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Legal Transplantation Or Legal Innovation? Equity-Crowdfunding Regulation In Taiwan After The U.S. Jobs Act, Chang-hsien Tsai 2016 Institute of Law for Science & Technology, National Tsing Hua University

Legal Transplantation Or Legal Innovation? Equity-Crowdfunding Regulation In Taiwan After The U.S. Jobs Act, Chang-Hsien Tsai

Chang-hsien (Robert) TSAI

Crowdfunding has caused a worldwide revolution in startup financing in recent years. Equity-based crowdfunding (“EC”) is still highly regulated in Taiwan, although it was authorized under Title III of the JOBS Act in the United States (the so-called “Crowdfund Act”) in 2012. Notably, in January 2014, Taiwan’s government created the “Go Incubation Board for Startup and Acceleration” (GISA), a government-sanctioned public EC platform run by a government-controlled foundation, the GreTai Securities Market (GTSM). Another breakthrough in Taiwan’s crowdfunding regulatory pattern at the end of April 2015 was the authorization of private portals to administer EC by promulgating the ...


Single-Firm Event Studies, Securities Fraud, And Financial Crisis: Problems Of Inference, Andrew Baker 2016 Stanford University

Single-Firm Event Studies, Securities Fraud, And Financial Crisis: Problems Of Inference, Andrew Baker

Andrew Baker

Lawsuits brought pursuant to Section 10(b) of the Securities and Exchange Act depend on the reliability of a statistical tool called an event study to adjudicate issues of reliance, materiality, loss causation, and damages. Although judicial acceptance of the event study technique is pervasive, there has been little empirical analysis of the ability of commonly used event studies to produce reliable results when applied to a single company’s security.

Using data from the recent Financial Crisis, this Note demonstrates that the standard-model event study used in most court proceedings can lead to biased inference in contravention to the ...


Essential Papers On The Economics Of Securities Law, Geoffrey P. Miller 2016 New York University

Essential Papers On The Economics Of Securities Law, Geoffrey P. Miller

New York University Law and Economics Working Papers

This introduction to a compendium published by Edward Elgar (forthcoming) identifies and critically discusses leading research on the economics of securities law. Topics include the origins of securities regulation, the case for mandatory disclosure, the efficient markets hypothesis, insider trading, the fraud on the market theory, portfolio theory, capital assets pricing, takeover bids, regulatory design, shareholder voting, behavioural finance, and comparative research in securities markets and regulation.


Sovereign Debt Restructuring: A Model-Law Approach, Steven L. Schwarcz 2016 Duke Law School

Sovereign Debt Restructuring: A Model-Law Approach, Steven L. Schwarcz

Faculty Scholarship

The existing contractual framework for sovereign debt restructuring is sorely inadequate. Whether or not their fault, nations sometimes take on debt burdens that become unsustainable. Until resolved, the resulting sovereign debt problem hurts not only those nations (such as Greece) but also their citizens, their creditors, and—by posing serious systemic risks to the international financial system—the wider economic community. The existing contractual framework functions poorly to resolve the problem because it often leaves little alternative between a sovereign debt bailout, which is costly and creates moral hazard, and a default, which raises the specter of systemic financial contagion ...


Securitisation And Post-Crisis Financial Regulation, Steven L. Schwarcz 2016 Duke Law School

Securitisation And Post-Crisis Financial Regulation, Steven L. Schwarcz

Faculty Scholarship

This article is an expanded version of a talk the author recently gave at a European University Institute conference on the transnationalisation of debt and solidarity in Europe. There are few types of debt as internationally issued and traded as the debt securities issued in securitisation (also spelled securitization) transactions. The regulatory responses to securitisation in the United States and Europe are, at least in part, political reactions to the global financial crisis. As such, these responses tend to be ad hoc. To achieve a more systematic regulatory framework, this paper examines how existing regulation should be supplemented by identifying ...


Macroprudential Regulation Of Mortgage Lending, Steven L. Schwarcz 2016 Duke Law School

Macroprudential Regulation Of Mortgage Lending, Steven L. Schwarcz

Faculty Scholarship

Much regulatory effort has been devoted to improving mortgage lending, the principal source of housing finance. To date, that effort has primarily been microprudential—intended to correct market failures in order to increase economic efficiency. In contrast, and while there is some overlap, this article focuses on a more “macroprudential” regulation of mortgage lending—intended to reduce systemic risk. Although largely underdeveloped in the literature, the macroprudential regulation of mortgage lending would have two goals: an ex ante goal of preventing systemic shocks in housing finance and the housing sector, and an ex post goal of ensuring that housing finance ...


New Kids On The Blockchain: How Bitcoin's Technology Could Reinvent The Stock Market, Larissa Lee, Larissa Lee 2015 University of Utah

New Kids On The Blockchain: How Bitcoin's Technology Could Reinvent The Stock Market, Larissa Lee, Larissa Lee

Larissa Lee

Bitcoin is the first and most successful digital currency in the world. It is polarized in the news almost daily, with either glowing reviews of the many benefits of an alternative and international currency, or doomsday predictions of anarchy, deflation, and another tulip bubble.
This Article focuses on the truly innovative aspect of Bitcoin—and that which has gone mostly unnoticed since its inception—the technological platform used to transfer Bitcoin from one party to another. This technology is called the Blockchain. The Blockchain eschews a bank or other middleman and allows parties to transfer funds directly to one another ...


