Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Organizations Law (94)
- Banking and Finance Law (72)
- Law and Economics (48)
- Administrative Law (47)
- Legislation (28)
-
- Commercial Law (27)
- Business (26)
- International Law (20)
- Comparative and Foreign Law (19)
- Courts (15)
- Antitrust and Trade Regulation (14)
- Legal Ethics and Professional Responsibility (14)
- Litigation (14)
- Social and Behavioral Sciences (14)
- Judges (13)
- Business Law, Public Responsibility, and Ethics (12)
- Law and Society (12)
- State and Local Government Law (12)
- International Trade Law (11)
- Internet Law (11)
- Supreme Court of the United States (11)
- Consumer Protection Law (10)
- Criminal Law (10)
- Economics (10)
- Environmental Law (10)
- Legal History (10)
- Legal Profession (10)
- Legal Writing and Research (10)
- Institution
-
- Pepperdine University (37)
- Maurer School of Law: Indiana University (23)
- University of Kentucky (23)
- Fordham Law School (16)
- University of Cincinnati College of Law (16)
-
- Selected Works (14)
- SelectedWorks (13)
- University of Georgia School of Law (13)
- Washington and Lee University School of Law (12)
- St. John's University School of Law (11)
- University of Pennsylvania Carey Law School (11)
- New York Law School (10)
- University of Colorado Law School (9)
- University of Michigan Law School (9)
- The Catholic University of America, Columbus School of Law (7)
- Touro University Jacob D. Fuchsberg Law Center (7)
- University of Richmond (7)
- Columbia Law School (6)
- Roger Williams University (6)
- Seattle University School of Law (6)
- Texas A&M University School of Law (5)
- Vanderbilt University Law School (5)
- Chicago-Kent College of Law (4)
- Cleveland State University (4)
- Northwestern Pritzker School of Law (4)
- Southern Methodist University (4)
- The University of Akron (4)
- University of Florida Levin College of Law (4)
- University of Nevada, Las Vegas -- William S. Boyd School of Law (4)
- American University Washington College of Law (3)
- Publication Year
- Publication
-
- Faculty Articles and Other Publications (16)
- Law Faculty Scholarly Articles (16)
- Pepperdine Law Review (16)
- All Faculty Scholarship (13)
- Indiana Law Journal (13)
-
- Faculty Scholarship (12)
- Journal of the National Association of Administrative Law Judiciary (12)
- Faculty Publications (11)
- Articles (10)
- NYLS Law Review (9)
- The Journal of Business, Entrepreneurship & the Law (9)
- Fordham Journal of Corporate & Financial Law (8)
- Publications (8)
- Washington and Lee Law Review (8)
- Articles by Maurer Faculty (7)
- Catholic University Law Review (7)
- Touro Law Review (7)
- Georgia Journal of International & Comparative Law (6)
- Scholarly Works (6)
- Seattle University Law Review (6)
- University of Richmond Law Review (5)
- Akron Law Review (4)
- Cleveland State Law Review (4)
- Fordham Urban Law Journal (4)
- Kentucky Law Journal (4)
- Lawrence J. Trautman Sr. (4)
- Northwestern Journal of International Law & Business (4)
- UF Law Faculty Publications (4)
- Brooklyn Journal of Corporate, Financial & Commercial Law (3)
- Chicago-Kent Law Review (3)
- Publication Type
- File Type
Articles 121 - 150 of 347
Full-Text Articles in Securities Law
When Insider Trading And Market Manipulation Cross Jurisdictions: What Are The Challenges For Securities Regulators And How Can They Best Preserve The Integrity Of Markets?, Janet Elizabeth Austin
When Insider Trading And Market Manipulation Cross Jurisdictions: What Are The Challenges For Securities Regulators And How Can They Best Preserve The Integrity Of Markets?, Janet Elizabeth Austin
PhD Dissertations
Over the last few decades world securities markets have become significantly more sophisticated in terms of how securities are traded as well as the variety of securities traded. My hypothesis is that the ability of securities regulators to take enforcement action against market abuse has not kept pace with the level of sophistication of the markets and, in particular, the way in which trading can take place across borders and the manner in which market related information can spread rapidly across the world. I argue that that regulators need to do more to protect the integrity of the markets by …
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
A Cautionary Look At A Cautionary Doctrine, Andrew W. Fine
Brooklyn Journal of Corporate, Financial & Commercial Law
Optimism is an indispensable element of effective salesmanship. It is therefore quite natural for the directors of public companies to want to optimistically tout the potential long-term benefits of investing in their companies. After all, directors of public companies must be empowered to attract the attention and money of American investors. But what happens if these long-term projections fail to come true? Who is to blame for long-term projections that are simply unrealistic? A doctrine called the “bespeaks caution” doctrine has emerged in order to govern these inquiries, and holds that these optimistic forward-looking statements are legally immunized provided that …
When May A Litigant Rely In Its Own Complaint On Allegations From Another Complaint? – Lipsky V. Commonwealth United Corp. And Its Progeny – Still An Unresolved Question, Laurence A. Steckman, Joseph T. Johnson
When May A Litigant Rely In Its Own Complaint On Allegations From Another Complaint? – Lipsky V. Commonwealth United Corp. And Its Progeny – Still An Unresolved Question, Laurence A. Steckman, Joseph T. Johnson
Touro Law Review
No abstract provided.
