Securities Law Commons^™

Geothermal Resources Under The Mining Law Regime--Problems & Possibilities, Richard A. Grisel

Richard A Grisel

The development of geothermal resources has been greatly hampered by the legal and institutional framework governing geothermal energy resources. This framework has been plagued by conflicting mining and water laws, anachronistic common law systems of property rights, problematic legal classifications of geothermal resources, and jurisdictional variances from state to state and between states and the Federal government. These issues have combined to significantly hinder the development of what will be a vital resource for our nation’s future energy needs.

This thesis concerns one way to address the suboptimal development of geothermal energy resources. Using the Federal acquisition of exclusive airspace …

At War With The Environment, David A. Wirth

David A. Wirth

In this Article, Professor Wirth reviews the book National Defense and the Environment by Stephen Dycus, a recognized expert in both environmental and national security law. The emphasis of the book is on containing and remediating the environmental excesses of the American defense-industrial complex, with a domestic policy focus. While Professor Wirth considers Dycus’ work an intellectually rewarding and refreshing new entry into the ongoing environment-as-security colloquy, he does not consider the book to be accessible to a general audience given the book’s fundamentally legalistic nature.

Corporate Governance And Accountability, Renee M. Jones

Renee Jones

This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The …

Will The Sec Survive Financial Regulatory Reform?, Renee M. Jones

Renee Jones

The Securities and Exchange Commission’s (“SEC”) conspicuous failures during the financial crisis of 2008 have led many to question the agency’s relevance in the modern financial era. Some commentators have called for the creation of new super-agencies to assume a substantial portion of the SEC’s duties. Others highlight enforcement failures and question the agency’s commitment to its investor protection mission. Despite its recent missteps and persistent calls for regulatory overhaul, the SEC’s future seems secure for now as President Obama’s reform proposals (the “Obama Plan”) as currentlyconceived preserve the agency’s independence. Although thus far the Obama Plan protects the SEC’s …

Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones

Renee Jones

This article provides a democratic assessment of the corporate law making structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article is the first to present a comprehensive assessment of the corporate regulatory structure from the perspective of democracy. It departs from prior accounts by looking past the states' role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on …

Law, Norms, And The Breakdown Of The Board, Renee M. Jones

Renee Jones

This Article considers the dominant claim in corporate law literature that extra-legal mechanisms such as markets and social norms provide adequate safeguards against corporate mismanagement and opportunism. After noting recognized deficiencies in the arguments from market discipline, the Article draws on psychological insights to show that certain behavioral phenomena prevent social norms from appropriately constraining corporate conduct. It then argues that because neither markets nor social norms can sufficiently discipline corporate officials, a credible accountability mechanism is necessary to prevent director conduct standards from deteriorating. Unfortunately, an inveterate tradition of judicial deference in corporate law has undermined the role of …

Dynamic Federalism: Competition, Cooperation And Securities Enforcement, Renee M. Jones

Renee Jones

The concept of competition between the federal government and the states was central to the framers’ vision of our constitutional structure. In the framers’ view, federal-state regulatory competition ensured an alternative regime to citizens dissatisfied with the dominant regulator’s performance. Recently, the dynamics of federalism have shifted power in the securities enforcement field from the SEC to certain state securities regulators. The states, rather than the SEC, have led enforcement efforts in the Wall Street analyst conflicts and the mutual fund trading investigations. This shift in authority has prompted renewed debate over whether a uniform national system of securities regulation …

Legal Lines In Shifting Sand: Immigration Law And Human Rights In The Wake Of September 11, Daniel Kanstroom

Daniel Kanstroom

In March of 2004, a group of legal scholars gathered at Boston College Law School to examine the doctrinal implications of the events of September 11, 2001. They reconsidered the lines drawn between citizens and noncitizens, war and peace, the civil and criminal systems, as well as the U.S. territorial line. Participants responded to the proposition that certain entrenched historical matrices no longer adequately answer the complex questions raised in the “war on terror.” They examined the importance of government disclosure and the public’s right to know; the deportation system’s habeas corpus practices; racial profiling; the convergence of immigration and …

