Open Access. Powered by Scholars. Published by Universities.®

Securities Law Commons

Open Access. Powered by Scholars. Published by Universities.®

2,458 Full-Text Articles 1,539 Authors 991,931 Downloads 82 Institutions

All Articles in Securities Law

Faceted Search

2,458 full-text articles. Page 1 of 45.

Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian 2015 Bentley University

Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian

Pace Law Review

Whistleblowers have a long and honorable history. From Ralph Nader blowing the whistle on the hazards of GM’s Corvair in Unsafe at Any Speed1 in the 1960’s to Jeffrey Wigand in 1996 exposing the duplicity of the tobacco industry, whistleblowers have put conscience ahead of career and personal success to expose corporate fraud and wrongdoing. Not surprisingly, they have had to endure ridicule and ostracism as well as financial hardship. Legislation has sought to protect them from retribution, often with mixed success. The most recent legislative effort is the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank ...


Resolving The Conflict Between Fiduciary Duties And Socially Responsible Investing, William Sanders 2015 Christian Brothers Investment Services

Resolving The Conflict Between Fiduciary Duties And Socially Responsible Investing, William Sanders

Pace Law Review

Part I of this Article clarifies and strictly defines the frequently nebulous idea of socially responsible investing (“SRI”), explaining its history, trends, and current status. To give perspective and perhaps temper hype, Part II discusses the efficacy of SRI as a method of change, concluding that while SRI may not have much effect on air quality or oppressive foreign governments, there are situations where SRI is useful and even necessary. Part III looks at the conflict between SRI and the fiduciary duties of trustees, investment advisers, and broker-dealers. It shows the contractual nature of fiduciary duties and why this is ...


Cybercrime: A Saudi And American Perspective, hussam m. alkanbashi 2015 University of Dayton

Cybercrime: A Saudi And American Perspective, Hussam M. Alkanbashi

hussam m alkanbashi

Cybercrime is one of the greatest threats facing the International community. Defined as criminal activity perpetrated using computers and the internet, cybercrime has developed into a trillion dollar a year industry, affecting millions of people around the world, as well as countless businesses and the governments of every nation. With nearly 431 million victims projected in 2015, cyber related crime is one of if not the most frequent, costly and pervasive crimes worldwide.

This article examines and assesses the effectiveness of Saudi and American Cyber Laws in deterring the growing global threats posed by cybercrime. The article studies cyber identity ...


A Cause For Concern: The Need For Proximate Cause In Sec Enforcement Actions And How The Third Circuit Got It Wrong In Sec V. Teo, John P. Quinn 2015 Boston College Law School

A Cause For Concern: The Need For Proximate Cause In Sec Enforcement Actions And How The Third Circuit Got It Wrong In Sec V. Teo, John P. Quinn

Boston College Law Review

On February 10, 2014, in SEC v. Teo, the U.S. Court of Appeals for the Third Circuit held that, in an action for disgorgement of profits under the Securities Exchange Act of 1934, the Securities Exchange Commission (SEC) does not have the burden of proving proximate cause. The court reasoned that the SEC must only prove but-for causation between alleged wrongdoing and ill-gotten profits. This Comment argues that, going forward, the Third Circuit should reject Teo and apply a proximate cause standard, especially regarding proceeds. Should the Supreme Court reach the issue in the future, it should similarly reject ...


The Moral Undercurrent Beneath The Regulatory Regime Of Investor Protection, Huhnkie Lee 2015 SelectedWorks

The Moral Undercurrent Beneath The Regulatory Regime Of Investor Protection, Huhnkie Lee

Huhnkie Lee

No abstract provided.


Assessing Irving Picard’S Writ Of Certiorari In Picard V. Jp Morgan Chase: Another Chapter In The Saga Of Bernie Madoff And His Impact On The Securities Industry, Bryce Cullinane 2015 Pepperdine University

Assessing Irving Picard’S Writ Of Certiorari In Picard V. Jp Morgan Chase: Another Chapter In The Saga Of Bernie Madoff And His Impact On The Securities Industry, Bryce Cullinane

The Journal of Business, Entrepreneurship & the Law

An objective analysis of Picard's writ shows the Second Circuit should be affirmed. Picard's arguments are long on emotional appeal and customer-centric public policy but short on the law. The Second Circuit decision is in line with the intent of Congress. Furthermore, adopting Picard's interpretation would raise many issues and create many problems in the financial services industry. Part II of this note provides background on SIPA and the Securities Investor Protection Corporation (SIPC), as well as Section 544 of the Code. Part III provides background on the Picard case, including a brief discussion of Madoff's ...


