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Articles 1 - 21 of 21
Full-Text Articles in Securities Law
Duties, Disclosure, And Discord: Necessity To Resolve Circuit Split And Certainty Leidos Could Have Clarified For Litigation Strategy And Risk Allocation, Damian P. Gallagher
Duties, Disclosure, And Discord: Necessity To Resolve Circuit Split And Certainty Leidos Could Have Clarified For Litigation Strategy And Risk Allocation, Damian P. Gallagher
William & Mary Business Law Review
Securities litigation is a complex, specialized, and detailed practice of the law that depends on the expertise of courts and the Securities and Exchange Commission. From its inception, the securities laws, namely the Securities Act of 1933 and the Securities Exchange Act of 1934, provided a baseline expectation and prescription for the Securities and Exchange Commission to promulgate rules to fulfill the organic statute’s demands. Through time, technology, and the law generally, the securities laws have expanded significantly, not only asking, but also requiring, the courts to answer questions never contemplated by the original drafters of the laws to guide …
Much Ado About Nothing: The Limits Of Liability For Item 303 Omissions And The Circuit Split That Never Was, Brian Currie
Much Ado About Nothing: The Limits Of Liability For Item 303 Omissions And The Circuit Split That Never Was, Brian Currie
William & Mary Business Law Review
The implied private action for violations of SEC Rule 10b-5 has a contentious history. When plaintiffs base such actions on representations of forward-looking information, however, the stakes are even higher. Recently, the federal circuit courts revisited this divisive issue while deciding whether an omission from required disclosure of Management’s Discussion and Analysis (MD&A) of financial conditions and results of operations. The apparent disparity between the federal circuit courts has caused great consternation and uncertainty in the corporate legal sphere.
This Note will examine the origins and controversial history of Rule 10b-5 private actions, discuss the treatment of MD&A omissions throughout …
Outside A Black Box: Court And Regulatory Review Of Investment Valuations Of Hard-To-Value Securities, Salvatore Massa
Outside A Black Box: Court And Regulatory Review Of Investment Valuations Of Hard-To-Value Securities, Salvatore Massa
William & Mary Business Law Review
Valuation is a critical function of investment advisers that has significant implications for both clients and advisers. One potential risk associated with valuation is that an investment adviser may abuse its position in valuing portfolio assets to accrue higher management and incentive fees to the detriment of clients. Although the valuation function may be viewed as an objective exercise, adviser valuations become subject to greater levels of discretion for hard-to-value securities, making determinations of adviser abuse less clear. Depending on the transparency of the adviser, the valuation process itself may become a black box to the client. Securities and Exchange …
Chinese Regulation Of Issuer Earnings Forecasts: Recommendations For An Ex Ante Legal Framework, Chengxi Yao
Chinese Regulation Of Issuer Earnings Forecasts: Recommendations For An Ex Ante Legal Framework, Chengxi Yao
William & Mary Business Law Review
No abstract provided.
The Cost Of Securities Fraud, Urska Velikonja
The Cost Of Securities Fraud, Urska Velikonja
William & Mary Law Review
Under the dominant account, fraudulent financial reporting by public firms harms the firms' shareholders and, more generally, capital markets. This Article contends that the account is incomplete. In addition to undermining investor confidence, misreporting distorts economic decision making by all firms, both those committing fraud and those not. False information impairs risk assessment by those who provide human or financial capital to fraudulent firms, the firms' suppliers and customers, and thus misdirects capital and labor to subpar projects. Efforts to hide fraud and avoid detection further distort fraudulent firms' business decisions, as well as decisions by their rivals, who mimic …
Insider Trading, Informed Trading, And Market Making: Liquidity Of Securities Markets In The Zero-Sum Game, Stanislav Dolgopolov
Insider Trading, Informed Trading, And Market Making: Liquidity Of Securities Markets In The Zero-Sum Game, Stanislav Dolgopolov
William & Mary Business Law Review
This Article reexamines the nexus of relationships among informed transactions, information asymmetry, and liquidity of securities markets in the context of public policy debates about insider trading and its regulation.The Article analyzes this nexus, with the emphasis on recent empirical studies and developments in the securities industry, from a variety of perspectives and considers the validity of the alleged link between insider trading—as opposed to other forms of informed trading—and market liquidity as a justification for the existence of regulation.
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.
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.
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray
William & Mary Law Review
No abstract provided.
From Horse Trading To Insider Trading: The Historical Antecedents Of The Insider Trading Debate, Paula J. Dalley
From Horse Trading To Insider Trading: The Historical Antecedents Of The Insider Trading Debate, Paula J. Dalley
William & Mary Law Review
No abstract provided.
The Employee As Investor: The Case For Universal Application Of The Federal Securities Laws To Employee Stock Ownership Plans, Sean S. Hogle
The Employee As Investor: The Case For Universal Application Of The Federal Securities Laws To Employee Stock Ownership Plans, Sean S. Hogle
William & Mary Law Review
No abstract provided.
Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis
Materiality And The Efficient Capital Market Model: A Recipe From The Total Mix, Roger J. Dennis
William & Mary Law Review
No abstract provided.
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
Loan Participation Agreements As Securities: Judicial Interpretations Of The Securities Act Of 1933 And The Securities Exchange Act Of 1934, J. Thomas Cookson
William & Mary Law Review
No abstract provided.
Regulation D: Coherent Exemptions For Small Businesses Under The Securities Act Of 1933, Marvin R. Mohney
Regulation D: Coherent Exemptions For Small Businesses Under The Securities Act Of 1933, Marvin R. Mohney
William & Mary Law Review
No abstract provided.
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
Fairness Requirement In Section 3(A)(10) Of The Securities Act Of 1933, Bruce H. Matson
William & Mary Law Review
No abstract provided.
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
Rule 242 And Section 4(6) Securities Registration Exemptions: Recent Attempts To Aid Small Businesses, Susan E. Satkowski
William & Mary Law Review
No abstract provided.
Federal Legislation To Enhance Competition In The Securities Industry
Federal Legislation To Enhance Competition In The Securities Industry
William & Mary Law Review
No abstract provided.
Vicarious Liability For Securities Law Violations: Respondeat Superior And The Controlling Person Sections
William & Mary Law Review
No abstract provided.
Private Enforcement Of The Federal Proxy Rules: Remedial Alternatives
Private Enforcement Of The Federal Proxy Rules: Remedial Alternatives
William & Mary Law Review
No abstract provided.