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Financing Our Future’S Health: Why The United States Must Establish Mandatory Climate-Related Financial Disclosure Requirements Aligned With The Tcfd Recommendations, Colin Myers 2020 Elisabeth Haub School of Law at Pace University

Financing Our Future’S Health: Why The United States Must Establish Mandatory Climate-Related Financial Disclosure Requirements Aligned With The Tcfd Recommendations, Colin Myers

Pace Environmental Law Review

No abstract provided.


Fraud Or Confusion: A Pill For Chronic Securities Litigation In The Life Sciences Sector, Eric Schmid 2020 Boston College Law School

Fraud Or Confusion: A Pill For Chronic Securities Litigation In The Life Sciences Sector, Eric Schmid

Boston College Law Review

Publicly traded life science companies must navigate two overlapping regulatory agencies with distinct disclosure policies. The Food & Drug Administration (FDA) has a policy of under-disclosure to incentivize drug development while the Securities and Exchange Commission (SEC) encourages over-disclosure to avoid securities fraud. The FDA’s far-reaching and complex regulations, coupled with its acquiescence to confidentiality, obfuscates a life science company’s obligations under SEC regulation; as a result, life science companies are an attractive target for securities litigation. This Note explores the interplay between FDA and SEC regulations to pinpoint the source of the disproportionately high rate of securities litigation. It identifies two possible causes, one calling for drastic reforms and the other requiring a modest solution in comparison. It subsequently recommends the FDA release broad guidance on good disclosure practices in an attempt to reduce litigation for life science companies before more radical reforms are required.


Proving Equal Access To Capital In The Age Of The Startup: The Case For Federal Pre-Emption Of State Blue-Sky Laws, Gerry Griffith 2020 Pepperdine University

Proving Equal Access To Capital In The Age Of The Startup: The Case For Federal Pre-Emption Of State Blue-Sky Laws, Gerry Griffith

The Journal of Business, Entrepreneurship & the Law

Section I of this comment examines the global opportunities available to startups in the digital economy and how startups’ capital demands evolved in the new era of business. Section II analyzes the differences between merit-based securities regulation existing at the state level and disclosure-based regulation, which is the federal regulatory scheme. This Section provides an overview of the three most common methods of restricted securities registration at the state level. Section III examines the development of blue sky laws and the role states originally played in protecting investors. This Section further explores the evolving relationship between state and federal securities ...


Insider Trading Framework In United States And Egyptian Stock Markets, Elsayed Eldaydamony 2020 Pepperdine University

Insider Trading Framework In United States And Egyptian Stock Markets, Elsayed Eldaydamony

The Journal of Business, Entrepreneurship & the Law

This article examines the law of insider trading in both the American and Egyptian legal systems. It seeks to pinpoint the policy rationale behind prohibiting insider trading, the theories of civil enforcement and criminalization, and the concept of tipping in the United States. It also analyzes the express statutory prohibition under Egyptian law. Furthermore, it explains the doctrinal link between securities fraud and insider trading in the U.S. as well as the enforcement mechanisms in place at the SEC, the NYSE, and the NASDAQ. It also surveys the surveillance authority of the Egyptian Financial Regularity Authority and of the ...


Kill Cammer: Securities Litigation Without Junk Science, J. B. Heaton 2020 William & Mary Law School

Kill Cammer: Securities Litigation Without Junk Science, J. B. Heaton

William & Mary Business Law Review

Securities litigation is a hotbed of junk science concerning market efficiency. This Article explains why and suggests a way out. In its 1988 decision in Basic v. Levinson, the Supreme Court endorsed the fraud on the market presumption for securities traded in an efficient market. Faced with the task of determining market efficiency, courts throughout the nation embraced the ad hoc speculations of a first-mover district court that proclaimed, in Cammer v. Bloom, how to allege (and presumably prove) facts that would do just that. The Cammer court’s analysis did not rely on financial economics for its notions, but ...


Securities Exchange Act Section 4e(A): Toothless "Internal-Timing Directive" Or Statute Of Limitation?, Richard E. Brodsky 2020 William & Mary Law School

Securities Exchange Act Section 4e(A): Toothless "Internal-Timing Directive" Or Statute Of Limitation?, Richard E. Brodsky

William & Mary Business Law Review

The Securities and Exchange Commission has a problem, and everyone knows it: its investigative process suffers from excessive delay, which harms both individuals and entity it investigates and its own enforcement program. This problem has long been recognized and complained about, but never remedied.

In 2010, Congress passed a law specifically designed to solve the problem of excessive delay but, the way the SEC has read the law—which has been acquiesced in by the courts and ignored by subsequent Congresses—has rendered it toothless and essentially meaningless. This has been accomplished, first, by the Commission’s cabined interpretation of ...


Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash 2020 University of Pennsylvania Law School

Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash

Faculty Scholarship at Penn Law

Regulatory compliance is vital for promoting the public values served by regulation. Yet many businesses remain out of compliance with some of the regulations that apply to them—presenting not only possible dangers to the public but also exposing themselves to potentially significant liability risk. Compliance management systems (CMSs) may help reduce the likelihood of noncompliance. In recent years, managers have begun using CMSs in an effort to address compliance issues in a variety of domains: environment, workplace health and safety, finance, health care, and aviation, among others. CMSs establish systematic, checklist-like processes by which managers seek to improve their ...


Cryptocurrencies' Revolt Against The Bsa: Why The Supreme Court Should Hold That The Bank Secrecy Act Violates The Fourth Amendment, Jeremy Ciarabellini 2020 Seattle University School of Law

Cryptocurrencies' Revolt Against The Bsa: Why The Supreme Court Should Hold That The Bank Secrecy Act Violates The Fourth Amendment, Jeremy Ciarabellini

Seattle Journal of Technology, Environmental & Innovation Law

The Bank Secrecy Act (BSA) creates a Hobson’s choice: one must either struggle to function in modern society without a bank account or submit to financial surveillance by the government. Both choices result in drastic consequences.


From Inactivity To Full Enforcement: The Implementation Of The "Do No Harm" Approach In Initial Coin Offerings, Marco Dell'Erba 2020 University of Zurich

From Inactivity To Full Enforcement: The Implementation Of The "Do No Harm" Approach In Initial Coin Offerings, Marco Dell'erba

Michigan Technology Law Review

This Article analyzes the way the Securities and Exchange Commission (“SEC”) has enforced securities laws with regard to Initial Coin Offerings (“ICOs”). In a speech held in 2016, the U.S. Commodities Futures Trading Commission (“CFTC”) Chairman Christopher Giancarlo emphasized the similarities between the advent of the blockchain technology and the Internet era. He offered the “do no harm” approach as the best way to regulate blockchain technology. The Clinton administration implemented the “do no harm” approach at the beginning of the Internet Era in the 1990s when regulators sought to support technological innovations without stifling them with burdensome rules ...


Cryptocurrencies: An Overview, Investment Investigation, Comparative Analysis, And Regulatory Proposals, Jacob Franzen 2020 University of Nebraska at Omaha

Cryptocurrencies: An Overview, Investment Investigation, Comparative Analysis, And Regulatory Proposals, Jacob Franzen

Theses/Capstones/Creative Projects

With cryptocurrencies moving out of obscurity and into the public eye, the initial purpose of this research paper is to provide the history of cryptocurrencies, to explain the complex workings in and around cryptocurrencies, investigate their investment potential, and to draw attention to their potential for misuse. To follow, the primary purpose is to create a platform on which to compare cryptocurrencies with more common mediums of exchange, analyze their current international regulatory climate, highlight their trends within influential nations, discuss their pending and future regulation, and provide personal proposals for additional regulation. Due to the complex nature of the ...


Open Banking: Regulatory Challenges For A New Form Of Financial Intermediation In A Data-Driven World, Nydia REMOLINA LEON 2020 Singapore Management University

Open Banking: Regulatory Challenges For A New Form Of Financial Intermediation In A Data-Driven World, Nydia Remolina Leon

Centre for AI & Data Governance

Data has taken immense importance in the last years. Consider the amount of data that is being collected worldwide every day, industries are reshaping their activities into a data-driven business. The digital transformation of all industries, portent of the fourth industrial revolution, is creating a new kind of economy based on the datafication of almost any aspect of human social, political and economic activity as a result of the information generated by the numerous daily routines of digitally connected individuals and technology. The financial services industry is part of this trend. Embracing the digital revolution and creating the right foundations ...


Regulating Personal Data Usage In Covid-19 Control Conditions, Nydia REMOLINA LEON, Mark FINDLAY 2020 Singapore Management University

Regulating Personal Data Usage In Covid-19 Control Conditions, Nydia Remolina Leon, Mark Findlay

Centre for AI & Data Governance

As the COVID-19 health pandemic ebbs and flows world-wide, governments and private companies across the globe are utilising AI-assisted surveillance, reporting, mapping and tracing technologies with the intention of slowing the spread of the virus. These technologies have capacity to amass and share personal data for community control and citizen safety motivations that empower state agencies and inveigle citizen co-operation which could only be imagined outside times of real and present personal danger. While not cavilling with the short-term necessity for these technologies and the data they control, process and share in the health regulation mission (provided that the technology ...


From Securities To Cybersecurity: The Sec Zeroes In On Cybersecurity, Rebecca Rabinowitz 2020 Boston College Law School

From Securities To Cybersecurity: The Sec Zeroes In On Cybersecurity, Rebecca Rabinowitz

Boston College Law Review

Cybersecurity is one of the gravest threats facing public companies, the markets, and the economy at large today. Because of this pressing threat, the SEC has increased its attention to cybersecurity. In 2018 interpretive guidance, consistent with the mandatory disclosure regime established by federal securities regulation, the SEC stipulated that public companies have a duty to disclose those cybersecurity risks and incidents that are material to investors. The 2018 guidance added little, however, and instead parroted earlier guidance from the SEC’s Division of Corporation Finance. Moreover, the SEC itself has been plagued by cybersecurity problems. This Note asserts that ...


