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Articles 1 - 12 of 12
Full-Text Articles in Securities Law
Fair Or Foul?: Sec Administrative Proceedings And Prospects For Reform Through Removal Legislation, Joseph A. Grundfest
Fair Or Foul?: Sec Administrative Proceedings And Prospects For Reform Through Removal Legislation, Joseph A. Grundfest
Fordham Law Review
This Article catalogues the long list of criticisms of the Commission’s administrative proceedings. It also evaluates data describing the outcome of litigated matters and finds that, with the exception of insider trading cases, the Commission has an exceptionally high and statistically indistinguishable record of success in administrative and federal court proceedings alike. The data thus seem not to support the view that the Commission has a generalized home-court advantage in administrative proceedings. Nonetheless, the Commission’s virtually unfettered discretion in forum selection decisions, when it can assign cases to a forum that it controls, raises a plethora of institutional design concerns.
Consistently Inconsistent: What Is A Qualifying Investment Under Article 25 Of The Icsid Convention And Why The Debate Must End, Jeremy Marc Exelbert
Consistently Inconsistent: What Is A Qualifying Investment Under Article 25 Of The Icsid Convention And Why The Debate Must End, Jeremy Marc Exelbert
Fordham Law Review
International investment has helped to pave the way for an increasingly globalized world community. Consequently, the International Centre for Settlement of Investor Disputes (ICSID)—existing under the mandate of the World Bank and with the stated purpose of increasing economic development abroad—has become the leading international arbitration mechanism currently available for settling disputes arising out of such investments. It is unsettling, therefore, that the interpretation of “investment” within article 25 of the ICSID Convention (the provision that determines whether an ICSID tribunal may exercise jurisdiction over a dispute) has given rise to a unique interpretive controversy because the ICSID Convention fails …
In Defense Of The Dealers: Why The Sec Should Allow Substituted Compliance With The European Union For Security-Based Swap Dealers, John Welling
Fordham Law Review
Following the 2008–2009 financial crisis, legislators around the world enacted laws that regulated the over-the-counter (OTC) derivatives markets for the first time. These laws, though necessary, have duplicative requirements that dampen market efficiency. In the United States, the Securities and Exchange Commission is contemplating a “substituted compliance” regime with other jurisdictions. This regime would allow market participants to comply with one jurisdiction’s requirements for certain transactions, rather than the requirements of multiple jurisdictions. This Note argues that the SEC should allow substituted compliance for OTC derivatives, but only for dealers located in the United States and European Union. Some advocate …
White Collar Crime, Robert J. Anello, Miriam L. Glaser
White Collar Crime, Robert J. Anello, Miriam L. Glaser
Fordham Law Review
This Article will address six different areas of white collar law and procedure: (1) fraud, (2) the Racketeer Influenced & Corrupt Organizations Act (RICO), (3) conspiracy, (4) public corruption, (5) white collar practice, and (6) sentencing. Many of the cases profiled in this Article have driven legal and cultural developments far beyond the federal courts, including the cases of Leona Helmsley, one of New York’s most prominent real estate moguls; the “Mafia Commission,” a take-down of the bosses of the Five Families of La Cosa Nostra; and Abscam, a massive sting operation created by the federal government to expose corrupt …
Securities And Financial Regulation In The Second Circuit, Karen Patton Seymour
Securities And Financial Regulation In The Second Circuit, Karen Patton Seymour
Fordham Law Review
The Second Circuit has long been the country’s preeminent court in the field of securities and financial regulation. The reputation of the Second Circuit in the realm of securities has been so great that other courts, including the Supreme Court, often mention by name the particular judges that decided a given Second Circuit precedent to justify their reliance on that decision. Many courts have long looked to its jurisprudence for guidance in deciding novel or complex securities law issues. This article tracks the Second Circuit’s significant role in developing civil enforcement mechanisms for federal securities laws and making criminal prosecution …
