What Conflict Minerals Rules Tell Us About The Legal Transplantation Of Corporate Social Responsibility Standards Without The State: From The United Nations To The United States To Taiwan, 2017 National Tsinghua University
What Conflict Minerals Rules Tell Us About The Legal Transplantation Of Corporate Social Responsibility Standards Without The State: From The United Nations To The United States To Taiwan, Chang-Hsien (Robert) Tsai, Yen-Nung Wu
Chang-hsien (Robert) TSAI
The Unicorn Governance Trap, 2017 Boston College Law School
The Unicorn Governance Trap, Renee Jones
Boston College Law School Faculty Papers
The recent trend of large-scale start-up companies delaying an IPO creates a new kind of corporate governance problem. The prevalence of “unicorns” – privately held companies with market valuations of $1 billion or more – means the disciplinary mechanisms on which investors traditionally relied no longer function to prevent misconduct or mismanagement by unicorn founders. High profile frauds by unicorns like Zenefits and Theranos, and the recent travails of Uber highlight the need to rethink unicorn governance structure. These burgeoning controversies call for reconsideration of legal reforms that allow unicorns to remain for protracted periods in an ill-defined limbo between private and ...
Sec Filings, Regulatory Deadlines, And Capital Market Consequences, 2017 New York University
Sec Filings, Regulatory Deadlines, And Capital Market Consequences, Eli Bartov, Yaniv Konchitchki
New York University Law and Economics Working Papers
Timely disclosure of financial statement information is a critical requirement for firms and well-functioning capital markets. Yet, every quarter or year, a non-trivial number of firms are late in filing their financial statements. This paper identifies and probes various capital market consequences for late filings of quarterly and annual financial statements. It examines the short- and long-window reaction to late filings, as well as how equity investors process statements accompanying late filing announcements, such as managers declaring intentions to file within/outside SEC’s allowed grace periods. The paper documents that delayed quarterly filings have distinctly different valuation implications than ...
Protecting Whistleblowing (And Not Just Whistleblowers), 2017 University of Michigan Law School
Protecting Whistleblowing (And Not Just Whistleblowers), Evan J. Ballan
Michigan Law Review
When the government contracts with private parties, the risk of fraud runs high. Fraud against the government hurts everyone: taxpayer money is wasted on inferior or nonexistent products and services, and the public bears the burdens attendant to those inadequate goods. To combat fraud, Congress has developed several statutory frameworks to encourage whistleblowers to come forward and report wrongdoing in exchange for a monetary reward. The federal False Claims Act allows whistleblowers to file an action in federal court on behalf of the United States, and to share in any recovery. Under the Dodd- Frank Act, the SEC Office of ...
The Interest Is Not Mutual: Effect Of The Personal Property Securities Act 2009 (Cth) On Contractual Rights Of Set-Off, 2017 The University of Notre Dame Australia
The Interest Is Not Mutual: Effect Of The Personal Property Securities Act 2009 (Cth) On Contractual Rights Of Set-Off, Caroline Woo
The University of Notre Dame Australia Law Review
In Hamersley Iron Pty Ltd v Forge Group Power Pty Ltd (In Liquidation) (Receivers and Managers Appointed), the Supreme Court of Western Australia held that the rights of ANZ, a secured creditor of Forge Group Power Pty Ltd (Forge) holding a security interest under the Personal Property Securities Act 2009 (Cth) (PPSA), trumped Hamersley Iron Pty Ltd’s rights of contractual and equitable set-off. Forge is in receivership and in liquidation. In answering the preliminary issues in dispute between the parties, the Supreme Court examined the complex interaction between contractual and equitable rights, the PPSA and section 553C of the ...
Crowdfunding Signals, 2017 William & Mary Law School
Crowdfunding Signals, Darian M. Ibrahim
No abstract provided.
Leverage: State Enforcement Actions In The Wake Of The Robo-Sign Scandal, 2017 University of Maine School of Law
Leverage: State Enforcement Actions In The Wake Of The Robo-Sign Scandal, Raymond H. Brescia
Maine Law Review
In the fall of 2010, the revelations that tens of thousands of foreclosure filings across the nation were likely fraudulent—if not outright criminal—sparked a nation-wide investigation by all fifty state attorneys general to assess the extent of the scandal and its potential impacts, but also to consider likely legal and policy responses to such behavior. One of the tools at the state attorneys general’s disposal that might rein in this behavior includes each state’s Unfair and Deceptive Acts and Practices (UDAP) laws. Such laws typically prohibit “unfair” and “deceptive” practices, which are described loosely in these ...