Deranged Disgorgement, James Tyler Kirk 2015 Pepperdine University

Deranged Disgorgement, James Tyler Kirk

The Journal of Business, Entrepreneurship & the Law

This article seeks to explore the concept of equity embodied in the securities laws as intended by Congress. Accordingly, this article asks whether Congress intended to codify the traditional common law notions of equity in disgorgement, or is the SEC's disgorgement sui generis. To answer this question, the philosophy behind disgorgement is exhaustively fleshed out through a historical case analysis. Next, the article establishes what the author believes to be a new concept, the theory of regulatory equity. Following the establishment of this theory, the practice of offsetting disgorgement is analyzed to see whether it is faithful to this ...


Delaware Corporate Law Recognizes The Fundamental Validity Of The Forum Selection Bylaw: A Survey Of The Boilermakers Litigation, Zachary R. Cormier 2015 Pepperdine University

Delaware Corporate Law Recognizes The Fundamental Validity Of The Forum Selection Bylaw: A Survey Of The Boilermakers Litigation, Zachary R. Cormier

The Journal of Business, Entrepreneurship & the Law

Boilermakers Local 154 Retirement Fund v. Chevron Corp. represents a new and important chapter in the relationship between the forum selection clause and modern business relations. A forum selection clause is “[a] contractual provision in which the parties establish the place (such as the country, state, or type of court) for specified litigation between them.” Forum selection clauses have most often been analyzed by courts within contractual relationships between businesses, or a business and its customers. The Boilermakers case sets important precedent for forum selection in an equally fundamental business relationship--the corporation and its stockholders. This article will survey the ...


Governing The Corporate Insiders: Improving Regulation Fair Disclosure With More Robust Guidance And Stronger Penalties For Individual Executives, Christopher Ippoliti 2015 Pepperdine University

Governing The Corporate Insiders: Improving Regulation Fair Disclosure With More Robust Guidance And Stronger Penalties For Individual Executives, Christopher Ippoliti

The Journal of Business, Entrepreneurship & the Law

This article discusses the history of Regulation Fair Disclosure (Regulation FD), the problems it was intended to remedy, the scope of the regulation, and acceptable methods of disclosing material information in compliance with the rule. Part III examines specific further guidance and two investigative reports issued by the United States Securities and Exchange Commission (SEC) impacting Regulation FD disclosures. In Part IV, this article sets forth a comprehensive analysis of all the specific enforcement actions pursued by the SEC and the penalties assessed against publicly traded companies and individuals for Regulation FD violations. Part V evaluates the effectiveness of the ...


The Moral Undercurrent Beneath The Regulatory Regime Of Investor Protection, Huhnkie Lee 2015 SelectedWorks

The Moral Undercurrent Beneath The Regulatory Regime Of Investor Protection, Huhnkie Lee

Huhnkie Lee

No abstract provided.


Private Equity And The Fcpa: Deal-Making As Reform Mechanism, Thomas J. Manning 2015 Pepperdine University

Private Equity And The Fcpa: Deal-Making As Reform Mechanism, Thomas J. Manning

Pepperdine Law Review

No abstract provided.


Plausible Cause: Exploring The Limits Of Loss Causation In Pleading And Proving Market Fraud Claims Under Securities Exchange Act Section 10(B) And Sec Rule 10b-5, Robert N. Rapp 2015 Case Western Reserve University

Plausible Cause: Exploring The Limits Of Loss Causation In Pleading And Proving Market Fraud Claims Under Securities Exchange Act Section 10(B) And Sec Rule 10b-5, Robert N. Rapp

Robert N Rapp

This article explores the critical role of loss causation in pleading and proving fraud-on-the-market claims in private actions under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 thereunder. Loss causation is a separate, essential, element of any private action under these provisions, and weighs heavily on securities fraud class actions brought under the fraud-on-the-market theory. Claims in these cases are based on a security market price said to be made artificial by reason of materially false or misleading information disseminated into an efficient market, and which resets to a correct level when a disclosure ...


Enhancing The Compensatory Roles Of Financial Regulatory Agencies In South Korea: Lessons From The U.S. Sec's Fair Fund, Daeil Kim 2015 Indiana University Maurer School of Law

Enhancing The Compensatory Roles Of Financial Regulatory Agencies In South Korea: Lessons From The U.S. Sec's Fair Fund, Daeil Kim

Theses and Dissertations

Recent financial scandals in South Korea that caused massive harms to financial consumers instigated voices that financial regulators should play a more active role in recompensing victims for losses incurred by misconduct in the financial market. In this regard, this thesis aims to suggest several considerations in developing the compensation scheme for injured financial consumers in Korea. This thesis first reviews the Federal Account for Investor Restitution (FAIR) Fund operated by the U.S. Securities and Exchange Commission. Specifically, it broadly addresses the history, overall process, operation, and major issues related to the FAIR Fund. Based on the FAIR Fund ...


