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Recent Articles in Securities Law
Securities Violations In 140 Characters Or Less: Social Media And Its Growing Impact On The Securities Industry, Kevin Etzel 
Touro College Jacob D. Fuchsberg Law Center
Securities Violations In 140 Characters Or Less: Social Media And Its Growing Impact On The Securities Industry, Kevin Etzel
Touro Law Review
As social media continues its rapid ascent, the law must be able to keep pace. The securities industry is where one area that must keep pace. This Comment demonstrates the drastic effects, both positive and negative, that social media has on securities regulation.
Scaling Chinese Walls: Insights From Aftra V. Jpmorgan Chase, Jeffrey Bingham 
College of William & Mary Law School
Scaling Chinese Walls: Insights From Aftra V. Jpmorgan Chase, Jeffrey Bingham
William & Mary Business Law Review
The material non-public information financial services firms receive from clients utilizing commercial banking services may often prove beneficial to the firm’s trust account clients if the information is used in making investment decisions for these trust accounts. Consequently, financial services firms confront two equally dubious options: to utilize the information to benefit the trust account client and break insider trading laws, or to disregard the information and seemingly violate the firm’s fiduciary duty to the trust account client. To successfully defend against either of the above claims, firms should establish and maintain effective Chinese Walls between private and ...
Review: Is Hedge Fund Registration
Necessary? , J. W. Verret 
Washington & Lee University School of Law
Review: Is Hedge Fund Registration Necessary? , J. W. Verret
Washington and Lee Law Review
No abstract provided.
Why Register Hedge Fund Advisers—
A Comment , Lyman Johnson Washington & Lee University School of Law
Why Register Hedge Fund Advisers— A Comment , Lyman Johnson
Washington and Lee Law Review
No abstract provided.
Is Hedge Fund Adviser Registration
Necessary To Accomplish The Goals Of
The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth II Washington & Lee University School of Law
Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii
Washington and Lee Law Review
No abstract provided.
Docket Dividends: Growth In
Shareholder Litigation Leads To
Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler Washington & Lee University School of Law
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Washington and Lee Law Review
No abstract provided.
Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro 
University of Maryland Francis King Carey School of Law
Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro
Journal of Business & Technology Law
No abstract provided.
Privately Employed Hearing Officers: Hearing Board Procedures Of The New York Stock Exchange, David J. Agatstein 
Pepperdine University
Privately Employed Hearing Officers: Hearing Board Procedures Of The New York Stock Exchange, David J. Agatstein
Journal of the National Association of Administrative Law Judiciary
No abstract provided.
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort 
Georgetown University Law Center
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests. This paper—a contribution to Columbia Law School’s recent celebration of Cary’s Cady Roberts opinion, explores some of these—particularly the emergence of a doctrine of “reckless” insider trading. Historically, the crucial question is this: how or why did the insider trading prohibition survive the retrenchment that happened to so many other elements of Rule 10b-5? It argues that the Supreme Court embraced the continuing existence of the “abstain or disclose” rule, and ...
When Dicta Attacks: Elliott V. Commodity Futures Trading Commission, Joanna E. Barnes Pepperdine University
When Dicta Attacks: Elliott V. Commodity Futures Trading Commission, Joanna E. Barnes
Journal of the National Association of Administrative Law Judiciary
No abstract provided.
There's A New Sheriff In Town - Will The New Sec Chairman Allow Issuers Of American Depository Receipts To Use International Accounting Standards To Satisfy Listing Requirements On U.S. Exchanges?, Joseph J.M. Orabona Pepperdine University
There's A New Sheriff In Town - Will The New Sec Chairman Allow Issuers Of American Depository Receipts To Use International Accounting Standards To Satisfy Listing Requirements On U.S. Exchanges?, Joseph J.M. Orabona
Journal of the National Association of Administrative Law Judiciary
No abstract provided.
Lawyers In The Shadows: The Transactional Lawyer In A World Of Shadow Banking, Steven L. Schwarcz 
Duke Law
Lawyers In The Shadows: The Transactional Lawyer In A World Of Shadow Banking, Steven L. Schwarcz
Faculty Scholarship
This article, which is based on the author’s keynote address at an April 5, 2013 conference at American University Washington College of Law on “Transactional Lawyering: Theory, Practice, & Pedagogy,” examines the role of transactional lawyers in a world of shadow banking. By reducing the dominance of banks as financial intermediaries, shadow banking has transformed the financial system, causing transactional lawyers to face an array of novel issues. This article focuses on one of those issues: To what extent should transactional lawyers address the potential systemic consequences of their client’s actions? First, the article shows that the legal system ...
When The Government Attempts To Change The Board, Investors Should Know, William O. Fisher Pepperdine University
When The Government Attempts To Change The Board, Investors Should Know, William O. Fisher
Pepperdine Law Review
In 2008 and 2009, the federal government effectively hired and fired directors at American International Group and Bank of America, without any securities filing of the sort that would have been required had a private market actor attempted to change the boards at those companies. The fact that current law allows the government to secretly reconstitute the governing bodies of multibillion-dollar, publicly traded companies is cause for concern, for who controls the board controls the company. This Article argues that, just as securities filings alert investors when private parties attempt board change, a new required filing should inform investors when ...