The Customer's Nonwaivable Right To Choose Arbitration In The Securities Industry, Jill I. Gross
The Customer's Nonwaivable Right To Choose Arbitration In The Securities Industry, Jill I. Gross
Brooklyn Journal of Corporate, Financial & Commercial Law
Arbitration has been the predominant form of dispute resolution in the securities industry since the 1980s. Virtually all brokerage firms include predispute arbitration agreements (PDAAs) in their retail customer contracts, and have successfully fought off challenges to their validity. Additionally, the industry has long mandated that firms submit to arbitration at the demand of a customer, even in the absence of a PDAA.
More recently, however, brokerage firms have been arguing that forum selection clauses in their agreements with sophisticated customers (such as institutional investors and issuers) supersede firms’ duty to arbitrate under FINRA Rule 12200. Circuit courts currently are …
The Case For A Uniform Definition Of A Leveraged Loan, Zachary L. Pechter
The Case For A Uniform Definition Of A Leveraged Loan, Zachary L. Pechter
Florida State University Law Review
Over the past twenty years, leveraged loans and high yield bonds have converged into similar instruments, sparking a debate as to whether leveraged loans should be regulated as securities like high yield bonds. This Note recognizes problems with the current regulatory framework for leveraged loans and shows that leveraged loans are not securities and should not be regulated as such. Instead of regulating leveraged loans as securities, which would likely be more costly than beneficial and contrary to the SEC’s mission statement, the SEC should promulgate a uniform definition of a leveraged loan. This solution would alleviate problems such as …
The Challenge Of Fiduciary Regulation: The Investment Advisors Act After Seventy-Five Years, Roberta S. Karmel
The Challenge Of Fiduciary Regulation: The Investment Advisors Act After Seventy-Five Years, Roberta S. Karmel
Brooklyn Journal of Corporate, Financial & Commercial Law
Seventy-five years after its enactment the Investment Advisers Act of 1940 has advanced from a relatively weak statute merely registering advisers with the Securities and Exchange Commission (SEC) to a more robust law imposing fiduciary responsibilities on advisers. Over the years, the number of investment advisers and the number of their clients have increased greatly. The SEC therefore has been pressured by Congress to develop a harmonized fiduciary standard for broker-dealers and advisers and also to develop and enforce a greater degree of oversight over the advisory industry. These developments have raised the questions of how to fund such efforts …
The Sec's Regulation A+: Small Business Goes Under The Bus Again, Rutheford B. Campbell Jr.
The Sec's Regulation A+: Small Business Goes Under The Bus Again, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Title IV of the JOBS Act, which is entitled "Small Company Capital Formation," requires the Securities and Exchange Commission to adopt new rules regarding offerings under Regulation A. The Commission has now adopted its final regulations implementing Title IV and providing a new regulatory regime for exempt offerings under Section 3(b) of the Securities Act of 1933. The new regime is generally referred to as Regulation A+.
