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Articles 1 - 30 of 97
Full-Text Articles in Securities Law
Moral Hazard And The Initial Public Offering, A. Christine Hurt
Moral Hazard And The Initial Public Offering, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Rediscovering The Economics Of Loss Causation , Richard Kaplan, Madge Thorsen, Scott Hakala
Rediscovering The Economics Of Loss Causation , Richard Kaplan, Madge Thorsen, Scott Hakala
ExpressO
Abstract This article explores the economic principles and theories underlying loss causation in the context of securities fraud litigation. It explains the difference between “investment loss” and recoverable “inflationary loss” and posits that the latter consists of the difference between inflation in stock prices caused by the fraud at the time of purchase and inflation in the price at the time of sale. It reviews scenarios in which inflationary loss due to fraud may occur and would be recognized as a matter of economic theory as well as a matter of law. It urges that Dura v. Broudo Pharmaceuticals, 125 …
Accounting Fraud: Pleading Scienter Of Auditors Under The Private Securities Litigation Reform Act, Gideon Mark
Accounting Fraud: Pleading Scienter Of Auditors Under The Private Securities Litigation Reform Act, Gideon Mark
ExpressO
This paper examines the current judicial approach to assessing the scienter of auditors under the Private Securities Litigation Reform Act. The paper concludes that the current approach is inadequate and should be modified.
Model Of Time-Inconsistent Misconduct: The Case Of Lawyer Misconduct, Manuel A. Utset
Model Of Time-Inconsistent Misconduct: The Case Of Lawyer Misconduct, Manuel A. Utset
Scholarly Publications
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.
The Irrational Auditor And Irrational Liability, Adam C. Pritchard
The Irrational Auditor And Irrational Liability, Adam C. Pritchard
Law & Economics Working Papers Archive: 2003-2009
This essay argues that less liability for auditors in certain areas might encourage more accurate and useful financial statements, or at least equally accurate statements at a lower cost. Audit quality is promoted by three incentives: reputation, regulation, and litigation. When we take reputation and regulation into account, exposing auditors to potentially massive liability may undermine the effectiveness of reputation and regulation, thereby diminishing integrity of audited financial statements. The relation of litigation to the other incentives that promote audit quality has become more important in light of the sea change that occurred in the regulation of the auditing profession …
Tracing, Peter B. Oh
Tracing, Peter B. Oh
ExpressO
Tracing is a method that appears within multiple fields of law. Distinct conceptions of tracing, however, have arisen independently within securities and remedial law. In the securities context plaintiffs must “trace” their securities to a specific offering to pursue certain relief under the Securities Act of 1933. In the remedial context victims who “trace” their misappropriated value into a wrongdoer’s hands can claim any derivative value, even if it has appreciated.
This article is the first to compare and then cross-apply tracing within these two contexts. Specifically, this article argues that securities law should adopt a version of the “rules-based …
Taking The Stand: The Lessons Of The Three Men Who Took The Japanese American Internment To Court, Lorraine K. Bannai
Taking The Stand: The Lessons Of The Three Men Who Took The Japanese American Internment To Court, Lorraine K. Bannai
Seattle Journal for Social Justice
No abstract provided.
Reform Of Public Company Disclosure In Europe, Roberta S. Karmel
Reform Of Public Company Disclosure In Europe, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Reform Of Public Company Disclosure In Europa, Roberta S. Karmel
Reform Of Public Company Disclosure In Europa, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Casenote: Killing Life Partners: Why Viatical Settlements Constitute Securities – In Light Of The Sec V. Mutual Benefits Corporation And Other Recent Cases Explicitly Rejecting Life Partners, Brian Levin
ExpressO
No abstract provided.
Fighting Fraud On Faith: Federal Securities Regulation And The Limits Of Disclosure, Shannon R. Selden
Fighting Fraud On Faith: Federal Securities Regulation And The Limits Of Disclosure, Shannon R. Selden
ExpressO
In the past ten years, Congress passed three major reform acts to address two diametrically opposed concerns: It first restrained what it believed was an excess of securities fraud litigation, then responded to an explosion of securities fraud. This Article contends that despite the competing provocations and ambitions of the reforms, they share an unwarranted adherence to the principle of disclosure as the best means to attack market malfeasance: The Article examines the basis for and consequences of that undeserved legislative fidelity. Applying behavioral economics and cultural theory to the recent legislation and its underpinnings, the Article concludes that a …
Markets For Markets: Origins And Subjects Of Information Markets, Miriam A. Cherry, Robert L. Rogers
Markets For Markets: Origins And Subjects Of Information Markets, Miriam A. Cherry, Robert L. Rogers
ExpressO
No abstract provided.
Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor
Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor
ExpressO
No abstract provided.
Is The Dutch Auction Ipo A Good Idea?, Anita I. Anand
Is The Dutch Auction Ipo A Good Idea?, Anita I. Anand
ExpressO
The Google IPO raised the question of whether Dutch auctions are preferable to the traditional bookbuilding method of financing. Some argue that Dutch auctions make public offerings more efficient in terms of price discovery by leaving less money on the table. They further argue that Dutch auctions are more fair, since underwriters do not allocate securities to preferred clients, thereby allowing for a more equitable allocation among institutional and retail investors. I suggest that the Dutch auction is not necessarily more fair and may in fact lead to less efficient capital markets. I argue that reform of the current system …
Advertisements Misrepresentation And Remedies, Narsimha Rao A.V
Advertisements Misrepresentation And Remedies, Narsimha Rao A.V
Dr. A.V Narsimha Rao
Advertisements, with their effective designs and statements, influence people in their decision-making. With the exaggerated information, advertisments mislead and dissatisfy the consumer, who in turn becomes a bad advertiser. Due to this, the advertisers face embarrassing situations and pay a heavy price for their mistake. So it is essential to formulate a policy for advertising and make sure they work within the legal framework and in accordance with the codes created for the purpose of maintaining advertisement standards.
Clients As Teachers, Barbara Glesner Fines
Preference Determinations Concerning Bankruptcy Reform Act Of 1978 And Securities Act Of 1933, Securities And Exchange Act Of 1934, And Commodity Exchange Act, J. B. Grossman
University of Arkansas at Little Rock Law Review
No abstract provided.
From "Federalization" To "Mixed Governance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh
From "Federalization" To "Mixed Governance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh
Faculty Scholarship
Since the very moment of its adoption, the Sarbanes-Oxley Act of 2002 has been subject to a litany of critiques, many of them seemingly well-placed. The almost universal condemnation of the Act for its asserted 'federalization' of corporate law, by contrast, deserves short shrift. Though widely invoked - and blithely accepted - dissection of this argument against the legislation shows it to rely either on flawed assumptions or on normative preferences not ordinarily acknowledged (or perhaps even accepted) by those who criticize Sarbanes-Oxley for its federalization of state corporate law.
Once we appreciate as much, we can begin by replacing …
Securities Regulation, David K. Brown, Valerie D. Barton
Securities Regulation, David K. Brown, Valerie D. Barton
Mercer Law Review
This Article examines significant securities regulation cases originating in the Eleventh Circuit Court of Appeals during 2003 and 2004. In particular, Part I of this Article addresses a recent decision in the area of insider trading and familial relationships. Part II analyzes two recent cases involving the definition of "security" under the Securities Act of 1933. The three cases discussed below address two very different issues and draw from two separate areas of securities law, the Securities Act of 1933 and the Securities Exchange Act of 1934. However, a common theme connects these cases: the preservation of flexibility within the …
Can Regulation Of Insider Trading Be Effective?, Alexandre Padilla
Can Regulation Of Insider Trading Be Effective?, Alexandre Padilla
ExpressO
While there is a very prolific literature showing that the regulation of insider trading is by and large ineffective when it comes to discourage individuals from trading on non-public information, almost no work has been done on whether insider trading regulation can be effective. This paper attempts to fill that gap by investigating whether the regulation of insider trading can be effective. First, we show why insider trading regulation cannot be effective. Second, we see to what extend the empirical studies are consistent with our analysis.
What Makes Asset Securitization "Inefficient"?, Kenji Yamazaki
What Makes Asset Securitization "Inefficient"?, Kenji Yamazaki
ExpressO
Despite the damage caused by the recent Enron scandal , the asset securitization market has been vibrant and has become a popular financing alternative . A number of academics emphasize its merits and suggest that it is a more favorable way of financing, and Congress’s proposal to make sales of asset in securitization immune from characterization as secured transactions under the Bankruptcy Reform Act of 2001 (the “Reform Act”) almost materialized when the Enron scandal hit the scene. Conversely, there have been accusations that securitization is not a legitimate way of financing because, for example, it fosters fraudulent transactions.
Why …
Demythologizing The Stock Exchange: Reconciling Self-Regulation And The National Market System, Onnig H. Dombalagian
Demythologizing The Stock Exchange: Reconciling Self-Regulation And The National Market System, Onnig H. Dombalagian
University of Richmond Law Review
No abstract provided.
