Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Securities (8)
- Securities Law (8)
- Securities Fraud (6)
- United States Securities and Exchange Commission (5)
- Disclosures (4)
-
- Investments (4)
- Stockholders (4)
- Corporate Directors (3)
- Investor Protection (3)
- Online Securities Trading (3)
- Corporate Governance (2)
- International Law (2)
- Investment Securities (2)
- Law (2)
- Sanctions (2)
- Sarbanes-Oxley Act of 2002 (2)
- Securities Industry Laws (2)
- Securities Trading (2)
- United States (2)
- Accountants (1)
- Acquisitions and Mergers (1)
- Basic (1)
- Bernie Madoff (1)
- Collective Bargaining Agreements (1)
- Corporate Officers (1)
- Cost Benefit Analysis (1)
- Crowd Funding (1)
- Cryptocurrencies (1)
- Economics (1)
- Encumbrances (1)
Articles 1 - 30 of 33
Full-Text Articles in Securities Law
A Tokenized Future: Regulatory Lessons From Crowdfunding And Standard Form Contracts, Darian M. Ibrahim
A Tokenized Future: Regulatory Lessons From Crowdfunding And Standard Form Contracts, Darian M. Ibrahim
Faculty Publications
This Article examines the world of risk investing in the cryptoeconomy. The broader crypto market is booming despite the latest downturn. People and institutions are buying in. The question is now how to regulate it.
This Article first tackles the question of whether coins, tokens, and other investable cryptoassets are securities. Second, for those cryptoassets that are not securities, this Article seeks to find a regulatory solution that balances promoting innovation with investor protection, just as the Securities and Exchange Commission (SEC) would do. To strike the right balance, this Article adopts a proposal by Ian Ayres and Alan Schwartz …
Marginal Benefits Of The Core Securities Laws, Kevin S. Haeberle
Marginal Benefits Of The Core Securities Laws, Kevin S. Haeberle
Faculty Publications
To every thing there is a season. In the area of securities regulation in the United States, it is the season for expansion. This article shows why such expansion should not involve use of the core issuer disclosure, fraud, and insider trading laws to reduce information asymmetry in the stock market in the name of investor protection. I argue that any expansion of these laws focused on this secondary market should therefore be justified by distinct concerns (namely, efficiency ones). Moreover, any push to better serve and protect investors should be focused on other areas of securities law (such as …
The Emergence Of The Actively Managed Etf, Kevin S. Haeberle
The Emergence Of The Actively Managed Etf, Kevin S. Haeberle
Faculty Publications
Since the first exchange-traded fund began trading in 1993, the ETF form has attracted enormous investment flows. However, this triumph of the ETF has been overwhelmingly limited to the world of passive investment. Due to a mix of recent market innovation and regulatory change, this state of affairs is changing today. As I explain in this Article, there is much reason to believe that the actively managed ETF is now set to emerge as a significant feature of the investment landscape. And this emergence has important implications for, among others, the main parties that play key roles in protecting investors …
Underwriting Crowdfunding, Darian M. Ibrahim
Underwriting Crowdfunding, Darian M. Ibrahim
Faculty Publications
Crowdfunding has more in common with an initial public offering (IPO) than may be readily apparent. Both are coordinated sales of securities to public investors (in crowdfunding's case, the "crowd"). Both rely on disclosure to mitigate information asymmetries between a company and its investors. Yet IPOs protect investors better for two reasons. First, companies undertaking an IPO have significant track records to disclose, unlike nascent startups. Second, IPOs are underwritten, meaning a reputational intermediary vouches for them.
This Essay considers applying underwriting to Regulation Crowdfunding (Regulation CF) to allow crowdfunding to mimic an IPO. It tackles questions such as: Who …
Information Asymmetry And The Protection Of Ordinary Investors, Kevin S. Haeberle
Information Asymmetry And The Protection Of Ordinary Investors, Kevin S. Haeberle
Faculty Publications
To some, the reductions in information asymmetry provided by the main securities-specific disclosure, fraud, and insider-trading laws help ordinary investors in meaningful ways. To others, whatever their larger social value, such reductions do little, if anything for these investors. For decades, these two sides of this investor-protection divide have mostly talked past each other.