Unfortunately, history and empirical data regarding the use of Regulation A and Regulation D strongly suggest that the final Regulation A+ rules are unlikely to provide any material relief for small businesses in …
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
Fordham Law Review
This Article examines the impact of the quality of a lawyer's working relationship with his or her client on one of the most important types of capital markets deal in a company's existence: its initial public offering (IPO). Drawing on data from interviews with equity capital markets lawyers at major law firms, and analyzing data from IPOs in the United States registered with the Securities and Exchange Commission between June 1996 and December 2010, this study finds a strong association between several measures of IPO performance and the familiarity between the lead underwriter and its counsel, as measured by the …
Guide To Structuring Resales Of Restricted Securities Held By Control And Non-Control Holders Under Federal And Arkansas Law, John F. Griffee
Guide To Structuring Resales Of Restricted Securities Held By Control And Non-Control Holders Under Federal And Arkansas Law, John F. Griffee
University of Arkansas at Little Rock Law Review
No abstract provided.
Keep Securities Reform Moving: Eliminate The Sec's Integration Doctrine, Stuart R. Cohn
Keep Securities Reform Moving: Eliminate The Sec's Integration Doctrine, Stuart R. Cohn
UF Law Faculty Publications
Small and developing companies raising capital under the federal securities laws often face the considerable barrier imposed by the SEC's integration doctrine. Despite recent reforms in registration exemptions the integration doctrine has remained untouched and continues to be a significant problem for many companies needing multiple infusions of capital. This article examines and recommends that the integration doctrine be eliminated nearly in its entirety.
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stuart R. Cohn
A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees the benefit of stock ownership without equity interest, investment, or risk of loss. Stock appreciation rights programs offer various advantages over other forms of executive compensation and have grown rapidly in number. These advantages include the availability of benefits without the requirement of monetary payments, the utilization of SARs as an interest-free form of financing the purchase of stock under tandem stock option programs, the …
Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, Susan Schwab Heyman
Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, Susan Schwab Heyman
Law School Blogs
No abstract provided.
Democratizing Startups, Seth C. Oranburg
Democratizing Startups, Seth C. Oranburg
Seth C Oranburg
The Jumpstart Our Business Startups Act of 2012 intends to “help entrepreneurs raise the capital they need to put Americans back to work and create an economy that’s built to last.” The goal is to “democratize startups” by making capital available to diverse entrepreneurs in new geographies. Yet the net effect of securities regulations and market conditions is the opposite. Startup companies are encouraged to stay private so capital is consolidating in large, mature firms instead of recycling into new startups. Evidence of consolidation is that once-rare “Unicorns” (billion-dollar startups) now number over 111. More money is going into huge …
Private Cause Of Action Under Section 17(A) Of Securities Exchange Act Of 1934; Doctrine Of Implication; Touche Ross V. Redington, James L. Miller
Private Cause Of Action Under Section 17(A) Of Securities Exchange Act Of 1934; Doctrine Of Implication; Touche Ross V. Redington, James L. Miller
Akron Law Review
The Securities Exchange Act of 1934 is principally designed to protect investors through regulation of securities transactions on the organized exchanges and in the over-the-counter markets. In addition to the creation of the Securities and Exchange Commission as its leading enforcement mechanism, the 1934 Act provides for criminal penalties and, in certain instances, private causes of action for individuals who incur damage by others' violations of the Act. However, courts will often imply a civil cause of action for an injured party despite the absence of express statutory authorization.3 Subsequent judicial attempts to determine when supplemental civil relief can or …
Federalism To An Advantage: The Demise Of State Blue Sky Laws Under The Uniform Securities Act, Marianne M. Jennings, Bruce K. Childers, Ronald J. Kudla
Federalism To An Advantage: The Demise Of State Blue Sky Laws Under The Uniform Securities Act, Marianne M. Jennings, Bruce K. Childers, Ronald J. Kudla
Akron Law Review
They come at an opportune time. "They" are the changes to the Uniform Securities Act. Although some of the changes are perfunctory, the significant changes have a fascinating common thread running through them. That fascinating thread is federalism. Changes in the Act could move regulation away from the hands of the states and make federal registration, more or less, a ticket for sales without state approval. The changes are not without opposition. This article will discuss the changes, the reactions of particular concerned groups and the perceived effects of such changes.
