Securities Law Commons^™

Betting The Bank: How Derivatives Trading Under Conditions Of Uncertainty Can Increase Risks And Erode Returns In Financial Markets, Lynn A. Stout

Cornell Law Faculty Publications

On April 12, 1994, Procter & Gamble Co. announced that it had incurred pre-tax losses of $157 million from trading in leveraged interest rate swaps, a form of financial derivative. At the time that figure seemed enormous. Yet within a year, Procter & Gamble's misfortune had been overshadowed by that of Orange County, a wealthy California enclave that lost an estimated $2.5 billion of its investment fund as a result of dealings in reverse-repurchase agreements, inverse floaters, and other arcane instruments. Recent months have seen further losses by investment funds, government entities, and even colleges and Native American tribes. Perhaps …

Order Flow Cases: Jurisdiction, Preemption And Securities Laws, Richard L. Stone, Francis J. Facciolo

Faculty Publications

(Excerpt)

Primary jurisdiction and preemption issues arise in securities class action litigation when alleged violations of state law arise from conduct that is either explicitly or implicitly regulated by the federal securities laws.

These are two distinct theories: one is a matter of administrative law and judicial economy (primary jurisdiction); the other is a matter of constitutional law involving the Supremacy Clause (preemption). To date, there has not been extensive case law involving preemption and the federal securities laws (other than in the blue sky and tender offer areas) and there has been almost no case law on primary jurisdiction …

Agreeing To Disagree Over Excessive Trading, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn A. Stout

Cornell Law Faculty Publications

No abstract provided.

Choosing The Law Governing Perfection: The Data And Politics Of Article 9 Filing, (With C. Mooney, Jr.). , Steven L. Harris

All Faculty Scholarship

No abstract provided.

Negotiability, Electronic Commercial Practices, And A New Structure For The Ucc Article 9 Filing System: Tapping The Private Market For Information Technology, (With C. Mooney, Jr.). , Steven L. Harris

All Faculty Scholarship

No abstract provided.

Justice Blackmun And Securities Arbitration: Mcmahon Revisited, James A. Fanto

Faculty Scholarship

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

LLM Theses and Essays

In contrast to the public-notice filing system under U.C.C. Article 9, the modern German law of securities in personal property lacks publicity of security interests. The German courts have developed a mesh of priority rules exhaustively described in this analysis. Despite the costs and risks arising under the formal filing system, the U.C.C. accomplishes a preferable balance of interests involved in secured transactions. It assures certainty to creditors about the priority of security interests in particular assets, whereas the German law comprehensively recognizes the debtor’s interest in the secrecy of the transaction and the need for external capital. Regarding the …

Negotiability, Electronic Commercial Practices, And A New Structure For The U.C.C. Article 9 Filing System, Steven L. Harris, Charles W. Mooney Jr.

All Faculty Scholarship

No abstract provided.

Not Just A Private Club: Self Regulatory Organizations As State Actors When Enforcing Federal Law, Richard L. Stone, Michael A. Perino

Faculty Publications

In the Securities Exchange Act of 1934, Congress enacted a comprehensive scheme for regulating the national securities markets. Pursuant to that scheme, the Securities and Exchange Commission was given ultimate authority to enforce the newly enacted securities laws against market participants. The Exchange Act also created a prominent enforcement role for national securities exchanges, like the New York Stock Exchange. Congress required these self-regulatory organizations as a condition for their continued operation to enforce, among other things, compliance by their members with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The SROs were also given …

Disciplining Managers: Shareholder Cooperation In The Shadow Of Shareholder Competition, Manuel A. Utset

Scholarly Publications

No abstract provided.

Producing Information: Initial Public Offerings, Production Costs, And The Producing Lawyer, Manuel A. Utset

Scholarly Publications

No abstract provided.

Competition Versus Consolidation: The Significance Of Organizational Structure In Financial And Securities Regulation, John C. Coffee Jr.

Faculty Scholarship

It's as predictable as the swallows' return to Capistrano. At the outset of each new Administration, a Presidential Task Force proposes a restructuring of the federal administrative agencies. New developments in rapidly evolving markets, it is argued, require a consolidation of agencies to generate a broader perspective, to create a "level playing field," and to end the possibility of a "race to the bottom" (to the extent that market participants can opt for one regulatory system over another). The proposal draws little overt criticism, but turf-conscious agencies quietly mobilize their constituencies to oppose the reform. The first sign of trouble …

Some Corporate And Securities Law Perspectives On Student-Athletes And The Ncaa, David A. Skeel Jr.

All Faculty Scholarship

No abstract provided.

Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson

Faculty Scholarship

Unlimited shareholder liability would radically change the way we look at corporations. In an unlimited-liability world, one part at least of the veil between corporation and shareholder would no longer exist. As a result, the relationship between corporation and shareholder would be, both in law and in fact,much closer than it is currently. The two parts of this change-the legal and the factual-would reinforce each other. The legal change would be reflected in court decisions enforcing unlimited liability Regardless of the exact contours that decisions in this area took initially, there would be at least some shareholders-mutual funds, for example--whom …

Foxes And Hen Houses?: Personal Trading By Mutual Fund Managers, Edward B. Rock

All Faculty Scholarship

No abstract provided.

Regulatory Competition, Regulatory Capture, And Corporate Self-Regulation, William W. Bratton, Joseph A. Mccahery Prof

All Faculty Scholarship

No abstract provided.

Re-Engineering Corporate Disclosure: The Coming Debate Over Company Registration, John C. Coffee Jr.

Faculty Scholarship

Statutory obsolescence is the fate of all legislation. At some point in the natural "life cycle" of any statute, courts tend to move from purposive statutory construction, focused on the actual legislative intent, to greater deference towards administrative expertise as they implicitly recognize that the original legislative intent no longer fits the contemporary institutional landscape. Given that the federal securities laws were passed during the 1930s, they have now entered the geriatric zone where their possible obsolescence must be considered. Some academics have already called for the SEC's elimination on precisely this basis. Practitioners complain about the "metaphysical" and "hypertechnical" …

Is The Shingle Theory Dead?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Resales Of Securities Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

This Article explains the failings of the Securities and Exchange Commission in dealing with resales of securities and suggests an appropriate statutory and policy framework for a principled approach to the matter. Part I of this article is an introduction to this issue. Part II of this Article describes the present situation regarding the law of resales. Part III of this Article offers a series of broad observations about resales under the 1933 Act, suggests an economic analysis for the registration provisions of the 1933 Act, and presents some more specific recommendations concerning resale rules.