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Articles 1 - 9 of 9
Full-Text Articles in Securities Law
Corporate Governance And Accountability, Renee M. Jones
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 …
Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger
Implementing Dodd-Frank: A Review Of The Cftc‟S Rulemaking Process: Testimony, Michael Greenberger
Congressional Testimony
The Relationship of Unregulated OTC Derivatives to the Meltdown. It is now accepted wisdom that it was the non-transparent, poorly capitalized, and almost wholly unregulated over-the-counter (“OTC”) derivatives market that lit the fuse that exploded the highly vulnerable worldwide economy in the fall of 2008. Because tens of trillions of dollars of these financial products were pegged to the economic performance of an overheated and highly inflated housing market, the sudden collapse of that market triggered under-capitalized or non-capitalized OTC derivative guarantees of the subprime housing investments. Moreover, the many undercapitalized insurers of that collapsing market had other multi-trillion dollar …
Securities Law Research, Adeen Postar
Securities Law Research, Adeen Postar
Research Guides
This research guide provides an overview of resources and search strategies for researching Securities Law: primary and secondary materials, specialized databases, and government websites. It also identifies sources for researching case law.
The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin
The Virtues Of Common Law Theories And Disclosure Requirements In The Market For Fine Art, Brian D. Tobin
Student Articles and Papers
For centuries common law warranties and fraud theories have regulated misattribution and mistaken provenance in the market for fine art. Scholars have in recent decades proposed theories to supplement protection for unsophisticated buyers transacting with auction houses or dealers. Academia has also proposed the imposition of securities regulations upon auction houses for the purpose of protecting sellers—an argument that can be extended to protect buyers transacting with either auction houses or dealerships. In practice, the theories put forth to protect purchasers may not have an added benefit and will likely disrupt liquidity. The extension of regulations akin to the securities …
Life After Morrison: Extraterritoriality And Rico, R. D. Mello
Life After Morrison: Extraterritoriality And Rico, R. D. Mello
Vanderbilt Journal of Transnational Law
For years, the federal courts of appeals have borrowed heavily from securities law jurisprudence in developing a framework for analyzing claims under the Racketeer Influenced and Corrupt Organizations Act (RICO). Last year, in the case of Morrison v. National Australia Bank, the Supreme Court issued a ground-breaking opinion that rejected decades of lower court precedent related to the extraterritorial application of U.S. securities laws and reemphasized the vitality of the presumption against extraterritoriality. Because of the parallel development of securities law and RICO jurisprudence, Morrison will have significant consequences for the application of RICO in cases involving foreign defendants and …
An Inquiry Into The Perception Of Materiality As An Element Of Scienter Under Sec Rule 10b-5, Allan Horwich
An Inquiry Into The Perception Of Materiality As An Element Of Scienter Under Sec Rule 10b-5, Allan Horwich
Faculty Working Papers
In any private action or enforcement proceeding based on SEC Rule 10b-5 the plaintiff, including the Securities and Exchange Commission, must prove that the defendant engaged in deception or manipulation with scienter, that is, an intent to deceive (which lower courts have held encompasses reckless conduct). Where the gravamen of the claim is deception, the deception must have been material. A fact, including forward-looking information, is material if there is a substantial likelihood that a reasonable shareholder would consider the fact important in making his investment decision. This Article demonstrates that in an appropriate case an assessment of whether the …
Transnational Securities Fraud And The Extraterritorial Application Of U.S. Securities Laws: Challenges And Opportunities, Genevieve Beyea
Transnational Securities Fraud And The Extraterritorial Application Of U.S. Securities Laws: Challenges And Opportunities, Genevieve Beyea
Global Business Law Review
With globalization, securities markets have become increasingly interconnected, and securities fraud has frequently crossed borders, creating problems for national regulators seeking to deter and punish fraud. The United States’ well-developed private enforcement mechanism for securities fraud is very attractive to investors around the world who are harmed by transnational securities fraud, particularly those from countries where private enforcement mechanisms do not exist or fraud is under-regulated. The application of U.S. securities law to foreign investors, however, presents a number of challenges, creating the potential for both under and overregulation as well as possible conflict with the regulatory systems of other …
Insider Trading, Congressional Officials, And Duties Of Entrustment, Donna M. Nagy
Insider Trading, Congressional Officials, And Duties Of Entrustment, Donna M. Nagy
Articles by Maurer Faculty
This article refutes what has become the conventional wisdom that insider trading by members of Congress and legislative staffers is “totally legal” because such congressional officials are immune from federal insider trading law. It argues that this well-worn claim is rooted in twin misconceptions based on: (1) a lack of regard for the broad and sweeping duties of entrustment which attach to public office and (2) an unduly restrictive view of Supreme Court precedents, which have interpreted Rule 10b-5 of the Securities Exchange Act to impose liability whenever a person trades securities on the basis of material nonpublic information in …
The Emerging Federal Class Actions Brand , John C. Massaro
The Emerging Federal Class Actions Brand , John C. Massaro
Cleveland State Law Review
Class actions raise a fundamental question about our judicial system. Is the purpose first and foremost to achieve a societally-desired level of law enforcement and deterrence, or is the primary goal to foster citizen participation in the resolution of private disputes? This Article provides the first extended analysis of this question in light of five recent Supreme Court decisions regarding class actions, the evolution of legislative initiatives in the area, and the docket activity in sixteen of the largest recent federal securities class actions. A single conclusion follows: we are witnessing the emergence of a new national “brand” of class …