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Articles 1 - 30 of 42
Full-Text Articles in Securities Law
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose
William & Mary Law Review
Communications in connection with an initial public offering (IPO) are excluded from the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (PSLRA). Unsurprisingly, IPO issuers do not share projections publicly—the liability risk is too great. By contrast, communications in connection with a merger are not excluded from the safe harbor, and special purpose acquisition companies (SPACs) routinely share their merger targets’ projections publicly. Does the divergent application of the PSLRA’s safe harbor in traditional IPOs and SPAC mergers create an opportunity for “regulatory arbitrage” and, if so, what should be done about it? …
Disclosure Of Private Climate Transition Risks, Michael P. Vandenbergh
Disclosure Of Private Climate Transition Risks, Michael P. Vandenbergh
William & Mary Law Review
This Article identifies a gap in the securities disclosure regime for climate change and demonstrates how filling the gap can improve financial disclosures and accelerate climate change mitigation. Private climate initiatives have proliferated in the last decade. Often led by advocacy groups, these private initiatives have used naming and shaming campaigns and other means to induce investors, lenders, insurers, retail customers, supply chain customers, and employees to pressure firms to engage in climate change mitigation. Based on an empirical assessment of the annual reports filed with the Securities and Exchange Commission (SEC) by Fortune 100 firms and the largest firms …
Decentralized Finance: Regulating Cryptocurrency Exchanges, Kristin N. Johnson
Decentralized Finance: Regulating Cryptocurrency Exchanges, Kristin N. Johnson
William & Mary Law Review
Global financial markets are in the midst of a transformative movement. The creation of Bitcoin and Facebook’s proposed distribution of Diem mark a watershed moment in the evolution of the financial markets ecosystem. Purportedly, peer-to-peer distributed digital ledger technology eliminates legacy financial market intermediaries such as investment banks, depository banks, exchanges, clearinghouses, and broker-dealers.
Yet careful examination reveals that cryptocurrency issuers and the firms that offer secondary market cryptocurrency trading services have not quite lived up to their promise. Notwithstanding cryptoenthusiasts’ calls for disintermediation, evidence reveals that platforms that facilitate cryptocurrency trading frequently employ the long-adopted intermediation practices of their …
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
William & Mary Law Review
This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.
Reconsidering The Institutional Design Of Federal Securities Regulation, Zachary J. Gubler
Reconsidering The Institutional Design Of Federal Securities Regulation, Zachary J. Gubler
William & Mary Law Review
The institutional design literature is interested in the optimality of particular legal institutions, for example, judicial review of agency actions, corporate federalism, and environmental policy. This Article brings such an analysis to bear on federal securities regulation and argues that we could improve upon the current institutional structure. In particular, the Article proposes that the Securities and Exchange Commission (SEC) be given even more decision-making authority than it currently has under the statutory scheme, effectively authorizing the agency to create disclosure rules for any firm that operates in interstate commerce. At the same time, the Article proposes that we place …
The Cost Of Securities Fraud, Urska Velikonja
The Cost Of Securities Fraud, Urska Velikonja
William & Mary Law Review
Under the dominant account, fraudulent financial reporting by public firms harms the firms' shareholders and, more generally, capital markets. This Article contends that the account is incomplete. In addition to undermining investor confidence, misreporting distorts economic decision making by all firms, both those committing fraud and those not. False information impairs risk assessment by those who provide human or financial capital to fraudulent firms, the firms' suppliers and customers, and thus misdirects capital and labor to subpar projects. Efforts to hide fraud and avoid detection further distort fraudulent firms' business decisions, as well as decisions by their rivals, who mimic …
Beyond Morrison: The Effect Of The "Presumption Against Extraterritoriality" And The Transactional Test On Foreign Tender Offers, Vladislava Soshkina
Beyond Morrison: The Effect Of The "Presumption Against Extraterritoriality" And The Transactional Test On Foreign Tender Offers, Vladislava Soshkina
William & Mary Law Review
No abstract provided.
Toward A Just Measure Of Repose: The Statute Of Limitations For Securities Fraud, Michael J. Kaufman, John M. Wunderlich
Toward A Just Measure Of Repose: The Statute Of Limitations For Securities Fraud, Michael J. Kaufman, John M. Wunderlich
William & Mary Law Review
Statutes of limitations, a long-standing bulwark of civil litigation, mitigate the risk that evidence of meritorious claims will become stale and relieve defendants who might be exposed to claims from unending uncertainty about whether claims will be brought. But these twin rationales are balanced against allowing plaintiffs sufficient time to discover and file meritorious claims. This balance is manifest in the judicial and congressional effort to fashion a statute of limitations for securities fraud claims. The Supreme Court in Merck & Co. v. Reynolds recently attempted to strike that balance in its interpretation of the statute of limitations for securities …
Mismatch: The Misuse Of Market Efficiency In Market Manipulation Class Actions, Charles R. Korsmo
Mismatch: The Misuse Of Market Efficiency In Market Manipulation Class Actions, Charles R. Korsmo
William & Mary Law Review
Plaintiffs commonly bring two distinct types of claims under section 10(b) of the Securities Exchange Act of 1934: (1) claims of material misrepresentations or omissions, and (2) claims of tradebased market manipulation. Despite the distinctive features of the two types of claims, courts have tended to treat them identically when applying the “fraud on the market” doctrine. In particular, courts have required both types of plaintiffs to make identical showings that the relevant security was traded in an “efficient market” in order to gain a presumption of reliance. The reasons for requiring such a showing by plaintiffs in a misrepresentation …
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
William & Mary Law Review
Conventional wisdom is that shareholder derivative suits are dead. Yet this death knell is decidedly premature. The current conception of shareholder derivative suits is based on an empirical record limited to suits filed in Delaware or on behalf of Delaware corporations, leaving suits outside this sphere in the shadows of corporate law scholarship. This Article aims to fill this gap by presenting the first empirical examination of shareholder derivative suits in the federal courts. Using an original, hand-collected data set, my study reveals that shareholder derivative suits are far from dead. Shareholders file more shareholder derivative suits than securities class …
Securitizing Audit Failure Risk: An Alternative To Caps On Damages, Lawrence A. Cunningham
Securitizing Audit Failure Risk: An Alternative To Caps On Damages, Lawrence A. Cunningham
William & Mary Law Review
No abstract provided.