In Praise Of Investor Irrationality, Gregory La Blanc, Jeffrey J. Rachlinski
In Praise Of Investor Irrationality, Gregory La Blanc, Jeffrey J. Rachlinski
Cornell Law Faculty Publications
How should a market filled with investors who chronically make bad investments, but is nevertheless efficient, be regulated? A growing body of evidence suggests that this is the state of most securities markets; investors rely on cognitive processes that produce systematically bad choices, and yet the market remains largely efficient. In fact, cognitive errors might be essential to their efficient operation. Even investors who make systematic errors also often possess real and unique information that can contribute to accurate pricing of securities. If such investors became mindful of their limited ability to distinguish between real information and erroneous information, they …
Nasd Regulation Of Ipo Conflicts Of Interest - Does Gatekeeping Work?, Royce De R. Barondes
Nasd Regulation Of Ipo Conflicts Of Interest - Does Gatekeeping Work?, Royce De R. Barondes
Faculty Publications
This Article contributes to the debate on the efficacy of third party gatekeeping in regulating the capital markets, by presenting empirical evidence of the efficacy of one kind of gatekeeper, a qualified independent underwriter (QIU). Under NASD rules, when an investment bank participating in a securities offering has one of several enumerated conflicts of interest, the securities cannot be sold at a price higher than that recommended by a QIU. Examining 1,188 IPOs from 1997 through 2000 discloses a negative, statistically significant relationship between IPO initial returns and each of (i) the fact that participating NASD members (or their affiliates) …
Sarbanes-Oxley Act, Section 307 - The Price Of Accountability: How Will Section 307 Affect The Role Of The Corporate Attorney, Sara B. Smith
Sarbanes-Oxley Act, Section 307 - The Price Of Accountability: How Will Section 307 Affect The Role Of The Corporate Attorney, Sara B. Smith
West Virginia Law Review
No abstract provided.
Voluntary Vs Mandatory Corporate Governance: Towards An Optimal Regulatory Framework, Anita I. Anand
Voluntary Vs Mandatory Corporate Governance: Towards An Optimal Regulatory Framework, Anita I. Anand
ExpressO
This article fills a gap in the legal literature by comparing mandatory corporate governance regimes to voluntary corporate governance regimes. It encourages market participants, including regulators, to acknowledge that firms have incentives to adopt enhanced governance practices voluntarily and to make disclosure about the same. The article argues that an optimal governance regime is a hybrid one in which adoption of best practice guidelines is voluntary but disclosure of corporate governance practices is mandatory. Such a regime is optimal because it balances the benefits and costs to all stakeholders, particularly issuers and investors. The cost analysis should be completed by …
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
All Faculty Scholarship
This Essay explores the connection between corporate governance and D&O insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, D&O insurance premiums provide the insurer’s assessment of a firm’s governance quality. Most basically, firms with relatively worse corporate governance pay higher D&O premiums. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the signal is not being sent. Corporations lack the incentive to produce this disclosure themselves, and U.S. securities regulators do …
Insider Trading: Hayek, Virtual Markets And The Dog That Did Not Bark, Henry G. Manne
Insider Trading: Hayek, Virtual Markets And The Dog That Did Not Bark, Henry G. Manne
ExpressO
This Essay briefly reexamines the great debates on the role of insider trading in the corporate system from the perspectives of efficiency of capital markets, harm to individual investors, and executive compensation. The focus is on the mystery of why trading by all kinds of insiders as well as knowledgeable outsiders was studiously ignored by the business and investment communities before the advent of insider trading regulation. It is hardly conceivable that officers, directors, and controlling shareholders would have remained totally silent in the face of widespread insider trading if they had seen the practice as being harmful to the …
Insider Trading: Hayek, Virtual Markets, And The Dog That Did Not Bark, Henry G. Manne
Insider Trading: Hayek, Virtual Markets, And The Dog That Did Not Bark, Henry G. Manne
ExpressO
This Essay briefly reexamines the great debates on the role of insider trading in the corporate system from the perspectives of efficiency of capital markets, harm to individual investors, and executive compensation. The focus is on the mystery of why trading by all kinds of insiders as well as knowledgeable outsiders was studiously ignored by the business and investment communities before the advent of insider trading regulation. It is hardly conceivable that officers, directors, and controlling shareholders would have remained totally silent in the face of widespread insider trading if they had seen the practice as being harmful to the …