Noción Y Elementos Existenciales Del Título De Crédito, Bruno L. Costantini García

Bruno L. Costantini García

Discernir la noción y elementos de existencia de los títulos de crédito, considerando la doctrina y la denominación expresada en nuestra Ley General de Títulos y Operaciones de Crédito, conceptualizando el término de los documentos que consignan un derecho crediticio propio de su naturaleza y deslindando de manera dogmatica y exegética los elementos que lo forman y le dan su funcionamiento, mediante una visión de las instituciones jurídicas que les dan su existencia y aplicación dentro del devenir de los actos de comercio.

Commodity Swap Position Limit Rule May Help Return Price-Risk Management, Michael Greenberger

Michael Greenberger

No abstract provided.

Agency Cost Problems In Executive Compensation: An Evaluation Of Dividend Equivalent Rights On Restricted Stocks, Ufuoma Barbara Akpotaire

Ufuoma Barbara Akpotaire

Some authors argue that the integration of stock options as well as restricted stocks into executive compensation may reduce the conflicts between shareholders and management but may at the same time give rise to other agency problems connected to debt. While this line of argument may hold some merit, the structure of executive compensation packages, has over the years, focused less on stock options and more on restricted stocks. A classic example of this trend is Microsoft, who in 2003, switched from using stock options to restricted stock.

Compensating executives through restricted stocks has recently come under scrutiny due to …

Negotiability, Property, And Identity, James S. Rogers

James S. Rogers

In this Article, Professor Rogers challenges the assumption that securities transfer law has always been based on negotiable certificates and suggests that the reign of negotiability is a relatively recent, and brief, phase in the long history of investment securities trading. Professor Rogers posits that the difficulties currently facing the law of securities transfers are in large part due to the transition from paper to electronic representations of investments. To place these challenges into perspective, Professor Rogers first surveys the history of securities trading and then examines the theoretical underpinnings of the law of securities transfers.

The Economic Theory Of Derivative Actions, Diego G. Pardow

Diego G. Pardow

This paper offers a model to formalize the economic theory of derivative actions developed during the last 30 years. From this perspective, the derivative action presents two interrelated problems. The first is how to solve the collective action problem that prevents that minority shareholders file a suit. The second is how to control the risk of collusive settlements between the defendant manager and the plaintiff’s attorney. This model identifies the fundamental tradeoffs that are implicit in these problems, as well as an optimum that could be used as normative benchmark. In brief, it argues that if the goal of derivative …

Fiduciary Relationships Are Not Contracts, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.

Generalidades De La Propiedad Intelectual En México, Bruno L. Costantini García

Bruno L. Costantini García

Presentación de las Generalidades de la Propiedad Intelectual en México (Propiedad Industrial y Derechos de Autor), legislación que la rige, aplicación y modalidades

Misapplication Of The Federal Extraterritoriality Principle In Limiting The Scope Of Civil Remedies For Fraud Under State Blue Sky Laws, Robert N. Rapp

Robert N Rapp

States do not exercise extraterritorial power when a civil remedy for purchasers of securities victimzed by unlawful conduct in the offer and sale of those securities is invoked by out of state purchasers under the Blue Sky Law of the state in and from which the distribution of securities was undertaken. The Extraterritoriality Principle under the Dormant Commerce Clause of the U.S. Constitution does not bar the invocation of a post-transaction by out of state purchasers. A United States District Court misapplied the Extraterritoriality Principle by constructing a bright-line "transaction" test to cabin the territorial limit of a purchaser remedy. …

Ownership Unbundling In European Energy Market & Legal Problems Under Eu Law, Michael Diathesopoulos

Michael Diathesopoulos

In this paper we will examine the issue of ownership unbundling and forced divestiture remedies imposed in a series of recent competition law cases of the energy market - examined in other papers - in relation to the possible existence of a series of legal obstacles. These energy market decisions belong to a group of antitrust cases in which a structural divestiture remedy has been imposed under the provisions of Article 9 of Regulation 1/2003. This divestiture refers to transmission networks and to generation capacity and is meant to lead to severe structural changes, which are compatible with the findings …

Recuperação De Empresas Viáveis Em Dificuldades: Prevenção E Preservação De Valor [Restructuring Distressed Viable Business Entities: Prevention And Value Preservation], Bruno Ferreira

Bruno Ferreira

No abstract provided.

