Securities Law Commons^™

Taming Unicorns, Matthew Wansley

Indiana Law Journal

Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company securities, which undermines …

Congressional Securities Trading, Gregory Shill

Indiana Law Journal

The trading of stocks and bonds by Members of Congress presents several risks that warrant public concern. One is the potential for policy distortion: lawmakers' personal investments may influence their official acts. Another is a special case of a general problem: that of insiders exploiting access to confidential information for personal gain. In each case, the current framework which is based on common law fiduciary principles is a poor fit. Surprisingly, rules from a related context have been overlooked.

Like lawmakers, public company insiders such as CEOs frequently trade securities while in possession of confidential information. Those insiders' trades are …

Engineered Credit Default Swaps: Innovative Or Manipulative?, Gina-Gail S. Fletcher

Articles by Maurer Faculty

Credit default swaps (“CDS”) are, once again, making waves. Maligned for their role in the 2008 financial crisis and condemned by the Vatican, investors are once more utilizing CDS to achieve results of questionable market benefit. A CDS is a financial contract that allows investors to “bet” on whether a borrower will default on its loan. However, rather than waiting to see how their bets pan out, some CDS investors are collaborating with financially distressed borrowers to guarantee the profitability of their CDS positions—“engineering” the CDS’ outcome. Under the CDS contract, these collaborations are not prohibited, yet they have roiled …

Salman V. United States: Insider Trading's Tipping Point?, Donna M. Nagy

Articles by Maurer Faculty

No abstract provided.

Transnational Regulatory Litigation, Hannah Buxbaum

Articles by Maurer Faculty

Recent years have seen much debate about the role of national courts in addressing global harms. That debate has focused on the application by domestic courts of international law - for instance, in civil actions brought in U.S. courts to enforce human rights law. This article identifies a parallel development in the area of economic regulation. It classifies and analyzes a category of cases that seek the application of regulatory law by domestic courts in situations involving global economic misconduct. Like the public international law cases, these cases highlight the tension between the benefits to be gained by enhanced enforcement …

Limited Liability Companies And The Federal Securities Laws: Congress Should Amend The Securities Laws To Avoid Coverage, George A. Burke Jr.

Indiana Law Journal

No abstract provided.

Municipal Securities Market: Same Problems -- No Solutions, Ann Judith Gellis

Articles by Maurer Faculty

This article examines the existing regulations of the municipal securities market, focusing on what activities prompted the regulatory changes and analyzing the direction and efficacy of these regulations in terms of the deficiencies in the market. Part One gives a background sketch of the market and its participants from the time of the New York City fiscal crises to today. Part Two discusses whether the existing regulation is sufficient to produce disclosure, focusing on the Orange County crises. Part Three offers a critique of the current regulatory scheme and makes some suggestions for reform.

The Listing Of Daimler-Benz Securities On The Nyse: Conflicting Interests And Regulatory Policies, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Misrepresentation In The Sale Of Stock: Which Buyers Are Protected?, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Securities Regulation: Challenges In The Decades Ahead, J. William Hicks

Indiana Law Journal

No abstract provided.

The Concept Of Transaction As A Restraint On Resale Limitations, J. William Hicks

Articles by Maurer Faculty

No abstract provided.

Sec Accounting Series Release No. 150: A Critical Analysis, Ronald E. Large

Indiana Law Journal

No abstract provided.

Sec Rulemaking Authority And The Protection Of Investors: A Comment On The Proposed "Going Private" Rules, Larry R. Schreiter

Indiana Law Journal

No abstract provided.

Judicial Control Of Cash Tender Offers-A Few Practical Recommendations, Ronald W. Oakes

Indiana Law Journal

No abstract provided.

Sec Financial Requirements For Broker-Dealers: Economic Implications Of Proposed Revisions, James F. Mofsky

Indiana Law Journal

No abstract provided.

Rule 10b-5:The Disclosure Of Finder's Fees In Connection With The Purchase Or Sale Of Securities, David L. Cocanower

Indiana Law Journal

No abstract provided.

Around And Beyond The Sec-The Disenfranchised Stockholder, David C. Bayne

Indiana Law Journal

No abstract provided.

Definition And Classification Of Securities Under The Revenue Act, Charles C. Parlin

Indiana Law Journal

No abstract provided.

Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?

Indiana Law Journal

No abstract provided.