Disruptive Technology And Securities Regulation, Chris Brummer 2015 Georgetown University Law Center

Disruptive Technology And Securities Regulation, Chris Brummer

Fordham Law Review

Nowhere has disruptive technology had a more profound impact than in financial services—and yet nowhere do academics and policymakers lack a coherent theory of the phenomenon more, much less a coherent set of regulatory prescriptions. Part of the challenge lies in the varied channels through which innovation upends market practices. Problems also lurk in the popular assumption that securities regulation operates against the backdrop of stable market gatekeepers like exchanges, broker-dealers, and clearing systems—a fact scenario increasingly out of sync in twenty-first-century capital markets.

This Article explains how technological innovation “disrupts” not only capital markets but also the ...


Behind Enemy Phone Lines: Insider Trading, Parallel Enforcement, And Sharing The Fruits Of Wiretaps, Alexandra N. Mogul 2015 Fordham University School of Law

Behind Enemy Phone Lines: Insider Trading, Parallel Enforcement, And Sharing The Fruits Of Wiretaps, Alexandra N. Mogul

Fordham Law Review

Two key trends were present in the successful prosecution of Raj Rajaratnam and his coconspirators in one of the largest insider-trading conspiracies in history: the use of wiretaps to investigate and prosecute insider trading and a joint effort between the Department of Justice (DOJ) and the Securities & Exchange Commission (SEC) to conduct the investigation. Despite the close working relationship between the DOJ and the SEC, the DOJ never disclosed the fruits of the wiretaps to the SEC, presumably due to its belief that Title III of the Omnibus Crime Control and Safe Streets Act of 1968 (as amended, the “Wiretap ...


Arbitration Agreement Arbitrage?: Statutory Discrepancy Leads To Third Circuit Victory For Dodd-Frank Whistleblower Defendants In Khazin V. Td Ameritrade Holding Corp., John K. Lisman 2015 Villanova University School of Law

Arbitration Agreement Arbitrage?: Statutory Discrepancy Leads To Third Circuit Victory For Dodd-Frank Whistleblower Defendants In Khazin V. Td Ameritrade Holding Corp., John K. Lisman

Villanova Law Review

No abstract provided.


Dodd-Frank’S Extension Of Criminal Corporate Liability Through The Foreign Corrupt Practices Act: Enabling Whistleblowers And Monitoring Conflict Minerals, Tim Bakken 2015 Pace University

Dodd-Frank’S Extension Of Criminal Corporate Liability Through The Foreign Corrupt Practices Act: Enabling Whistleblowers And Monitoring Conflict Minerals, Tim Bakken

Pace Law Review

In a sense, through its whistleblower provision, the Dodd-Frank Act has enabled the government to use corporate employee whistleblowers to support criminal prosecutions. That position finds agreement in this article, but the conclusion reached is that the results to be obtained from the whistleblower provision will be positive. Through an analysis of the Dodd-Frank Act, this article discusses further the new reach of the FCPA, particularly in light of the whistleblower and conflict-minerals provisions in the Dodd-Frank Act. Finally, this article concludes that although the new provisions can be costly, the provisions are beneficial. The traditional corporate model is now ...


Broader Is Better: How Courts Should Determine Whether Or Not An Allegation Of Fraud Falls Under The Preemption Provision Of The Securities Litigation Uniform Standards Act, Jennifer Rose Roeske 2015 St. John's University School of Law

Broader Is Better: How Courts Should Determine Whether Or Not An Allegation Of Fraud Falls Under The Preemption Provision Of The Securities Litigation Uniform Standards Act, Jennifer Rose Roeske

St. John's Law Review

No abstract provided.


Is Moderation The Highest Virtue? A Comparative Study Of A Middle Way Of Control Transaction Regimes, Yueh-Ping Yang, Pin-Hsien Lee, Yueh-Ping Yang, Pin-Hsien Lee 2015 Harvard University

Is Moderation The Highest Virtue? A Comparative Study Of A Middle Way Of Control Transaction Regimes, Yueh-Ping Yang, Pin-Hsien Lee, Yueh-Ping Yang, Pin-Hsien Lee

Yueh-Ping Yang

Comparative studies of control transaction regimes mostly compare between the Market Rule as adopted in the U.S. and the General Offer Rule ad adopted in European Union, while paying less attention to the Partial Offer Rule, a middle way model adopted in many East Asian countries such as Japan, South Korea, China, Taiwan, etc. In this paper, we attempt to fill this gap by highlighting the Partial Offer Rule adopted in these countries, analyzing this rule’s theoretical foundation and observing its implementation in practice. Our theoretical analyses of the Partial Offer Rule are comprised of two parts. First ...


The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. McClane 2015 University of Connecticut School of Law

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 ...


