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The Sec And Foreign Private Issuers: A Path To Optimal Public Enforcement, Yuliya Guseva 2018 Rutgers Law School

The Sec And Foreign Private Issuers: A Path To Optimal Public Enforcement, Yuliya Guseva

Boston College Law Review

This Article examines SEC enforcement policies and seeks to find the optimum approach to enforcement against foreign private issuers. My previous empirical study of securities class actions against foreign firms identified a number of crucial developments that mainly occurred after Morrison v. National Australia Bank. In Morrison, the Supreme Court sought to limit the extraterritorial reach of the antifraud provisions of the U.S. securities laws. The Court has scaled down the exposure of foreign issuers to securities liability risk, particularly in class-action litigation. If the Supreme Court in Morrison has created a risky enforcement lacuna on the side of ...


Passive Investors, Jill E. Fisch, Asaf Hamdani, Steven Davidoff Solomon 2018 University of Pennsylvania Law School

Passive Investors, Jill E. Fisch, Asaf Hamdani, Steven Davidoff Solomon

Faculty Scholarship

The increasing percentage of the modern capital markets owned by passive investors – index funds and ETFs – has received extensive media and academic attention. This growing ownership concentration as well as the potential power of passive investors to affect both corporate governance and operational decision-making at their portfolio firms has led some commentators to call for passive investors to be subject to increased regulation and even disenfranchisement. These reactions fail to account for the institutional structure of passive investors and the market context in which they operate. Specifically, this literature assumes that passive investors compete primarily on cost and that, as ...


Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich 2018 University of San Diego

Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich

San Diego International Law Journal

Shareholders hold a financial stake in a corporation, and therefore are often viewed as owners of the corporation and believed to be in control for all corporate actions. However, their powers are circumscribed. Board of directors committees nominate directors to serve the corporation and these directors have the power to select the corporation’s officers. The committees provide shareholders a slate of proposed directors that are voted on and approved at the annual shareholder meeting. Shareholders may also propose their own slate of directors, but this typically requires a proxy contest, which can be expensive due to the costs both ...


Islamic Terrorism In The United States – The Association Of Religious Fundamentalism With Social Isolation & Paths Leading To Extreme Violence Through Processes Of Radicalization., Shay Shiran 2018 Shay Shiran

Islamic Terrorism In The United States – The Association Of Religious Fundamentalism With Social Isolation & Paths Leading To Extreme Violence Through Processes Of Radicalization., Shay Shiran

Student Theses

This exploratory study focuses on identifying motivations for religious terrorism and Islamic terrorism in the United States in particular. Terrorism is a crime of extreme violence with the end purpose of political influence. This crime is challenging to encounter for its multi-faced characteristics, the unusual motivations of its actors, and their semi-militant conduct. The hypothesis of this study asserts that religious terrorists are radicalized by passing from fundamental to extreme devout agendas, caused by isolation from the dominant society, and resulted in high potential to impose those agendas by extreme violence. Under the theoretical framework of subculture in criminology, this ...


Financing Green: Reforming Green Bond Regulation In The United States, Echo Kaixi Wang 2018 Brooklyn Law School

Financing Green: Reforming Green Bond Regulation In The United States, Echo Kaixi Wang

Brooklyn Journal of Corporate, Financial & Commercial Law

In recent years, green bonds have emerged as a way for the financial industry to contribute to environmentally friendly projects, combat climate change, and provide funds for green infrastructures across the world. While the green bond market has expanded drastically across large nations in Europe and Asia, market growth has stalled in the United States, in part due to a lack of promising regulations in the United States. Existing regulations on green bond issuance in the United States only exists in the form of non-binding international guidelines. This Note reviews the benefits and potentials of green bonds both as an ...


Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, Ronald H. Filler, Jerry W. Markham 2018 Brooklyn Law School

Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, Ronald H. Filler, Jerry W. Markham

Brooklyn Journal of Corporate, Financial & Commercial Law

The Securities and Exchange Commission and the Commodity Futures Trading Commission were directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) to create whistleblower protection programs that reward informants with massive bounty payments. At the time of its passage, the Dodd-Frank Act was a highly controversial statute that was passed on partisan lines. Its whistleblowing authority was one of its “most contentious provisions.” As the result of the 2016 elections, the Dodd-Frank Act has come under renewed attack in Congress and by the new Trump administration. The stage is being set for possible repeal of ...


