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Articles 61 - 90 of 118
Full-Text Articles in Securities Law
Securities Law - Mccormick V. Fund American Companies: Altering The Total Mix Of Information Made Available During Disclosure In Corporate Repurchases Of Stock, David E. Wanis
Golden Gate University Law Review
In McCormick v. Fund American Companies, the Ninth Circuit granted summary judgment to defendant corporation over plaintiff shareholder's claim that defendant had violated the Securities Exchange Act by misrepresenting or omitting material information during negotiations to repurchase stock from plaintiff. The court found that in light of plaintiff's status as a "sophisticated business executive," defendant's alleged misrepresentations and omissions did not "significantly alter the total mix of information made available" concerning the contemplated sale of a subsidiary company of defendant corporation.
Betting The Farm: The Tic Turf War And Why Tics Constitute Investment Contracts Under Federal Securities Laws, David Rich
William & Mary Business Law Review
No abstract provided.
Placebo Ethics, Usha Rodrigues, Mike Stegemoller
Placebo Ethics, Usha Rodrigues, Mike Stegemoller
Scholarly Works
While there are innumerable theories on the best remedy for the current financial crisis, there is agreement on one point, at least: increased transparency is good. We look at a provision from the last round of financial regulation, the Sarbanes Oxley Act of 2002 (SOX), which imposed disclosure requirements tailored to prevent some of the kinds of abuses that led to the downfall of Enron. In response to Enron's self-dealing transactions, Section 406 of SOX required a public company to disclose its code of ethics and to disclose immediately any waivers from that code the company grants to its top …
The Performance Disclosures Of Credit Rating Agencies: Are They Effective Reputational Sanctions?, Lin (Lynn) Bai
The Performance Disclosures Of Credit Rating Agencies: Are They Effective Reputational Sanctions?, Lin (Lynn) Bai
Faculty Articles and Other Publications
The SEC has recently added new provisions to the credit rating agency regulation. These provisions require credit rating agencies to disclose publicly their rating actions and performance measurements. The new requirements seek to achieve two goals: (1) deter conflicts of interest in the credit rating industry by invoking the reputational sanction power of performance statistics, and (2) help new entrants to the industry build a track record so they can compete with established agencies. This paper reveals empirical evidence that the current disclosure requirements cannot achieve these goals and makes recommendations on how the regulation should be improved in light …
Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland
Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland
Jeffrey M McFarland
No abstract provided.
When The Corporate Luminary Becomes Seriously Ill: When Is A Corporation Obligated To Disclose That Illness And Should The Securities And Exchange Commission Adopt A Rule Requiring Disclosure?, Allan Horwich
Faculty Working Papers
Recent speculation and rumors about the health of senior corporate executives of public companies (most notably Steve Jobs of Apple Inc.) and the advanced age of many leaders in the corporate community prompt a consideration of when, if at all, there must be public disclosure of the ill health of a person whose involvement in a corporation is perceived as vital to the continued financial success or independence of that company. This Article addresses the application of various disclosure requirements under the Securities Exchange Act of 1934 to facts regarding the health of a corporate "luminary." An adverse development in …
Undressing The Ceo: Disclosing Private, Material Matters Of Public Company Executives, Tom C.W. Lin
Undressing The Ceo: Disclosing Private, Material Matters Of Public Company Executives, Tom C.W. Lin
UF Law Faculty Publications
Disclosing material private matters of public company executives is a difficult and complex but sometimes necessary act. Advocates that favor more disclosure and advocates that favor more privacy both have many legitimate arguments and concerns. This article argues that when viewed in the context of contemporary capital markets, the enhanced role of the executive, and the modern media, additional disclosure from executives about material, private matters is desirable. In support of this argument, this article proposes a principle-based approach for executive disclosure that affords companies and executives reasonable deference on what to disclose and how to disclose it, while simultaneously …
Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch
Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch
All Faculty Scholarship
In their forthcoming article, Redesigning the SEC: Does the Treasury Have a Better Idea?, Professors John C. Coffee, Jr., and Hillary Sale offer compelling reasons to rethink the SEC’s role. This article extends that analysis, evaluating the SEC’s responsibility for the current financial crisis and its potential future role in regulation of the capital markets. In particular, the article identifies critical failures in the SEC’s performance in its core competencies of enforcement, financial transparency, and investor protection. The article argues that these failures are not the result, as suggested by the Treasury Department Blueprint, of a balkanized regulatory system. Rather, …
Confronting The Circularity Problem In Private Securities Litigation, Jill E. Fisch
Confronting The Circularity Problem In Private Securities Litigation, Jill E. Fisch
All Faculty Scholarship
Many critics argue that private securities litigation fails effectively either to deter corporate misconduct or to compensate defrauded investors. In particular, commentators reason that damages reflect socially inefficient transfer payments—the so-called circularity problem. Fox and Mitchell address the circularity problem by identifying new reasons why private litigation is an effective deterrent, focusing on the role of disclosure in improving corporate governance. The corporate governance rationale for securities regulation is more powerful than the authors recognize. By collecting and using corporate information in their trading decisions, informed investors play a critical role in enhancing market efficiency. This efficiency, in turn, allows …
The Intersection Between Finance And Intellectual Property: Trade Secrets, Hedge Funds, And Section 13(F) Of The Exchange Act, Erin E. Martin
The Intersection Between Finance And Intellectual Property: Trade Secrets, Hedge Funds, And Section 13(F) Of The Exchange Act, Erin E. Martin
NYLS Law Review
No abstract provided.