Morrison And Cryptocurrencies: Is It Time To Revisit The Extraterritorial Application Of Rule 10b-5?, Eleanor B. Eastham 2020 University of Georgia School of Law

Morrison And Cryptocurrencies: Is It Time To Revisit The Extraterritorial Application Of Rule 10b-5?, Eleanor B. Eastham

Georgia Journal of International & Comparative Law

No abstract provided.


An Essay On Pluralism In Financial Market Infrastructure Design: The Case Of Securities Holding In The United States, Charles W. Mooney Jr. 2020 University of Pennsylvania Law School

An Essay On Pluralism In Financial Market Infrastructure Design: The Case Of Securities Holding In The United States, Charles W. Mooney Jr.

Faculty Scholarship at Penn Law

This essay will appear as a chapter in a forthcoming edited volume published by Oxford University Press. It builds on the earlier article, Beyond Intermediation: A New (FinTech) Model for Securities Holding Infrastructures, 22 U. Pa. J. Bus. L. 386 (2020), which argues that serious consideration should be given to modifications of the deeply intermediated securities holding systems in the United States and elsewhere. Many of the costs and risks imposed by the intermediated holding systems fall within the domain of the regulation of securities markets (internal costs), such as impairments of shareholder voting and bondholder claims against issuers. Others ...


Who Carries The Burden Of Proving Causation In An Erisa Section 409(A) Suit For Breach Of Fiduciary Duty?, Edward Rivin 2020 University of Cincinnati

Who Carries The Burden Of Proving Causation In An Erisa Section 409(A) Suit For Breach Of Fiduciary Duty?, Edward Rivin

University of Cincinnati Law Review

No abstract provided.


Can Regulatory Reform Reverse The Decline Of Public Markets In Canada? Assessing The Factors Impacting Decisions By Corporate Leaders To Avoid Canadian Public Listings, Louis Daniel Wilson 2020 The University of Western Ontario

Can Regulatory Reform Reverse The Decline Of Public Markets In Canada? Assessing The Factors Impacting Decisions By Corporate Leaders To Avoid Canadian Public Listings, Louis Daniel Wilson

Electronic Thesis and Dissertation Repository

The decline in the number of operating public companies in Canada over the past decade is startling and the trend shows no sign of reversing. Since robust public markets are widely understood as serving a critical role in a healthy economy, the decline is particularly concerning for Canadian policy makers. Moreover, the Canadian trend is reflective of similar declines in the United States and Western Europe.

Many possible contributing factors have been posited to explain public company decline based on speculation and anecdotal evidence. Amongst the factors most frequently cited as contributing to public company decline is regulatory overreach. As ...


Private Company Lies, Elizabeth Pollman 2020 University of Pennsylvania Law School

Private Company Lies, Elizabeth Pollman

Faculty Scholarship at Penn Law

Rule 10b-5’s antifraud catch-all is one of the most consequential pieces of American administrative law and most highly developed areas of judicially-created federal law. Although the rule broadly prohibits securities fraud in both public and private company stock, the vast majority of jurisprudence, and the voluminous academic literature that accompanies it, has developed through a public company lens.

This Article illuminates how the explosive growth of private markets has left huge portions of U.S. capital markets with relatively light securities fraud scrutiny and enforcement. Some of the largest private companies by valuation grow in an environment of extreme ...


The 2020 Vertical Merger Guidelines: A Suggested Revision (March 26, 2020), Steven C. Salop 2020 Georgetown University Law Center

The 2020 Vertical Merger Guidelines: A Suggested Revision (March 26, 2020), Steven C. Salop

Georgetown Law Faculty Publications and Other Works

The FTC and DOJ requested comments on their draft Vertical Merger Guidelines in January 2020. This article is a complete alternative set of suggested Vertical Merger Guidelines that reflects and supplements the approach explained in the comments submitted by the author along with Jonathan. Baker, Nancy Rose and Fiona Scott Morton, as well as their other comments, and might be read in conjunction with those comments. This suggested revision of the Agencies’ draft expands the list of potential competition harms and provides illustrative examples. It expands and unifies the discussion and treatment of potential competitive benefits. It deletes the quasi-safe ...


Do The Securities Laws Promote Short-Termism?, James J. Park 2020 University of California, Irvine School of Law

Do The Securities Laws Promote Short-Termism?, James J. Park

UC Irvine Law Review

Since 1970, the Securities and Exchange Commission (SEC) has required public companies to file reports summarizing their financial performance on a quarterly basis. Such mandatory quarterly disclosure has recently been criticized as incentivizing corporations to deliver short-term results rather than developing sustainable, long-term strategies. This Article examines the origins of the quarterly reporting system to assess whether the SEC should reduce the frequency of periodic filings. It concludes that much of the pressure on public companies to deliver short-term results emerged as the market increasingly focused on earnings projections issued by research analysts. The pressure to meet such projections can ...


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