Essay: Corporate Triplespeak: Responses By Investor-Owned Utilities To The Epa’S Proposed Clean Power Plan, Alan R. Palmiter 2018 Brooklyn Law School

Essay: Corporate Triplespeak: Responses By Investor-Owned Utilities To The Epa’S Proposed Clean Power Plan, Alan R. Palmiter

Brooklyn Law Review

During the year following the EPA’s proposed Clean Power Plan to regulate CO2 emissions in the power sector, the largest investor-owned electric utilities engaged in a curious triplespeak. Employing the moral language of political conservatives, the utilities focused on whether and how the EPA had transgressed its “traditional” regulatory role, thus altering the “structure” of energy federalism and potentially “degrading” orderly power supplies. In disclosure filings with the Securities and Exchange Commission, the utilities used the moral language of political libertarians, focusing on the “financial risks” that federal government “intervention” poses to efficient power “markets” and to the “freedom ...


Shareholder Proposals And The Limits Of Encrypted Interpretations, J. Robert Brown Jr. 2018 Villanova University Charles Widger School of Law

Shareholder Proposals And The Limits Of Encrypted Interpretations, J. Robert Brown Jr.

Villanova Law Review

No abstract provided.


A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman 2018 Villanova University Charles Widger School of Law

A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman

Villanova Law Review

No abstract provided.


Rules Are Meant To Be Amended: How Regulation Crowdfunding's Final Rules Impact The Lives Of Startups And Small Businesses, Dylan J. Hans 2018 Brooklyn Law School

Rules Are Meant To Be Amended: How Regulation Crowdfunding's Final Rules Impact The Lives Of Startups And Small Businesses, Dylan J. Hans

Brooklyn Law Review

The Securities and Exchange Commission effectuated the final crowdfunding rules in 2016, and since then, those rules have become the target of scrutiny from startups and investors. Crowdfunding, a form of public capital raising, is an exciting means by which new companies raise money. But, how long will this regulation be a viable option for startups and small businesses? Will the regulation continue to create opportunities for small market enterprises to raise capital? This Note argues that the Securities and Exchange Commission must make adjustments to the Regulation Crowdfunding exemption to improve investor protection, while also reducing draconian disclosure requirements ...


The Significance Of Mongolia's Foreign Policy And Security Apparatus On A Global And Regional Scale, Bolor Lkhaajav 2018 University of San Francisco

The Significance Of Mongolia's Foreign Policy And Security Apparatus On A Global And Regional Scale, Bolor Lkhaajav

Master's Projects and Capstones

Mongolia, land-locked between two politically, economically, and militarily powerful nations — Russia and China — often must balance its foreign and security policies with its two neighbors and countries beyond. When discussing Mongolia’s foreign policy and security apparatus, historians and scholars look at the international relations of East Asia as a whole. This is the case not because Mongolia’s foreign policy is insignificant but because greater powers impose greater influence on smaller states. Mongolia’s partial involvement in World War II (WWII), and the Cold War introduced new challenges as well as opportunities for Mongolia to modernize its foreign policy ...


A Close Look At Audit Standards And Best Practices How To Validate The Existence Of An Asset, Luis Lebron 2018 La Salle University

A Close Look At Audit Standards And Best Practices How To Validate The Existence Of An Asset, Luis Lebron

Economic Crime Forensics Capstones

A comparative analysis will be conducted seeking to identify how to obtain sufficient evidence to determine the existence of an asset within an organization during an independent audit. The external auditor is often regarded as the “gatekeeper” of the financial markets which has a fiduciary duty to its clients. (Choy, Fields, & King, 2008) Accounting firms are required by operation of law to act in an ethical manner and have a social responsibility to protect the interest of the public. However, there exists an ongoing issue in the performance of audits by larger firms. In a recent study conducted by the ...


Equitable Sharing Aids Circumventing State Civil Asset Forfeiture, Ella Fisher 2018 La Salle University

Equitable Sharing Aids Circumventing State Civil Asset Forfeiture, Ella Fisher

Economic Crime Forensics Capstones

Civil Asset Forfeiture (CIVIL ASSET FORFEITURE) is a disputable law enforcement asset utilized to combat the war on drugs and criticized as an abusive practice. Are law enforcement agencies really combatting the war on drugs using civil asset forfeiture law or just using the law for their own self interests? Civil Asset Forfeiture abuse relates to perverse incentives which are further aided by the federal equitable sharing program (ESP). Civil asset forfeiture law allows owners’ assets to be seized and forfeited, by law enforcement agencies without a warrant and/or a criminal conviction. When federal agencies adopt and prosecute, state ...


Enforcing The Bargain V. Materiality Requirement: The Future Of Disclosure-Only Settlements Post-Trulia, Hao Jiang 2018 Tulane Law School

Enforcing The Bargain V. Materiality Requirement: The Future Of Disclosure-Only Settlements Post-Trulia, Hao Jiang

Pace Law Review

In In re Trulia, Inc. Stockholder Litigation, the Delaware Court of Chancery broke away from its tradition of routinely approving disclosure-only settlements and required disclosures to be material in order to cure the conflict of interest between plaintiff’s counsel and the plaintiff class. I argue that fairness of settlement is the only standard in approving class action settlements and fairness will not be achieved by requiring materiality. Shareholders are legally entitled to all material information, as the board’s fiduciary duty dictates. Thus, material disclosures are enforcement of a legal duty that is no consideration for the release of ...