Fraud On The Market: Short Sellers' Reliance On Market Price Integrity, Douglas A. Smith
Fraud On The Market: Short Sellers' Reliance On Market Price Integrity, Douglas A. Smith
William & Mary Law Review
No abstract provided.
No Good Deed Goes Unpunished? Establishing A Self-Evaluating Privilege For Corporate Internal Investigations, Theodore R. Lotchin
No Good Deed Goes Unpunished? Establishing A Self-Evaluating Privilege For Corporate Internal Investigations, Theodore R. Lotchin
William & Mary Law Review
No abstract provided.
Technological Evolution And The Devolution Of Corporate Financial Reporting, Donald C. Langevoort
Technological Evolution And The Devolution Of Corporate Financial Reporting, Donald C. Langevoort
William & Mary Law Review
No abstract provided.
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
William & Mary Law Review
No abstract provided.
Sec Rule 14e-3 In The Wake Of United States V. O'Hagan: Proper Prophylactic Scope And The Future Of Warehousing, Jeff Lobb
William & Mary Law Review
No abstract provided.
The Rotten Foundations Of Securitization, David Gray Carlson
The Rotten Foundations Of Securitization, David Gray Carlson
William & Mary Law Review
No abstract provided.
From Horse Trading To Insider Trading: The Historical Antecedents Of The Insider Trading Debate, Paula J. Dalley
From Horse Trading To Insider Trading: The Historical Antecedents Of The Insider Trading Debate, Paula J. Dalley
William & Mary Law Review
No abstract provided.
The Employee As Investor: The Case For Universal Application Of The Federal Securities Laws To Employee Stock Ownership Plans, Sean S. Hogle
The Employee As Investor: The Case For Universal Application Of The Federal Securities Laws To Employee Stock Ownership Plans, Sean S. Hogle
William & Mary Law Review
No abstract provided.
Liability Under Section 12(2) Of The Securities Act Of 1933 For Fraudulent Trading In Postdistribution Markets, Therese H. Maynard
Liability Under Section 12(2) Of The Securities Act Of 1933 For Fraudulent Trading In Postdistribution Markets, Therese H. Maynard
William & Mary Law Review
No abstract provided.
Enforcing Arbitration Of Federal Securities Law Claims: The Effect Of Dean Witter Reynolds, Inc. V. Byrd, Michael Durrer
Enforcing Arbitration Of Federal Securities Law Claims: The Effect Of Dean Witter Reynolds, Inc. V. Byrd, Michael Durrer
William & Mary Law Review
No abstract provided.
Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis
Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis
William & Mary Law Review
No abstract provided.
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
William & Mary Law Review
No abstract provided.
The Taxation Of Reinvested Corporate Earnings, Richard L. Doernberg
The Taxation Of Reinvested Corporate Earnings, Richard L. Doernberg
William & Mary Law Review
No abstract provided.
Regulation D: Coherent Exemptions For Small Businesses Under The Securities Act Of 1933, Marvin R. Mohney
Regulation D: Coherent Exemptions For Small Businesses Under The Securities Act Of 1933, Marvin R. Mohney
William & Mary Law Review
No abstract provided.
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
William & Mary Law Review
No abstract provided.
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
William & Mary Law Review
No abstract provided.
Kneeling To The Sec Rules: The Virginia Takeover Act And Sec Tender Offer Rule 14d-2(B), R. Grant Decker Jr.
Kneeling To The Sec Rules: The Virginia Takeover Act And Sec Tender Offer Rule 14d-2(B), R. Grant Decker Jr.
William & Mary Law Review
No abstract provided.
An Economic Analysis Of Section 16(B) Of The Securities Exchange Act Of 1934
An Economic Analysis Of Section 16(B) Of The Securities Exchange Act Of 1934
William & Mary Law Review
No abstract provided.
Far-Reaching Equitable Remedies Under The Securities Acts And The Growth Of The Federal Corporate Law, Robert J. Malley
Far-Reaching Equitable Remedies Under The Securities Acts And The Growth Of The Federal Corporate Law, Robert J. Malley
William & Mary Law Review
No abstract provided.