Reviving Reliance, 2017 Tulane Law School
Reviving Reliance, Ann M. Lipton
Fordham Law Review
This Article explores the misalignment between the disclosure requirements of the federal securities laws and the private causes of action available to investors to enforce those requirements. Historically, federally mandated disclosures were designed to allow investors to set an appropriate price for publicly traded securities. Today’s disclosures, however, also enable stockholders to participate in corporate governance and act as a check on managerial misbehavior. To enforce these requirements, investors’ chief option is a claim under the general antifraud statute, section 10(b) of the Securities Exchange Act of 1934. But courts are deeply suspicious of investors’ attempts to use ...
In Re Petrobras Securities Litigation: Validade E AbrangêNcia Da CláUsula Arbitral, 2017 FGV Law School in Sao Paulo
In Re Petrobras Securities Litigation: Validade E AbrangêNcia Da CláUsula Arbitral, Bruno Meyerhof Salama
Bruno Meyerhof Salama
Is Say On Pay All About Pay? The Impact Of Firm Performance, 2017 University of Pennsylvania Law School
Is Say On Pay All About Pay? The Impact Of Firm Performance, Jill E. Fisch, Darius Palia, Steven Davidoff Solomon
The Dodd-Frank Act of 2010 mandated a number of regulatory reforms including a requirement that large U.S. public companies provide their shareholders with the opportunity to cast a non-binding vote on executive compensation. The “say on pay” vote was designed to rein in excessive levels of executive compensation and to encourage boards to adopt compensation structures that tie executive pay more closely to performance. Although the literature is mixed, many studies question whether the statute has had the desired effect. Shareholders at most companies overwhelmingly approve the compensation packages, and pay levels continue to be high.
Although a lack ...
When Is The ‘Force’ With A Securities Claim That Is ‘Brought To Enforce’ A Federal Securities Law?, 2017 Pepperdine University
When Is The ‘Force’ With A Securities Claim That Is ‘Brought To Enforce’ A Federal Securities Law?, Michelle Wellnitz
Journal of the National Association of Administrative Law Judiciary
No abstract provided.
Tales From A Form Book: Stock Stories And Transactional Documents, 2017 Clinical Professor of Law, Sandra Day O’Connor College of Law, Arizona State University
Tales From A Form Book: Stock Stories And Transactional Documents, Susan M. Chesler, Karen J. Sneddon
Montana Law Review
Tales from a Form Book: Stock Stories and Transactional Documents
Regulating Robo Advice Across The Financial Services Industry, 2017 University of Pennsylvania Law School
Regulating Robo Advice Across The Financial Services Industry, Tom Baker, Benedict G. C. Dellaert
Automated financial product advisors – “robo advisors” – are emerging across the financial services industry, helping consumers choose investments, banking products, and insurance policies. Robo advisors have the potential to lower the cost and increase the quality and transparency of financial advice for consumers. But they also pose significant new challenges for regulators who are accustomed to assessing human intermediaries. A well-designed robo advisor will be honest and competent, and it will recommend only suitable products. Because humans design and implement robo advisors, however, honesty, competence, and suitability cannot simply be assumed. Moreover, robo advisors pose new scale risks that are different ...
Share-Buyback-Scheme-And-Contemporary-Tax-Treatment-Oluwaseun-Viyon-Ojo.Pdf, 2017 Lagos State University
Share-Buyback-Scheme-And-Contemporary-Tax-Treatment-Oluwaseun-Viyon-Ojo.Pdf, Oluwaseun Viyon Ojo
Oluwaseun Viyon Ojo
The Tax Treatment Of Tokens: What Does It Betoken?, 2017 University of Pennsylvania Law School
The Tax Treatment Of Tokens: What Does It Betoken?, David J. Shakow
Digital tokens have been used to raise substantial amounts of money. But little attention has been paid to the tax consequences surrounding their issuance and sale. There are significant potential tax liabilities lurking in the use of digital tokens. But, because of the anonymity inherent in the blockchain structures used for the issuance of tokens and payments for them, there is a significant question as to whether those tax liabilities will ever be collected.