La Jurisprudencia En México, Bruno L. Costantini García

Bruno L. Costantini García

Breve presentación de la jurisprudencia en México, su aplicación, objetivos y fines para el Derecho Mexicano. ¿Por qué es util para el derecho? ¿Quién la emite?

Notariado Y Correduria Y Su Registro En México, Bruno L. Costantini García

Bruno L. Costantini García

Introducción al Derecho Notarial y Registral en México, cuyo objeto es conocer los elementos de las figuras del notario y del corredor público, la formalización de sus actos y su registro.

Vinculação De Ações À Acordos De Acionistas, Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

O presente trabalho busca avaliar se as ações pertencentes à signatários de acordo de acionistas seriam vinculativas ao próprio acordo, o que significa que carregariam esse numa hipótese de alienação dessas ações para terceiros. Após uma análise quanto ao surgimento histórico, tipos de acordo, as formalidades de registro, bem como sobre a forma como são abordados na legislação de outros países, e os tipos de restrições aplicáveis, o trabalho conclui com um a abordagem prática analisando casos hipotéticos, com os benefícios e prejuízos em cada situação. Como resultado final, demonstra que tais vinculações dependem de uma série de quesitos, como …

The Shadow Banking System And Its Legal Origins, Erik F. Gerding

Erik F. Gerding

The global financial crisis cannot be understood without closely analyzing the development and the failure of the shadow banking system. Shadow banking, in turn, cannot be understood without examining how law shaped it. This article provides a definition of the shadow banking system and describes the critical role law and legal change played in shaping it.

The shadow banking system describes a web of financial instruments (asset-backed securities, credit derivatives, money market mutual funds, repurchase agreements) that connected commercial and household borrowers to investors in capital markets. This system differs, however, from traditional bond markets and is marked by six …

Corporate Law Discussion Group On The Dodd-Frank Act, Renee Jones

Renee Jones

No abstract provided.

Panelist, Federalism And Corporate Governance, Renee Jones

Renee Jones

No abstract provided.

Midwest Corporate Law Scholars Conference Presentation: Mitigating The Harmful Effects Of Proxy Access (Sec Rule 14a-11), Bernard S. Sharfman

Bernard S Sharfman

Presentation given at the Midwest Corporate Law Scholars Conference (June 15, 2011)

Enforcing Directors Duties: A Comparative Analysis, Renee Jones

Renee Jones

No abstract provided.

Renda Fixa Ganha “Novo Mercado”: Projeto Apresentado Pela Anbima Pretende Aumentar Acesso Ao Segmento Para Mais Investidores, Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

No abstract provided.

Co-Organizer: International Conference On The Jurisprudence Of Parenting And The Influence On Culture, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.

Parenting And The Culture Of Friendship, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.

Competition Law And Sector Regulation In The European Energy Market After The Third Energy Package: Hierarchy And Efficiency, Michael Diathesopoulos

Michael Diathesopoulos

The aim of this research is to provide the basic parameters for a model for the definition of the relation between the general competition and sector specific frameworks and rules regarding the regulation of the Internal Energy Market, especially after the Third Energy Package. The research considers the recent sector specific framework in relation to a series of recent competition law cases of the Energy Market where structural remedies were applied under the commitments procedure. Essential facilities doctrine and generally competition law tools do not seem to provide a suitable framework for effectively addressing the dynamic competition concept, treating the …