Strengthening Financial Reporting: An Essay On Expanding The Auditor’S Opinion Letter, James D. Cox Duke Law
Strengthening Financial Reporting: An Essay On Expanding The Auditor’S Opinion Letter, James D. Cox
Faculty Scholarship
Users of financial statements, foremost of which are investors, have a voracious appetite for information that better enables them to assess the financial position and performance of the reporting firm. Even though financial statements purport to address their needs, because the statements, which are prepared by the firm’s managers, conceal a range of managerial estimates, assumptions, judgments, and choices, investors are deprived of the most fundamental kernel of information they seek, namely the overall quality of the financial reports themselves. In this Article, the author sets forth several modest steps that would enhance the overall quality of financial reporting ...
Materiality In Sarbanes-Oxley Act Employee Protection Claims, William Dorsey Pepperdine University
Materiality In Sarbanes-Oxley Act Employee Protection Claims, William Dorsey
Journal of the National Association of Administrative Law Judiciary
No abstract provided.
Fraudulent Corporate Signals: Conduct As Securities Fraud, Manuel A. Utset 
Boston College Law School
Fraudulent Corporate Signals: Conduct As Securities Fraud, Manuel A. Utset
Boston College Law Review
Paying a dividend, repurchasing shares, underpricing an initial public offering, pledging collateral, and borrowing using short-term, instead of long-term debt, are all forms of corporate communications. They are “corporate signals” that tell investors certain things about a company’s operations and current financial position, and about the managers’ confidence in its future performance. This Article provides the first comprehensive analysis of the relationship between corporate signals and securities fraud. The incentive to communicate using corporate signals has increased in recent years, a phenomenon that, I argue, is due to the growing complexity of public corporations, and, importantly, to a number ...
Liability And Admission Of Wrongdoing In Public Enforcement Of Law, Samuel W. Buell Duke Law
Liability And Admission Of Wrongdoing In Public Enforcement Of Law, Samuel W. Buell
Faculty Scholarship
Some judges and scholars have questioned the social value of the standard form in which the Securities and Exchange Commission settles its corporate enforcement actions, including the agency’s use of essentially unreviewed consent decrees that include no admission of liability or wrongdoing. This essay for a symposium on SEC enforcement provides an analysis of the deterrent effects of the three main components of settlements in public enforcement of law: liability, admission, and remedy. The conclusions are the following. All three components have beneficial deterrent effects. Cost considerations nonetheless justify some settlements that dispense with liability or admission, or even ...
Ring-Fencing, Steven L. Schwarcz Duke Law
Ring-Fencing, Steven L. Schwarcz
Faculty Scholarship
“Ring-fencing” is often touted as a regulatory solution to problems in banking, finance, public utilities, and insurance. However, both the precise meaning of ring-fencing, as well as the nature of the problems that ring-fencing regulation purports to solve, are ill defined. This article examines the functions and conceptual foundations of ring-fencing. In a regulatory context, the term can best be understood as legally deconstructing a firm in order to more optimally reallocate and reduce risk. So utilized, ring-fencing can help to protect public-benefit activities performed by private-sector firms, as well as to mitigate systemic risk and the too-big-to-fail problem inherent ...
The New Investor, Tom C. W. Lin 
University of Florida Levin College of Law
The New Investor, Tom C. W. Lin
Faculty Publications
A sea change is happening in finance. Machines appear to be on the rise and humans on the decline. Human endeavors have become unmanned endeavors. Human thought and human deliberation have been replaced by computerized analysis and mathematical models. Technological advances have made finance faster, larger, more global, more interconnected, and less human. Modern finance is becoming an industry in which the main players are no longer entirely human. Instead, the key players are now cyborgs: part machine, part human. Modern finance is transforming into what this Article calls cyborg finance.
This Article offers one of the first broad, descriptive ...
Who Wants To Watch? A Comment On The New International Paradigm Of Financial Consumer Market Regulation, Toni Williams 
Seattle University School of Law
Who Wants To Watch? A Comment On The New International Paradigm Of Financial Consumer Market Regulation, Toni Williams
Seattle University Law Review
This Article explores the capacity of the G20’s model of financial consumer protection to reconfigure relationships between financial firms and consumers, focusing in particular on the market conduct of financial firms. Although this Article does not focus directly on Adolf A. Berle’s work, it does engage with some of his enduring concerns about economic relations between corporations, regulators, and individuals; the socialcontext of those economic relations; and the role of law and legal regulation in shaping market relations. More specifically, this Article considers new international regulatory principles related to corporate social responsibility— a recurring theme of Berle’s ...
Popular Institutions
Seattle University School of Law
Golden Gate University School of Law
Georgetown University Law Center
Northwestern University School of Law
College of William & Mary Law School
American University Washington College of Law
University of Florida Levin College of Law
University of Georgia School of Law
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Popular Authors
Donald Langevoort
Georgetown University Law Center
Jayne Barnard
College of William & Mary Law School
Jayne Barnard
College of William & Mary Law School
Steven Schwarcz
Duke Law
Jill Fisch
NELLCO
Lawrence Cunningham
Boston College Law School
Barbara Black
University of Cincinnati College of Law
Mitu Gulati
Duke Law
Jill Gross
Pace University
Jonathan Macey
Yale Law School
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Popular Articles
Natural Justice And Its Applications In Administrative Law
Amartya Sen's Theory Of Poverty
Internal Controls After Sarbanes-Oxley: Revisiting Corporate Law's "Duty Of Care As Responsibility For Systems", Donald Langevoort
Evolutionary Enforcement At The Securities And Exchange Commission, Jayne Barnard, Jayne Barnard
Fundamentos Del Derecho Procesal Civil
Reducing Systemic Risk: The Role Of Money Market Mutual Funds As Substitutes For Federally Insured Bank Deposits, Jonathan Macey
The Greek Debt Exchange: An Autopsy
The Doctrine Of Proportionality
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