Liability For Insider Trading: Expansion Of Liability In Rule 10b-5 Cases, Arthur J. Marinelli
Liability For Insider Trading: Expansion Of Liability In Rule 10b-5 Cases, Arthur J. Marinelli
Akron Law Review
This article will examine the recent litigation developments of Section 10 and Rule 10-b in Carpenter v. United States and in Basic, Inc. v. Levinson. The origins and developments of the misappropriation theory and the application of the mail fraud statutes as applied to Section 10 will also be discussed. Finally, the duty of disclosure and the timing of disclosure of merger negotiations, along with the fraud-on-the-market theory of civil liability under Rule 10b-5, will be explored in the context of the Basic case.
Is The Quest For Corporate Responsibility A Wild Good Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman
Is The Quest For Corporate Responsibility A Wild Good Chase? The Story Of Lovenheim V. Iroquois Brands, Ltd., D.A. Jeremy Telman
Akron Law Review
In Part I, this Article explores the law of shareholder proposals and the reasons why the SEC and the courts permit proposals relating to social or ethical issues (social proposals) so long as those issues relate to the corporation’s business. The focus here is on the regulation of such social proposals. Other regulations permitting the exclusion of shareholder proposals will be discussed only to the extent that they interact with the Rule relating to social proposals. Part II presents the complete narrative of the Lovenheim case, providing details that are not captured in the decision or in the limited secondary …
Deranged Disgorgement, James Tyler Kirk
Deranged Disgorgement, James Tyler Kirk
The Journal of Business, Entrepreneurship & the Law
This article seeks to explore the concept of equity embodied in the securities laws as intended by Congress. Accordingly, this article asks whether Congress intended to codify the traditional common law notions of equity in disgorgement, or is the SEC's disgorgement sui generis. To answer this question, the philosophy behind disgorgement is exhaustively fleshed out through a historical case analysis. Next, the article establishes what the author believes to be a new concept, the theory of regulatory equity. Following the establishment of this theory, the practice of offsetting disgorgement is analyzed to see whether it is faithful to this new …
Governing The Corporate Insiders: Improving Regulation Fair Disclosure With More Robust Guidance And Stronger Penalties For Individual Executives, Christopher Ippoliti
Governing The Corporate Insiders: Improving Regulation Fair Disclosure With More Robust Guidance And Stronger Penalties For Individual Executives, Christopher Ippoliti
The Journal of Business, Entrepreneurship & the Law
This article discusses the history of Regulation Fair Disclosure (Regulation FD), the problems it was intended to remedy, the scope of the regulation, and acceptable methods of disclosing material information in compliance with the rule. Part III examines specific further guidance and two investigative reports issued by the United States Securities and Exchange Commission (SEC) impacting Regulation FD disclosures. In Part IV, this article sets forth a comprehensive analysis of all the specific enforcement actions pursued by the SEC and the penalties assessed against publicly traded companies and individuals for Regulation FD violations. Part V evaluates the effectiveness of the …
Private Equity And The Fcpa: Deal-Making As Reform Mechanism, Thomas J. Manning
Private Equity And The Fcpa: Deal-Making As Reform Mechanism, Thomas J. Manning
Pepperdine Law Review
No abstract provided.
Of Truth, Pragmatism, And Sour Grapes: The Second Circuit’S Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards
Of Truth, Pragmatism, And Sour Grapes: The Second Circuit’S Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards
Theodore D. Edwards
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.
The Sec's Proposed Uniform Fiduciary Standard For Investment Advisers: An Update, Barry R. Temkin, Matthew Photis
The Sec's Proposed Uniform Fiduciary Standard For Investment Advisers: An Update, Barry R. Temkin, Matthew Photis
Barry R. Temkin
It has been been three years since the Securities and Exchange Commission, acting under the authority of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, released the results of its study recommending a uniform fiduciary standard for the conduct of registered representatives and investment advisers. While SEC Chair Mary Jo White has proclaimed that adoption of a uniform fiduciary standard as a major regulatory priority, the SEC has yet to promulgate final regulations implementing the change. It is unclear whether or when a universal fiduciary standard will be adopted. Adoption of a uniform fiduciary standard could lead …
Securities Regulations Investigations - United States-Swiss Treaty Attempts To Increase Cooperation In Releasing Names Of Swiss-Based Account Holders Involved In United States Securities And Exchange Commission Investigations, Daniel B. Simon Iii
Georgia Journal of International & Comparative Law
No abstract provided.