Summary Of Munoz V. Branch Banking & Trust Co., 131 Nev. Adv. Op. No. 23 (Apr. 30, 2015), Michael S. Valiente 2015 Nevada Law Journal

Summary Of Munoz V. Branch Banking & Trust Co., 131 Nev. Adv. Op. No. 23 (Apr. 30, 2015), Michael S. Valiente

Nevada Supreme Court Summaries

NRS 40.459(1)(c)’s limitation on the amount of deficiency judgment that a successor can recover conflicts with the federal Financial Institutions Reform, Recovery and Enforcement Act’s (“FIRREA”) purpose of facilitating the transfer of assets of failed banks to other institutions. Because NRS 40.459(1)(c) limits the value a successor can recover on a deficiency judgment, its application to assets transferred by the Federal Deposit Insurance Corporation (“FDIC”) frustrates FIRREA’s purpose. Therefore, NRS 40.459(1)(c) is preempted by FIRREA to the extent that NRS 40.459(1)(c) limits deficiency judgment that ...


International Tax Free Exchanges: The Structure Of I.R.C. Section 367, Vikram A. Gosain 2015 University of California, Hastings College of Law

International Tax Free Exchanges: The Structure Of I.R.C. Section 367, Vikram A. Gosain

Georgia Journal of International & Comparative Law

No abstract provided.


The Global Fight Against Foreign Bribery: Is Canada A Leader Or A Laggard?, Susana C. Mijares 2015 Western Law

The Global Fight Against Foreign Bribery: Is Canada A Leader Or A Laggard?, Susana C. Mijares

Western Journal of Legal Studies

This paper explores international responses to foreign bribery with a specific focus on Canada’s increased role in combating the issue. It outlines international anti-bribery measures and their impact on Canada’s approach to foreign bribery, with an overview of Canada’s anti-bribery legislation, the Corruption of Foreign Public Officials Act (CFPOA). These measures have met with international criticism, to which Canada has responded with legislative amendments. Four Canadian legal decisions since the CFPOA amendment exemplify Canada’s stricter enforcement of the Act. Transparency International (TI) issued a progress report that commented on Canada’s current and future role in ...


Diverse Mandates Regarding The Esop Diversification Requirement Following Fifth Third Bancorp V. Dudenhoeffer, Thomas V. Bohac Jr. 2015 Notre Dame Law School

Diverse Mandates Regarding The Esop Diversification Requirement Following Fifth Third Bancorp V. Dudenhoeffer, Thomas V. Bohac Jr.

Notre Dame Law Review Online

In Dudenhoeffer, the Court focused on the Employee Stock Ownership Plan (ESOP) as a retirement benefit plan. However, this is only one function of ESOPs. Viewed in terms of both the original intent of Congress and contemporary corporate finance, the ESOPs are designed to meet several goals, including the alignment of employee and employer interests to facilitate a wider base of capital ownership including the average employee. As the Court has lost sight of these fundamental goals, it has drifted into the fallacy of interpreting ESOPs principally as employee retirement accounts. This has led the Court to apply ERISA fiduciary ...


Superstar Judges As Entrepreneurs: The Untold Story Of Fraud-On-The-Market, Margaret V. Sachs 2015 University of Georgia School of Law

Superstar Judges As Entrepreneurs: The Untold Story Of Fraud-On-The-Market, Margaret V. Sachs

Faculty Scholarship

This Article unites two disparate subjects of profound interest to legal scholars. One is fraud-on-the-market, reaffirmed late last term in Erica P. John Fund, Inc. v. Halliburton Co. (Halliburton II). Probably the most important claim in the securities litigation universe, fraud-on-the-market is the sine qua non of almost every securities class action that is filed. The other subject consists of the work of Judges Frank Easterbrook and Richard Posner, the “superstars” of the current federal appellate bench.

My purpose is several-fold: first, to show that fraud-on-the-market’s evolution, up through and culminating in Halliburton II, has been driven in significant ...


Of Truth, Pragmatism, And Sour Grapes: The Second Circuit's Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards 2015 Duke University

Of Truth, Pragmatism, And Sour Grapes: The Second Circuit's Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards

Theodore D. Edwards

See manuscript


Of Truth, Pragmatism, And Sour Grapes: The Second Circuit’S Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards 2015 Duke University

Of Truth, Pragmatism, And Sour Grapes: The Second Circuit’S Decision In Sec V. Citigroup Global Markets, Theodore D. Edwards

Theodore D. Edwards

No abstract provided.


Digital Commons powered by bepress