The Use And Misuse Of Disclosure As A Regulatory System, Paula J. Dalley
The Use And Misuse Of Disclosure As A Regulatory System, Paula J. Dalley
ExpressO
Over the past several decades, legislators and regulators have increasingly turned to disclosure schemes, rather than substantive regulation, to accomplish regulatory goals. Most of these schemes are either expressly or impliedly based on the disclosure-based regulatory system established by the securities acts, which is primarily intended to provide information to traders in an established market and thereby to enhance the operation of the market. A secondary purpose of the securities acts is to alter the behavior of firms and individuals through the operation of the market. Other disclosure schemes usually have similar purposes, but they rarely operate in a market …
Dialectical Regulation, Robert B. Ahdieh
Dialectical Regulation, Robert B. Ahdieh
Faculty Scholarship
While theories of regulation abound, woefully inadequate attention has been given to growing patterns of "intersystemic" and "dialectical" regulation in the world today. In this rapidly expanding universe of interactions, independent regulatory agencies, born of autonomous jurisdictions, nonetheless face a combination of jurisdictional overlap with, and regulatory dependence on, one another. Here, the cross-jurisdictional interaction of regulators is no longer the voluntary interaction embraced by transnationalists; it is, instead, an unavoidable reality of acknowledgement and engagement, potentially culminating in the integration of discrete sets of regulatory rules into a collective whole.
Such patterns of regulatory engagement are increasingly evident, across …
The "Duty" To Be A Rational Shareholder, David A. Hoffman
The "Duty" To Be A Rational Shareholder, David A. Hoffman
All Faculty Scholarship
How and when do courts determine that corporate disclosures are actionable under the federal securities laws? The applicable standard is materiality: would a (mythical) reasonable investor have considered a given disclosure important. As I establish through empirical and statistical testing of approximately 500 cases analyzing the materiality standard, judicial findings of immateriality are remarkably common, and have been stable over time. Materiality's scope results in the dismissal of a large number of claims, and creates a set of cases in which courts attempt to explain and defend their vision of who is, and is not, a reasonable investor. Thus, materiality …
The Dangers And Drawbacks Of The Disclosure Antidote: Toward A More Substantive Approach To Securities Regulation, Susanna K. Ripken
The Dangers And Drawbacks Of The Disclosure Antidote: Toward A More Substantive Approach To Securities Regulation, Susanna K. Ripken
Susanna K. Ripken
This article analyzes and critiques the federal securities laws' reliance on disclosure as the primary method of protecting investors and regulating the securities markets. Since the inception of the federal securities law seventy years ago, the policy has always been that, as long as corporations disclose all material information about their operations and their stock, public investors can make their own informed investment decisions. The unprecedented number of corporate frauds, scandals, and bankruptcies in recent years has revealed weaknesses in the traditional disclosure strategy of regulation. Disclosure rules did not protect American investors from the damages they suffered when large …
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 …
Predictions, Projections, And Precautions: Conveying Cautionary Warnings In Corporate Forward-Looking Statements, Susanna Ripken
Predictions, Projections, And Precautions: Conveying Cautionary Warnings In Corporate Forward-Looking Statements, Susanna Ripken
Susanna K. Ripken
This article discusses the problems that are created when corporate insiders make public predictions about the future prospects of their business. Investors crave these types of forward-looking corporate disclosures because investors use them to make judgments about the future profitability of companies. Corporations, however, are often reluctant to make predictions and projections because sometimes the predictions fail to come true, and investors may then sue corporations for misleading the market. Congress enacted a controversial statutory safe harbor designed to encourage corporations to make forward-looking statements. The safe harbor immunizes corporations from liability so long as they include meaningful cautionary warnings …
The Sec At 70: Time For Retirement?, Adam C. Pritchard
The Sec At 70: Time For Retirement?, Adam C. Pritchard
Articles
The Article proceeds as follows. Part I explains the pathologies of the SEC and explores the relation between those pathologies and the SEC's status as an independent agency. Part II then outlines an alternative regulatory structure primarily situated within the executive branch. I also argue that such a relocation of authority would enhance regulatory effectiveness while simultaneously reducing the cost of excessive regulation. The Article concludes with some thoughts about the viability of my proposal.
The Sec At 70: Time For Retirement?, Adam C. Pritchard
The Sec At 70: Time For Retirement?, Adam C. Pritchard
Articles
As one grows older, birthdays gradually shift from being celebratory events to more reflective occasions. One's 40th birthday is commemorated rather differently from one's 2lst, which is, in turn, celebrated quite differently from one's first. After a certain point, the individual birthdays become less important and it is the milestone years to whch we pay particular attention. Sadly for entities like the Securities and Exchange Commission, it is only the milestone years (the ones ending in five or zero, for some reason), that draw any attention at all. No one held a conference to celebrate the SEC's 67th anniversary. Clearly …
No Good Deed Goes Unpunished? Establishing A Self-Evaluating Privilege For Corporate Internal Investigations, Theodore R. Lotchin
No Good Deed Goes Unpunished? Establishing A Self-Evaluating Privilege For Corporate Internal Investigations, Theodore R. Lotchin
William & Mary Law Review
No abstract provided.