This Article builds on economic theory to reveal something striking: The reductions in information asymmetry provided by the core securities laws likely impose a long-overlooked cost on buy-and-hold ordinary investors. More specifically, I explain why there is much reason to believe that the reductions take away …
A New Market-Based Approach To Securities Law, Kevin S. Haeberle
A New Market-Based Approach To Securities Law, Kevin S. Haeberle
Faculty Publications
Modern securities regulation has three main areas, each of which is plagued by a core problem. Mandatory disclosure law leaves society with suboptimal disclosure, as the government calls for too little of some information (for example, management analysis of company prospects) and too much of other information (for example, data about trivial executive perks). Securities fraud law (specifically, its central fraud-on-the-market theory of reliance) yields damages at odds with any reasonable theory of compensation and deterrence. And insider trading law fails to achieve its ends because incentives to police illegal trading and tipping by executives are currently weak.
In this …
Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson
Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson
Faculty Publications
It has long been said that market forces alone will result in a problematic under-sharing of information by public companies. Since the 1930s, the main regulatory response to this market failure has come in the form of the massive mandatory-disclosure regime that sits at the foundation of modern securities law. But this regime—especially when viewed along with its speech-chilling antifraud overlay—no doubt leaves society without all the corporate information from which it would benefit. The typical fix offered to the problem has been more of the same: add to the 100-plus-page list of what firms must disclose, often based on …
Discrimination Platforms, Kevin S. Haeberle
Discrimination Platforms, Kevin S. Haeberle
Faculty Publications
Off-exchange trading today has become defined by its opacity. Indeed, the framing of this symposium on What Happens in the Dark: An Exploration of Dark Pools and High Frequency Trading and its goal of "exam[ing] a portion of the modern market that remains largely outside of the public eye"l is much in line with contemporary thinking in policymaking, academic, and industry circles alike. Yet, off-exchange trading through "dark" pools and the like is far more transparent than thought, and exchange trading the opposite. In fact, much trading through off-exchange platforms is even more transparent than that facilitated by exchanges.
Despite …
Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle
Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle
Faculty Publications
High-frequency trading, dark pools, and the practices associated with them have come under tremendous scrutiny lately, giving rise to much hot rhetoric. Missing from the discussion, however, is a principled, comprehensive standard for evaluating such practices and the law that governs them. This Article fills that gap by providing a general framework for making serious normative judgments about stock-trading behavior and its regulation. In particular, we argue that such practices and laws should be evaluated with an eye to the secondary trading market's impact on four main aspects of our economy: the use of existing productive capacity, the allocation of …
Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson
Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson
Faculty Publications
No abstract provided.
Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle
Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle
Faculty Publications
The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …
Evolutionary Enforcement At The Securities And Exchange Commission, Jayne W. Barnard
Evolutionary Enforcement At The Securities And Exchange Commission, Jayne W. Barnard
Faculty Publications
Hundreds of critics in the past eighteen months have heaped abuse on the SEC Enforcement Division. How could the Division have missed so much misbehavior on Wall Street? How could the Division's young lawyers have been charmed by Bernie Madoff and thwarted from discovering his terrible crimes? Most critics seem to agree that the Division's most urgent needs include developing substantially more financial sophistication among Division lawyers and investigators; better communications within the Commission and with other federal agencies; and a meaningful system for handling tips and processing information. The SEC's response to its critics has been remarkable. The Commission …
Deception, Decisions, And Investor Education, Jayne W. Barnard
Deception, Decisions, And Investor Education, Jayne W. Barnard
Faculty Publications
Tens of millions of dollars each year are spent on investor education. Because older adults (those aged sixty and older) are disproportionately victims of investment fraud schemes, many educational programs are targeted at them. In this Article, Professor Barnard questions the effectiveness of these programs. Drawing on recent studies from marketing scholars, neurobiologists, social psychologists, and behavioral economists examining the ways in which older adults process information and make decisions, she offers a model of fraud victimization (the "deception/decision cycle") that explains why older adults are often vulnerable to investment fraud schemes. She then suggests that many of the factors …
Securities Fraud, Recidivism, And Deterrence, Jayne W. Barnard
Securities Fraud, Recidivism, And Deterrence, Jayne W. Barnard
Faculty Publications
Legal scholars have expended considerable energy on the study of high-level securities fraud violators-Ken Lay, Bernie Ebbers, Dennis Kozlowski, etc. There has been little attention, however, to the perpetrators of "retail" securities fraud-the con artists who sell bogus stock over the Internet, orchestrate elaborate pump-and-dump schemes, and create a never-ending array of purportedly "risk free" investment opportunities. Collectively, and in a cruel mockery of capitalism, these offenders extract hundreds of millions dollars from investors each year. In this article, Professor Barnard examines this group of offenders, focusing particularly on those who recidivate-often moving from state to state and scheme to …
Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard
Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard
Faculty Publications
No abstract provided.