Shining The Light A Little Brighter: Should Item 303 Serve As A Basis For Liability Under Rule 10b-5?, Lauren M. Mastronardi
Shining The Light A Little Brighter: Should Item 303 Serve As A Basis For Liability Under Rule 10b-5?, Lauren M. Mastronardi
Fordham Law Review
This Note discusses a securities disclosure issue stemming from a split between the Second Circuit and the Ninth Circuit. The question presented is whether failure to comply with a disclosure requirement created by Item 303 of Regulation S-K can provide a basis for liability under section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The Ninth Circuit held that such violation does not provide a basis for liability. Conversely, in Stratte-McClure v. Morgan Stanley, the Second Circuit explicitly disagreed with the Ninth Circuit and concluded that this violation may serve as a basis for liability. This …
Keeping Shareholder Activism Alive: A Comparative Approach To Outlawing Dead Hand Proxy Puts In Delaware, Danielle A. Rapaccioli
Keeping Shareholder Activism Alive: A Comparative Approach To Outlawing Dead Hand Proxy Puts In Delaware, Danielle A. Rapaccioli
Fordham Law Review
Current trends in shareholder activism have brought to light the competing interests of management and stockholders. With a rise in shareholder activism, firms are continuing to include change in control provisions, known as proxy puts, in their debt agreements to counter activist success. Recent litigation regarding the use of these provisions has created a debate as to whether these provisions are valid under Delaware law. Moreover, companies and lending institutions have morphed these provisions into a more restrictive form, known as “dead hand proxy puts.” The controversy analyzed in this Note arises out of the use of dead hand proxy …
The Conscious Parallelism Of Wolf Packs: Applying The Antitrust Conspiracy Framework To Section 13(D) Activist Group Formation, William R. Tevlin
The Conscious Parallelism Of Wolf Packs: Applying The Antitrust Conspiracy Framework To Section 13(D) Activist Group Formation, William R. Tevlin
Fordham Law Review
Section 13(d) of the Williams Act requires all persons and groups that acquire 5 percent or more of an issuer’s outstanding stock to disclose their holdings to the Securities and Exchange Commission. Whether a group is formed under section 13(d) often is unclear. The legal precedent is ambiguous; courts give more weight to certain forms of circumstantial evidence than others without explaining why. With the substantial increase of hedge fund activism—in particular, the wolf pack tactic—further clarity or uniformity is necessary. A “wolf pack” is a loose association of hedge funds that employs parallel activist strategies toward a target corporation …
Helping Yourself While Serving Two Masters: Do Specialists Violate Rule 10b-5 When They Interposition?, Roman Asudulayev
Helping Yourself While Serving Two Masters: Do Specialists Violate Rule 10b-5 When They Interposition?, Roman Asudulayev
Fordham Urban Law Journal
The decision of the Second Circuit in United States v. Finnerty (Finnerty III) was the culmination of a number of District Court decisions that found that specialists on the New York Stock Exchange (NYSE) could not be held liable for fraud under Rule 10b-5 for interpositioning, whereby they put themselves between buy and sell limit orders, in violation of NYSE rules, and profited on the spread. Finnerty III and its District Court sibling decisions were wrongly decided. Specialists presented a uniquely thorny issue of agency law to the Federal Courts in New York. This issue was under-analyzed by the Federal …
Victimization On Main Street: Occupy Wall Street And The Mortgage Fraud Crisis, Sandra D. Jordan
Victimization On Main Street: Occupy Wall Street And The Mortgage Fraud Crisis, Sandra D. Jordan
Fordham Urban Law Journal
No abstract provided.
The Fifteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center, Frederick H. Alexander, Chris Cernich, Mark Lebovitch, Norman M. Monhait, Andrew J. Pincus
The Fifteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center, Frederick H. Alexander, Chris Cernich, Mark Lebovitch, Norman M. Monhait, Andrew J. Pincus
Fordham Journal of Corporate & Financial Law
No abstract provided.
Filling The Regulatory Void In The Fx Spot Market: How Traders Rigged The Biggest Market In The World, Colleen Powers
Filling The Regulatory Void In The Fx Spot Market: How Traders Rigged The Biggest Market In The World, Colleen Powers
Fordham Urban Law Journal
No abstract provided.