Technological Evolution And The Devolution Of Corporate Financial Reporting, Donald C. Langevoort
Technological Evolution And The Devolution Of Corporate Financial Reporting, Donald C. Langevoort
William & Mary Law Review
No abstract provided.
Missing The Mark: Nasd Rule 2711 And Nyse Rule 472 Mistakenly Emphasize Disclosure Rather Than Amending The Pleading Requirements Of Pslra, James J. Barney
Missing The Mark: Nasd Rule 2711 And Nyse Rule 472 Mistakenly Emphasize Disclosure Rather Than Amending The Pleading Requirements Of Pslra, James J. Barney
NYLS Law Review
No abstract provided.
Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher
Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher
Law Faculty Publications
Today's reports of corporate villainy invite these questions: Restricting ourselves to what the profession knew in the last days of the late 1990s soaring stock market, what advice might attorneys have given-about the temptations of deceptive accounting and the defenses to erect against it-to young executives who were taking their companies public then? And, if attorneys did not always give that counsel in fulsome form, why was that so? What forces worked on lawyers to deter that advice? What does all this suggest for counseling today? To help us answer these questions, we begin with two scenes. We return to …
Self-Regulation And Securities Markets, Adam C. Pritchard
Self-Regulation And Securities Markets, Adam C. Pritchard
Articles
Enron, Arthur Andersen, Tyco, ImClone, WorldCom, Adelphia - as American investors reel from accounting scandals and self-dealing by corporate insiders, the question of trust in the securities markets has taken on a new urgency. Securities markets cannot operate without trust. Markets known for fraud, insider trading, and manipulation risk a downward spiral as investors depart in search of safer investments. Today, many investors are rethinking the wisdom of entrusting their financial futures to the stock market. Absent trust in the integrity of the securities markets, individuals will hoard their money under the proverbial mattress.
Book Review, Mark J. Loewenstein
Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels
Disclosure In Global Securities Offerings: Analysis Of Jurisdictional Approaches, Commonality And Reciprocity, Marc I. Steinberg, Lee E. Michaels
Michigan Journal of International Law
This article presents a summary of the regulatory systems currently in place in the world's major markets. This summary focuses primarily on the disclosure rules that must be followed by a company undertaking an equity offering in each country. Certain significant accounting standards also are discussed. After comparing the different disclosure frameworks, the article addresses efforts that have been made to regulate or standardize the world's markets on a more international level. Finally, the article discusses where we should go next in the quest to create greater harmony in a truly global marketplace.
United States V. O'Hagan: Agency Law And Justice Powell's Legacy For The Law Of Insider Trading, Adam C. Pritchard
United States V. O'Hagan: Agency Law And Justice Powell's Legacy For The Law Of Insider Trading, Adam C. Pritchard
Articles
The law of insider trading is judicially created; no statutory provision explicitly prohibits trading on the basis of material, non-public information. The Supreme Court's insider trading jurisprudence was forged, in large part, by Justice Lewis F. Powell, Jr. His opinions for the Court in United States v. Chiarella and SEC v. Dirks were, until recently, the Supreme Court's only pronouncements on the law of insider trading. Those decisions established the elements of the classical theory of insider trading under § 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Under this theory, corporate insiders and their tippees who …
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Securities Disclosure In A Globalizing Market: Who Should Regulate Whom, Merritt B. Fox
Michigan Law Review
One of the most dramatic examples of increasing interaction across national boundaries in recent years has been the burgeoning volume of transnational transactions in corporate equities. Most developed capitalist countries impose affirmative obligations on issuers of corporate equity to disclose certain information about themselves. While these obligations are imposed on issuers, they are triggered by transactions. The growth in transnational transactions is thus increasingly raising difficult issues concerning the reach of differing national regimes. Given the magnitude of legal resources devoted to compliance with such disclosure regulations, they promise to feature prominently in the larger discussion of the role of …
Insider Trading, Price Signals, And Noisy Information, Dennis S. Corgill
Insider Trading, Price Signals, And Noisy Information, Dennis S. Corgill
Indiana Law Journal
No abstract provided.
Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Publications
No abstract provided.
The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman
The Obsolescence Of Wall Street: A Contextual Approach To The Evolving Structure Of Federal Securities Regulation, Joel Seligman
Michigan Law Review
As a matter of analytical style, this article illustrates a contextualist approach. For a considerable period of time, the dominant analytical style in corporate and securities .law has been a variant of economic, or law and economics, analysis. The virtue of this type of analysis is that it focuses on what its authors deem to be crucial variables and reaches conclusions derived from the core of a specific legal problem. The defect of this type of analysis is that so much is assumed or often assumed away.