Securities Law Commons^™

Morrison And Cryptocurrencies: Is It Time To Revisit The Extraterritorial Application Of Rule 10b-5?, Eleanor B. Eastham

Georgia Journal of International & Comparative Law

No abstract provided.

The Judicial Role In Extraterritorial Application Of The Securities Exchange Act Of 1934: Vesco, William A. Aileo

Georgia Journal of International & Comparative Law

No abstract provided.

Regulating Foreign-Based Institutions For Collective Investment: The German Statute, The American Experience, And The Oecd Standard Rules, Charles B. Robson Jr.

Georgia Journal of International & Comparative Law

No abstract provided.

The Enduring Legacy Of Modern Efficient Market Theory After Halliburton V. John, Mark Klock

Georgia Law Review

In 1988 the U.S. Supreme Court approved the fraud on the market theory for securities trading in an efficient market thus enabling securities class action plaintiffs to establish their required reliance element of the case through a rebuttable presumption. Basic v. Levinson held that efficient markets incorporate publicly disseminated information and investors who purchased or sold securities in an efficient market therefore relied on any publicly disseminated misinformation. For more than a quarter century since Basic, the efficient market theory has sustained a barrage of assaults from commentators who object to the use of economic theory in legal decision making …

Privileging Professional Insider Trading, Sarah Baumgartel

Georgia Law Review

This Article explores insider trading law's increasing
focus on personal relationships, and the way in which the
law has come to privilege professional over
nonprofessional insider trading. The Article discusses
how, in an effort to expand insider trading liability, the
government has sought to impose legal duties of loyalty
and confidentiality on a host of personal relationships not

otherwise subject to law-effectively basing civil and
criminal penalties on "corruption" in purely personal
relationships. At the same time, courts have adopted a
business property rationale regardingthe use of nonpublic
information and declined to prevent companies from
disclosing valuable nonpublic information to …

Clearinghouses And Regulation By Proxy, Yesha Yadav

Georgia Journal of International & Comparative Law

Related to Georgia Journal of International and Comparative Law Conference: The New Roles of Corporations in Global Governance.

International Tax Free Exchanges: The Structure Of I.R.C. Section 367, Vikram A. Gosain

Georgia Journal of International & Comparative Law

No abstract provided.

Securities Regulations Investigations - United States-Swiss Treaty Attempts To Increase Cooperation In Releasing Names Of Swiss-Based Account Holders Involved In United States Securities And Exchange Commission Investigations, Daniel B. Simon Iii

Georgia Journal of International & Comparative Law

No abstract provided.

Tax Reform Act Of 1984 - Netherlands Antilles - Effect Of The Repeal Of The Withholding Tax On Portfolio Interest Payments To Foreign Investors, Lee C. Dilworth

Georgia Journal of International & Comparative Law

No abstract provided.

The Export Trade Note: A New Instrument For International Trade, Eugene A. Ludwig, Michael J. Coursey

Georgia Journal of International & Comparative Law

No abstract provided.

The Financial Industry's Plan For Resolving Failed Megabanks Will Ensure Future Bailouts For Wall Street, Arthur E. Wilmarth Jr.

Georgia Law Review

Wall Street has achieved a remarkable political comeback from the financial crisis of 2007-2009. Public anger over bailouts of large financial institutions spurred Congress to pass the Dodd- Frank Wall Street Reform and Consumer Protection Act (Dodd- Frank) in July 2010.1 Megabanks, however, used their political influence to weaken Dodd-Frank's provisions, and they have pursued a determined campaign since 2010 to undermine Dodd- Frank's implementation. A primary goal of Dodd-Frank is to end "too big to fail" (TBTF) treatment for systemically important financial institutions (SIFIs) and their creditors. During the debates over Dodd-Frank, however, Wall Street defeated two major initiatives …

Bank Regulation And Securitization: How The Law Improved Transmission Lines Between Real Estate And Banking Crises, Erik F. Gerding

Georgia Law Review

Financial crises take many forms. Real estate crises can devastate economies.' So too can bank crises. Stock market crashes can precipitate crises of their own. The "subprime crisis" represents the confluence and worst of all three; like three cyclones merging together in warm offshore waters, these three kinds of crises generated even more destructive force when conjoined. The panic that took shape in U.S. real estate and capital markets in 2007 represents another example in a long historical line of intertwined banking and real estate crises. Securitization served as a new coupling rod joining cycles in real estate and banking …

The Evolving Role Of Economic Analysis In Sec Rulemaking, Joshua T. White

Georgia Law Review

Recently, the SEC has come under great scrutiny for how it conducts economic analysis around rulemakings, especially those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank or the Dodd-Frank Act) Dodd-Frank tasked the SEC with more than 100 rulemaking provisions. Perhaps no criticism had a more profound effect than the D.C. Circuit's decision in Business Roundtable v. SEC, which struck down the SEC's proxy access rule due to inadequate economic analysis.

Regulations are imperfect. They cannot be costlessly executed or enforced. Regulators also lack full information on the actual costs and benefits of proposed policies. For …

Politics In Securities Enforcement, Urska Velikonja

Georgia Law Review

American securities enforcement agencies often face charges that they use their enforcement power to further political goals.' Most recently, Standard & Poor's credit rating agency claimed that the U.S. Department of Justice unfairly singled it out for prosecution for fraudulent credit ratings after it downgraded U.S. sovereign debt. The U.S. Securities and Exchange Commission (SEC or the Commission), too, has been accused of using its enforcement politically: of bringing enforcement actions to improve its political standing, to punish its detractors, or to deflect attention from negative reports about its activities; and of holding back investigations of politically-connected figures.

