And Cafta, Amy K. Anderson
Individual Rights And Investor Protections In A Trade Regime: Nafta And Cafta, Amy K. Anderson
Washington and Lee Law Review
No abstract provided.
Take It Slow: A Novel Concept In The Life Of Sarbanes-Oxley, D. Skylar Rosenbloom
Take It Slow: A Novel Concept In The Life Of Sarbanes-Oxley, D. Skylar Rosenbloom
Washington and Lee Law Review
No abstract provided.
Preliminary Imprimaturs: Prevailing Party Status Based On Preliminary Injunctions, Bart Forsyth
Preliminary Imprimaturs: Prevailing Party Status Based On Preliminary Injunctions, Bart Forsyth
Washington and Lee Law Review
No abstract provided.
Shareholder Oppression & Dividend Policy In The.Close Corporation, Douglas K. Moll
Shareholder Oppression & Dividend Policy In The.Close Corporation, Douglas K. Moll
Washington and Lee Law Review
No abstract provided.
Who "Caused" The Enron Debacle?, David K. Millon
Who "Caused" The Enron Debacle?, David K. Millon
Washington and Lee Law Review
No abstract provided.
Liability For "Causing" Violations Of The Federal Securities Laws: Defining The Sec's Next Counterattack In The Battle Of Central Bank, Gregory E. Van Hoey
Liability For "Causing" Violations Of The Federal Securities Laws: Defining The Sec's Next Counterattack In The Battle Of Central Bank, Gregory E. Van Hoey
Washington and Lee Law Review
No abstract provided.
"Up The Ladder" And Over: Regulating Securities Lawyers-Past, Present & Future, Theodore Sonde, F. Ryan Keith
"Up The Ladder" And Over: Regulating Securities Lawyers-Past, Present & Future, Theodore Sonde, F. Ryan Keith
Washington and Lee Law Review
No abstract provided.
Enron And The Dark Side Of Worker Ownership, David K. Millon
Enron And The Dark Side Of Worker Ownership, David K. Millon
Scholarly Articles
None available.
Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller
Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller
Washington and Lee Law Review
No abstract provided.
A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist
A Paradigm From Securities Law Of Uninformed Supreme Court Decisionmaking, Larry D. Soderquist
Washington and Lee Law Review
No abstract provided.
Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle
Freedom Of Contract And The Securities Laws: Opting Out Of Securities Regulation By Private Agreement, Elaine A. Welle
Washington and Lee Law Review
No abstract provided.
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Washington and Lee Law Review
No abstract provided.
"Disclose-Or-Abstain" Without Restraint: The Supreme Court Misses The Mark On Rule 14e-3 In United States V. O'Hagan, E. Livingston B. Haskell
"Disclose-Or-Abstain" Without Restraint: The Supreme Court Misses The Mark On Rule 14e-3 In United States V. O'Hagan, E. Livingston B. Haskell
Washington and Lee Law Review
No abstract provided.