Buying Voice: Financial Rewards For Whistleblowing Lawyers, Nancy J. Moore, Kathleen Clark
Buying Voice: Financial Rewards For Whistleblowing Lawyers, Nancy J. Moore, Kathleen Clark
Nancy J Moore
“Buying Voice: Financial Incentives for Whistleblowing Lawyers”
Kathleen Clark and Nancy J. Moore
Abstract
The federal government relies increasingly on whistleblowers to ferret out fraud, and has awarded whistleblowers over $4 billion under the False Claims Act and the Dodd-Frank Wall Street reform and Consumer Protection Act. May lawyers ethically seek whistleblower rewards under these federal statutes? A handful of lawyers have tried to do so as FCA qui tam relators. They have not yet succeeded, but several court decisions suggest that they might be able to do so under confidentiality exceptions to state ethics law, which several courts have …
The Great And Powerful Faa: Why Schwab’S Class Action Waiver Should Have Been Enforced Over Finra’S Rules, Clint Hale
The Great And Powerful Faa: Why Schwab’S Class Action Waiver Should Have Been Enforced Over Finra’S Rules, Clint Hale
Pepperdine Law Review
This Comment argues that recent Supreme Court precedent, circuit court decisions in contexts similar to FINRA’s oversight of the securities industry, and investors’ true interests all instruct that Schwab’s class action waiver should have been enforced over FINRA’s contrary command. Part II discusses FINRA’s role in the securities industry, the FAA and recent Supreme Court precedent interpreting the FAA, and the FINRA Rules that Schwab’s class action and joinder waiver violated. Part III analyzes why the conflict between the FAA and FINRA’s rules should have been resolved in favor of the FAA and supports this argument with discussion of federal …
Restoring Confidence In The Financial Services Industry: Advocating For A Uniform, Rules-Based Fiduciary Standard, Katelin Eastman
Restoring Confidence In The Financial Services Industry: Advocating For A Uniform, Rules-Based Fiduciary Standard, Katelin Eastman
Pepperdine Law Review
No abstract provided.
Managing Cyberthreat, Lawrence J. Trautman
Managing Cyberthreat, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Cyber security is an important strategic and governance issue. However, because most corporate CEOs and directors have no formal engineering or information technology training, it is understandable that their lack of actual cybersecurity knowledge is problematic. Particularly among smaller companies having limited resources, knowledge regarding what their enterprise should actually be doing about cybersecurity can’t be all that good. My goal in this article is to explore the unusually complex subject of cybersecurity in a highly readable manner. First, an examination of recent threats is provided. Next, governmental policy initiatives are discussed. Third, some basic tools that can be used …
It's Not Just About The Money: A Comparative Analysis Of The Regulatory Status Of Bitcoin Under Various Domestic Securities Laws, Vesna Harasic
It's Not Just About The Money: A Comparative Analysis Of The Regulatory Status Of Bitcoin Under Various Domestic Securities Laws, Vesna Harasic
American University Business Law Review
No abstract provided.
Federal Securities Fraud Litigation As A Lawmaking Partnership, Jill E. Fisch
Federal Securities Fraud Litigation As A Lawmaking Partnership, Jill E. Fisch
All Faculty Scholarship
In its most recent Halliburton II decision, the Supreme Court rejected an effort to overrule its prior decision in Basic Inc. v. Levinson. The Court reasoned that adherence to Basic was warranted by principles of stare decisis that operate with “special force” in the context of statutory interpretation. This Article offers an alternative justification for adhering to Basic—the collaboration between the Court and Congress that has led to the development of the private class action for federal securities fraud. The Article characterizes this collaboration as a lawmaking partnership and argues that such a partnership offers distinctive lawmaking advantages. …