The Sixth Commissioner, Nadelle Grossman

Georgia Law Review

The federal securities laws grant broad rulemaking authority to the Securities and Exchange Commission (SEC). In promulgating rules, the SEC must not only ensure that its rules protect investors and the public interest, but also consider the effects of its rules on efficiency, competition, and capital formation (the ECCF mandate). However, the SEC's rulemaking authority has been frustrated. In two decisions striking down SEC rules, the D.C. Circuit has required the SEC to conduct a quantitative cost-benefit analysis under the ECCF mandate. This contrasts with the SEC's historic practice of qualitatively assessing the effects of its rules. While these D.C. …

The Development Of A Global Market-Based Debt Strategy To Regulate Private Lending To Developing Countries, Bradley K. Boyd

Georgia Journal of International & Comparative Law

No abstract provided.

Securities - Insider Trading - The Effects Of The New Eec Draft Insider Trading Directive, Douglas A. Nystrom

Georgia Journal of International & Comparative Law

No abstract provided.

Securities Regulation - Great Expectations And The Reality Of Rule 144a And Regulation S; The Sec's Approach To The Internationalization Of The Financial Marketplace, R. Brandon Asbill

Georgia Journal of International & Comparative Law

No abstract provided.

China - A National Regulatory Framework For The Prc's Stock Markets Begins To Emerge, Benjamin R. Tarbutton

Georgia Journal of International & Comparative Law

No abstract provided.

From German Shepherds To Wet Poodles: The Sec Exacts Concessions From Daimler-Benz Concerning Disclosure Of Its Hidden Reserves, Andrew H. Walcoff

Georgia Journal of International & Comparative Law

No abstract provided.

The Value Of Public-Notice Filing Under Uniform Commercial Code Article 9: A Comparison With The German Legal System Of Securities In Personal Property, Jens Hausmann Dr.

Georgia Journal of International & Comparative Law

No abstract provided.

Secured Credit And Insolvency Law In Argentina And The U.S.: Gaining Insight From A Comparative Perspective, Guillermo A. Moglia Claps, Julian B. Mcdonnell

Georgia Journal of International & Comparative Law

No abstract provided.

Revamping International Securites Laws To Break The Financial Infrastructure Of Global Terrorism, Sireesha Chenmolu

Georgia Journal of International & Comparative Law

No abstract provided.

A Comparative Study Of Monitoring Of Management In German And U.S. Corporations After Sarbanes-Oxley: Where Are The German Enrons, Worldcoms, And Tycos?, Florian Stamm

Georgia Journal of International & Comparative Law

No abstract provided.

The Key Elements For Developing A Securities Market To Drive Economic Growth: A Roadmap For Emerging Markets, Ziven Scott Birdwell

Georgia Journal of International & Comparative Law

No abstract provided.

Much Ado About Nothing: How The Securities Sro State Actor Circuit Split Has Been Misinterpreted And What It Means For Due Process At Finra, Jerrod M. Lukacs

Georgia Law Review

Traditionally, the U.S. securities exchanges were self-
regulated, governing trading, setting rules, and carrying
out disciplinary procedures against member trader-
brokers. In the past five decades, however, the SEC has
divested the exchanges of their regulatory authority,
transferring it to independent, private bodies.
Concomitantly, the SEC's ability to control the rule-
making and enforcement powers of these private bodies
has increased. Recently, this process culminated in the
creation of FINRA, a monopolized, private self-regulatory
organization (SRO) under comprehensive SEC control
responsible for regulating the entire U.S. secondary
securities market. The SEC's ever-growing control over
securities SROs has called into question …

Skimming From The 2%: The Status Of Georgia's Restrictions On Shareholder Access To Corporate Information, Ruari J. O'Sullivan

Georgia Law Review

The Georgia Court of Appeals, in Mannato v. SunTrust
Banks, Inc., held that O.C.G.A. § 14-2-1602 abrogated all
common law rights to inspect corporate records. As a
result, shareholders in Georgia owning less than 2% of a
corporation'soutstandingshares suddenly lost the right to
petition a court to grant access to a corporation's books
and records. This Note argues that the Mannato decision
was incorrect. The Georgia Court of Appeals failed to
notice the significant procedural differences that existed
between the statutory and common law right of inspection
and erroneously applied Georgia's established law of
statutory abrogation. The court also brushed …

Mutual Fund Performance Advertising: Inherently And Materially Misleading?, Alan R. Palmiter, Ahmed E. Taha

Georgia Law Review

Mutual fund companies routinely advertise the past
returns of their strong-performing, actively-managed
equity funds. These performance advertisements imply
that the advertised high past returns are likely to
continue. Indeed, investors flock to these funds despite
high past returns being a poor predictor of high future
returns. Thus, fund performance advertising is inherently
and materially misleading and violates federal securities
antifraud standards. In addition, the SEC-mandated
warning in these advertisements that "past performance
does not guarantee future results"fails to temper investors'
focus on past returns.
The SEC should do more to prevent investors from being
misled by fund performance advertisements. It …