Amending China's Insider Trading Prohibition - An Immodest Proposal, Nicholas C. Howson 2015 University of Michigan Law School

Amending China's Insider Trading Prohibition - An Immodest Proposal, Nicholas C. Howson

Law & Economics Working Papers

Presented in China in conjunction with the proposed amendment of the People's Republic of China (PRC) Securities Law 2006, this paper critiques the form and application of the PRC's current insider trading prohibition and its misconceived fealty to Rule 10b-5-limiting U.S. Supreme Court-derived doctrines of fiduciary duty and misappropriation, and urges that China's amended statute and enforcement system look to the broader doctrinal formulations employed in the United Kingdom and the European Union, ironically already used by China's securities regulator pursuant to internal (and likely illegal) administrative "guidance" norms.


Tax Treatment Of Derivative Instruments, Oluwaseun Viyon Ojo 2015 Lagos State University

Tax Treatment Of Derivative Instruments, Oluwaseun Viyon Ojo

Oluwaseun Viyon Ojo

The article provides an analysis of the various types of derivative instruments traded on the capital markets. As derivative instruments become frequently tradable in the Nigerian Financial market in the near projected future, it is expedient that the concerned companies plan adequately for the tax implications of such transactions and the appropriate tax authorities know how to treat the instrument of derivatives for the purpose of imposition of relevant taxes. This paper therefore dealt with the treatment of these instruments under the Capital Gains Tax Act (CGTA) and Companies Income Tax Act (CITA), though there are no specific rules for ...


Extraterritorial Criminal Enforcement Of Securities Fraud Regulations After United States V. Vilar, Edgardo Rotman 2015 University of Miami Law School

Extraterritorial Criminal Enforcement Of Securities Fraud Regulations After United States V. Vilar, Edgardo Rotman

University of Miami Law Review

In August 2013, the Court of Appeals for the Second Circuit in the case of United States v. Vilar denied extraterritorial application of the criminal law antifraud provisions contained in the Securities Exchange Act. The specific object of this paper is to criticize this decision and negate its premises.

After delving in depth into the notion of extraterritoriality, the paper offers a dynamic interpretation of the 1922 Supreme Court’s decision in United States v. Bowman, which is still the governing precedent on extraterritorial application of criminal laws. Furthermore, the paper criticizes the application of the 2010 Supreme Court’s ...


Limiting Frivolous Shareholder Lawsuits Via Fee-Shifting Bylaws: A Call For Delaware To Overturn And Revise Its Fee-Shifting Bylaw Statute, Gregory DiCiancia 2015 Boston College Law School

Limiting Frivolous Shareholder Lawsuits Via Fee-Shifting Bylaws: A Call For Delaware To Overturn And Revise Its Fee-Shifting Bylaw Statute, Gregory Diciancia

Boston College Law Review

Shareholder lawsuits have become an epidemic, with lawsuits being filed after almost every merger or acquisition, costing corporations and shareholders billions of dollars. With little substantive and successful reform measures at the federal and state level, corporations have begun to take matters into their own hands, including adopting corporate bylaws to deter these lawsuits. This Note examines the Delaware Supreme Court’s controversial decision in 2014, ATP Tour, Inc. v. Deutscher Tennis Bund, in which the court approved the adoption of fee-shifting bylaws by corporations. It further examines the Delaware State Legislature’s subsequent prohibition of fee-shifting provisions and explores ...


Article Iii And Seventh Amendment Challenges To Sec Administrative Proceedings After Dodd-Frank, Daniel P. Dwyer Esquire, Daniel P. Dwyer, Esquire 2015

Article Iii And Seventh Amendment Challenges To Sec Administrative Proceedings After Dodd-Frank, Daniel P. Dwyer Esquire, Daniel P. Dwyer, Esquire

Daniel P. Dwyer Esquire

This article is a discussion of the evolution of enforcement remedies available to the United States Securities & Exchange Commission and the possibility that, with the enactment of the 2010 Dodd-Frank amendments to the securities laws, Congress encroached on Article III of and the Seventh Amendment to the Constitution. Section of 929P of Dodd-Frank, which allows the SEC to pursue monetary penalties and other forms of relief against unregulated persons in administrative proceedings, is a particular focus. The article relies on a chronological analysis of these areas of law and close case reading to reconcile the disparate and sometimes seemingly contradictory ...


Regulation Of Rule 506 Private Placements: The Teetering Balance Between Investor Protection And Capital Formation, Ilon Oliveira 2015 Golden Gate University School of Law

Regulation Of Rule 506 Private Placements: The Teetering Balance Between Investor Protection And Capital Formation, Ilon Oliveira

Golden Gate University Law Review

This Comment aims to show that since the creation of Reg. D private placements, Congress and the SEC have promulgated a series of amendments and enactments that have collectively resulted in a heightened risk of fraud and inadequate safeguards for investors. Part I of this Comment will discuss private placements and the significant enactments and amendments that affect Rule 506 private placement offerings (“Rule 506 offerings”). The most notable amendments in this discussion will include the preemption of state blue-sky laws in 1996, the shortening of the holding period before resale in 2007, the exclusion of an investor’s primary ...


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