Creative Sanctions For Online Investment Fraud, Jayne W. Barnard
Creative Sanctions For Online Investment Fraud, Jayne W. Barnard
Faculty Publications
No abstract provided.
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Faculty Publications
No abstract provided.
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard
The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard
Faculty Publications
Enron has brought about demands from many quarters to grant the Securities and Exchange Commission (SEC) new powers. Among the powers the SEC now seeks is the power to bar or suspend securities law violators from serving as an oflicer or director of any public company. Currently, the law assigns this power only to federal district courts. In this Essay, Professor Barnard traces the history of the current law; examining why Congress has expressly withheld suspension and bar powers from the SEC. She then argues that the courts have exercised their suspension and bar powers wisely, and that recent developments …
Report Of The Task Force On Rule 102(E) Proceedings: Rule 102(E) Sanctions Against Accountants, Dixie L. Johnson, John H. Sturc, Kenneth B. Winer, Jayne W. Barnard, Evan J. Falchuk, Jeffrey T. Gilleran, Thomas Gorman, David B. Hardison, Gloria K. Niemi, Thomas L. Riesenberg
Report Of The Task Force On Rule 102(E) Proceedings: Rule 102(E) Sanctions Against Accountants, Dixie L. Johnson, John H. Sturc, Kenneth B. Winer, Jayne W. Barnard, Evan J. Falchuk, Jeffrey T. Gilleran, Thomas Gorman, David B. Hardison, Gloria K. Niemi, Thomas L. Riesenberg
Faculty Publications
No abstract provided.
When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard
When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard
Faculty Publications
The recently enacted Securities Enforcement Remedies and Penny Stock Reform Act of 1990 provides that, in an SEC enforcement action, a federal court may enjoin or "disbar" the defendant from serving in the future as an officer or director of a public company. A court may enter such an order if it finds that the defendant is "substantially unfit" to serve as a corporate executive; the Act, however, does not define "substantial unfitness." In this Article Professor Jayne Barnard provides a framework for defining this term and identifying the defendants to which the Remedies Act should apply. Professor Barnard begins …
Shareholder Access To The Proxy Revisited, Jayne W. Barnard
Shareholder Access To The Proxy Revisited, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Securities Law Enforcement Remedies Act Of 1989: Disenfranchising Shareholders In Order To Protect Them, Jayne W. Barnard
The Securities Law Enforcement Remedies Act Of 1989: Disenfranchising Shareholders In Order To Protect Them, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer
The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer
Faculty Publications
No abstract provided.
Investment Securities, Thomas H. Jolls
Fictitious Registration Of Stock Ownership - Hartford V. Walston Examined, Thomas H. Jolls
Fictitious Registration Of Stock Ownership - Hartford V. Walston Examined, Thomas H. Jolls
Faculty Publications
No abstract provided.
Investment Securities, Thomas H. Jolls
Investment Securities, Thomas H. Jolls
Investment Securities, Thomas H. Jolls