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Full-Text Articles in Securities Law
Temporary Securities Regulation, Anita K. Krug
Temporary Securities Regulation, Anita K. Krug
Washington and Lee Law Review
In times of crisis, including during the 2020–2021 global pandemic, the U.S. Securities and Exchange Commission (SEC) has engaged in a type of securities regulation that few scholars have acknowledged, let alone evaluated. Specifically, during recent market crises, the SEC adopted rules that are temporary, designed to help the securities markets and their participants— both public companies and public investment funds, such as mutual funds and ETFs—weather the crisis at hand but go no further. Once that goal has been accomplished, these rules usually expire, replaced by the permanent rules that they temporarily supplanted. Although the temporary-rulemaking endeavor is laudable—and …
A Tale Of Two Regulators: Antitrust Implications Of Progressive Decentralization In Blockchain Platforms, Evan Miller
A Tale Of Two Regulators: Antitrust Implications Of Progressive Decentralization In Blockchain Platforms, Evan Miller
Washington and Lee Law Review Online
Competition regulators have identified the potential for blockchain technology to disrupt traditional sponsor-led platforms, like app stores, that have received increased antitrust scrutiny. Enforcement actions by securities regulators, however, have forced blockchain-based platforms to adopt a strategy of progressive decentralization, delaying decentralization objectives in favor of the centralized model that competition regulators hope they will disrupt. This regulatory tension, and the implications for blockchain’s procompetitive potential, have yet to be explored. This Article first identifies the origin of this tension and its consequences through a competition law lens, and then recommends that competition regulators account for this tension in monitoring …
Real Insider Trading, Michael A. Perino
Real Insider Trading, Michael A. Perino
Washington and Lee Law Review
In popular rhetoric, insider trading cases are about leveling the playing field between elite market participants and ordinary investors. Academic critiques vary. Some depict an untethered insider trading doctrine that enforcers use to expand their power and enhance their discretion. Others see enforcers beset with agency cost problems who bring predominantly simple, easily resolved cases to create the veneer of vigorous enforcement. The debate has, to this point, been based mostly on anecdote and conjecture rather than empirical evidence. This Article addresses that gap by collecting extensive data on 465 individual defendants in civil, criminal, and administrative actions to assess …
The Leidos Mixup And The Misunderstood Duty To Disclose In Securities Law, Matthew C. Turk, Karen E. Woody
The Leidos Mixup And The Misunderstood Duty To Disclose In Securities Law, Matthew C. Turk, Karen E. Woody
Washington and Lee Law Review
This Article concerns the recent Supreme Court case, Leidos,Inc. v. Indiana Public Retirement System (Leidos), and examines the broader issues that it raised for securities law. The consensus among scholars and practitioners is that Leidos presented a direct conflict among the circuit courts over a core question of securities law—when a failure to comply with the SEC’s disclosure requirements can constitute fraud under Rule 10b-5. This Article provides a much different interpretation of the case. It begins by demonstrating that the circuit split which is presumed to have brought Leidos to the Supreme Court does not in fact exist. …
Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett
Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett
Washington and Lee Law Review
This Note addresses a circuit court split arising from a portion of the anti-retaliation provisions in the Dodd–Frank Wall Street Reform and Consumer Protection Act. Subsection 21F’s retaliation prohibitions apply to those employers whose employees make required or protected disclosures under the Sarbanes–Oxley Act of 2002 (SOX) or any other rule or regulation under the SEC’s jurisdiction. SOX provides anti -retaliation protections — similar to those available under Dodd–Frank — for employees of publicly traded companies who report misconduct. However, SOX expressly affords protections to those who provide information to “a Federal regulatory or law enforcement agency; any Member of …
Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney
Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney
Washington and Lee Law Review
No abstract provided.
Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan
Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan
Washington and Lee Law Review
No abstract provided.
Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans
Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans
Washington and Lee Law Review
No abstract provided.