Class Actions, Statutes Of Limitations And Repose, And Federal Common Law, Stephen B. Burbank, Tobias Barrington Wolff 2018 University of Pennsylvania Law School

Class Actions, Statutes Of Limitations And Repose, And Federal Common Law, Stephen B. Burbank, Tobias Barrington Wolff

Faculty Scholarship

After more than three decades during which it gave the issue scant attention, the Supreme Court has again made the American Pipe doctrine an active part of its docket. American Pipe addresses the tolling of statutes of limitations in federal class action litigation. When plaintiffs file a putative class action in federal court and class certification is denied, absent members of the putative class may wish to pursue their claims in some kind of further proceeding. If the statute of limitations would otherwise have expired while the class certification issue was being resolved, these claimants may need the benefit of ...


Reconciling The Volcker Rule With The Dodd-Frank Act’S Objectives: How To Best Combat Systemic Risk, Michael Leonidas Nester 2018 Fordham University School of Law

Reconciling The Volcker Rule With The Dodd-Frank Act’S Objectives: How To Best Combat Systemic Risk, Michael Leonidas Nester

Fordham Law Review

This Note examines the Dodd-Frank Act’s ban on proprietary trading and on banks sponsoring hedge funds and private equity funds, known as the Volcker Rule. This Rule has been a point of contention since the Act was passed in 2010. Some argue that the ban is either a detriment to bond market liquidity or is unnecessary because a tenuous nexus exists between proprietary trading and true causes of the 2008 financial crisis. Proponents cite the role of proprietary trading in the crisis and the inherent risk that banks accept when engaging in such trading. The controversy surrounding the Volcker ...


Ethereum And The Sec: Why Most Distributed Autonomous Organizations Are Subject To The Registration Requirements Of The Securities Act Of 1933 And A Proposal For New Regulation, Tiffany L. Minks 2018 Texas A&M University School of Law

Ethereum And The Sec: Why Most Distributed Autonomous Organizations Are Subject To The Registration Requirements Of The Securities Act Of 1933 And A Proposal For New Regulation, Tiffany L. Minks

Texas A&M Law Review

In a world full of new technology, the risk of fraud is constantly increasing. In the securities industry, this risk existed long before the use of technology. Congress enacted the Securities Act of 1933 to combat the risk of fraud and misrepresentation in the sale of securities. By requiring full disclosure, investors have the opportunity to make informed decisions prior to investing. However, Distributed Autonomous Organizations (“DAOs”), through the use of blockchains and smart-contracts, engage in the sale of securities without fully disclosing the risks or complying with the registration requirements of the Securities Act of 1933. Compliance with the ...


China's Anti-Corruption Crackdown And The Foreign Corrupt Practices Act, Daniel C.K. Chow 2018 Ohio State University Moritz College of Law

China's Anti-Corruption Crackdown And The Foreign Corrupt Practices Act, Daniel C.K. Chow

Texas A&M Law Review

China’s highly publicized crackdown on corruption may affect the type and number of cases in China that arise under the Foreign Corrupt Practices Act (“FCPA”), but it should not be assumed that the crackdown will necessarily lead to fewer FCPA prosecutions. Although there is some overlap of the goals of China’s corruption crackdown and the goals of the FCPA, China’s crackdown also serves important goals of the ruling Communist Party. The main goal of the current crackdown is to reinforce the Party’s power by targeting enemies and rivals of the current leadership. The crackdown is not ...


Kokesh V. Sec: The Supreme Court Redefines An Effective Securities Enforcement Tool, Conor Daly 2018 University of Maryland Francis King Carey School of Law

Kokesh V. Sec: The Supreme Court Redefines An Effective Securities Enforcement Tool, Conor Daly

Endnotes

No abstract provided.


What Would We Do Without Them: Whistleblowers In The Era Of Sarbanes-Oxley And Dodd-Frank, Sean Griffith, Jane A. Norberg, Ian Engoron, Alice BrightSky, Tracey McNeil, Jennifer M. Pacella, Judith Weinstock, Jason Zuckerman 2018 T.J. Maloney Chair in Business Law and the Director of the Fordham Corporate Law Center, Fordham University School of Law

What Would We Do Without Them: Whistleblowers In The Era Of Sarbanes-Oxley And Dodd-Frank, Sean Griffith, Jane A. Norberg, Ian Engoron, Alice Brightsky, Tracey Mcneil, Jennifer M. Pacella, Judith Weinstock, Jason Zuckerman

Fordham Journal of Corporate & Financial Law

No abstract provided.


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