The Shadow Of Free Enterprise: The Unconstitutionality Of The Securities & Exchange Commission's Administrative Law Judges, 2017 Mercer University School of Law
The Shadow Of Free Enterprise: The Unconstitutionality Of The Securities & Exchange Commission's Administrative Law Judges, Linda D. Jellum, Moses M. Tincher
SMU Law Review
Six years ago, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), for the first time giving the Securities and Exchange Commission (SEC) the power to seek monetary penalties through its in-house adjudication. The SEC already had the power to seek such penalties in federal court. With the Dodd-Frank Act, the SEC’s enforcement division could now choose between an adjudication before an SEC Administrative Law Judge (ALJ) or a civil action before an Article III judge. With this new choice, litigants contended that the SEC realized a significant home-court advantage. For example, the Wall Street ...
The Perfect Storm Is Brewing Once Again: What Scaling Back Dodd-Frank Will Mean For The Credit Default Swap, 2017 Pepperdine University
The Perfect Storm Is Brewing Once Again: What Scaling Back Dodd-Frank Will Mean For The Credit Default Swap, Daniel Isaacson
The Journal of Business, Entrepreneurship & the Law
The current presidential administration has expressed a concerted desire to “scale back” and even “get rid of” the Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd–Frank). Focusing specifically on Dodd–Frank’s regulation of the credit default swap (CDS), this Article explores two timely queries. First, whether Dodd–Frank’s regulatory response to these financial instruments is a justifiable one, and second, what effect a repeal may have. This Article will show that the “perfect storm” CDS—which contributed so significantly to the 2007–2010 financial crisis—flourished in a regulatory environment that contained two key weaknesses ...
A Textual Analysis Of Whistleblower Protections Under The Dodd-Frank Act, 2017 Notre Dame Law School
A Textual Analysis Of Whistleblower Protections Under The Dodd-Frank Act, Brent T. Murphy
Notre Dame Law Review
This Note endorses the reasoning of the Fifth Circuit in Asadi v. G.E. Energy (USA), L.L.C., and argues that the plain language of Dodd-Frank limits its whistleblower protections to individuals who provide information to the SEC. This Note argues that the reasoning of the Second Circuit in Berman v. Neo@Ogilvy LLC relying on the Supreme Court’s decision in King v. Burwell is inapposite, and that the Second Circuit introduced ambiguity where no ambiguity previously existed and improperly extended Chevron deference to the SEC.
The Case For Federal Preemption Of State Blue Sky Laws, 2017 University of Kentucky
The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr.
Rutheford B Campbell Jr.
In our market economy, imposing rules on capital formation makes economic sense. Well-constructed rules regarding capital formation can promote the efficient flow of capital to its highest and best use and prevent or ameliorate fraud or unfairness to investors. These rules, however, generate additional offering costs that may retard or in some cases completely choke off the flow of capital from investors to businesses. The problem with state blue sky laws is their registration requirements, which significantly impede efficient capital formation and provide no material economic or societal benefits, such as protection of investors from fraud.
To Be A "Whistleblower," Or Not To Be A "Whistleblower? " That Is The Question-Whether 'Tis Nobler In The Mind Of The Courts To Suffer For Reporting Wrongdoing To The Sec Or Employers Internally: Examining The Recent Circuit Split Regarding The Definition Of A Whistleblower Under Dodd-Frank, 2017 Pepperdine University
To Be A "Whistleblower," Or Not To Be A "Whistleblower? " That Is The Question-Whether 'Tis Nobler In The Mind Of The Courts To Suffer For Reporting Wrongdoing To The Sec Or Employers Internally: Examining The Recent Circuit Split Regarding The Definition Of A Whistleblower Under Dodd-Frank, Luke I. Landers
The Journal of Business, Entrepreneurship & the Law
Under the current state of the law, the circuit courts are split over whether an employee must report corporate wrongdoing directly to the Securities and Exchange Commission (SEC), or report wrongdoing to a company’s management in order to receive whistleblower protection under Dodd–Frank. The resolution of this circuit split not only will have implications for American employees caught in situations similar to the fiction above, but also will provide a prime opportunity for the Supreme Court to clarify how courts are to understand the interpretive and deferential relationship between the language of legislative statutes and their corresponding bureaucratic ...