Legal Transplantation Or Legal Innovation? Equity-Crowdfunding Regulation In Taiwan After The U.S. Jobs Act, 2016 Institute of Law for Science & Technology, National Tsing Hua University
Legal Transplantation Or Legal Innovation? Equity-Crowdfunding Regulation In Taiwan After The U.S. Jobs Act, Chang-Hsien Tsai
Chang-hsien (Robert) TSAI
Crowdfunding has caused a worldwide revolution in startup financing in recent years. Equity-based crowdfunding (“EC”) is still highly regulated in Taiwan, although it was authorized under Title III of the JOBS Act in the United States (the so-called “Crowdfund Act”) in 2012. Notably, in January 2014, Taiwan’s government created the “Go Incubation Board for Startup and Acceleration” (GISA), a government-sanctioned public EC platform run by a government-controlled foundation, the GreTai Securities Market (GTSM). Another breakthrough in Taiwan’s crowdfunding regulatory pattern at the end of April 2015 was the authorization of private portals to administer EC by promulgating the ...
Is Moderation The Highest Virtue? A Comparative Study Of A Middle Way Of Control Transaction Regimes, 2015 Harvard University
Is Moderation The Highest Virtue? A Comparative Study Of A Middle Way Of Control Transaction Regimes, Yueh-Ping Yang, Pin-Hsien Lee
Comparative studies of control transaction regimes mostly compare between the Market Rule as adopted in the U.S. and the General Offer Rule ad adopted in European Union, while paying less attention to the Partial Offer Rule, a middle way model adopted in many East Asian countries such as Japan, South Korea, China, Taiwan, etc. In this paper, we attempt to fill this gap by highlighting the Partial Offer Rule adopted in these countries, analyzing this rule’s theoretical foundation and observing its implementation in practice. Our theoretical analyses of the Partial Offer Rule are comprised of two parts. First ...
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, 2015 University of Connecticut School of Law
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
Fordham Law Review
This Article examines the impact of the quality of a lawyer's working relationship with his or her client on one of the most important types of capital markets deal in a company's existence: its initial public offering (IPO). Drawing on data from interviews with equity capital markets lawyers at major law firms, and analyzing data from IPOs in the United States registered with the Securities and Exchange Commission between June 1996 and December 2010, this study finds a strong association between several measures of IPO performance and the familiarity between the lead underwriter and its counsel, as measured ...
Limiting Frivolous Shareholder Lawsuits Via Fee-Shifting Bylaws: A Call For Delaware To Overturn And Revise Its Fee-Shifting Bylaw Statute, Gregory Diciancia
Boston College Law Review
Shareholder lawsuits have become an epidemic, with lawsuits being filed after almost every merger or acquisition, costing corporations and shareholders billions of dollars. With little substantive and successful reform measures at the federal and state level, corporations have begun to take matters into their own hands, including adopting corporate bylaws to deter these lawsuits. This Note examines the Delaware Supreme Court’s controversial decision in 2014, ATP Tour, Inc. v. Deutscher Tennis Bund, in which the court approved the adoption of fee-shifting bylaws by corporations. It further examines the Delaware State Legislature’s subsequent prohibition of fee-shifting provisions and explores ...
Article Iii And Seventh Amendment Challenges To Sec Administrative Proceedings After Dodd-Frank, Daniel P. Dwyer Esquire
Daniel P. Dwyer Esquire
This article is a discussion of the evolution of enforcement remedies available to the United States Securities & Exchange Commission and the possibility that, with the enactment of the 2010 Dodd-Frank amendments to the securities laws, Congress encroached on Article III of and the Seventh Amendment to the Constitution. Section of 929P of Dodd-Frank, which allows the SEC to pursue monetary penalties and other forms of relief against unregulated persons in administrative proceedings, is a particular focus. The article relies on a chronological analysis of these areas of law and close case reading to reconcile the disparate and sometimes seemingly contradictory ...
Regulation Of Rule 506 Private Placements: The Teetering Balance Between Investor Protection And Capital Formation, 2015 Golden Gate University School of Law
Regulation Of Rule 506 Private Placements: The Teetering Balance Between Investor Protection And Capital Formation, Ilon Oliveira
Golden Gate University Law Review
This Comment aims to show that since the creation of Reg. D private placements, Congress and the SEC have promulgated a series of amendments and enactments that have collectively resulted in a heightened risk of fraud and inadequate safeguards for investors. Part I of this Comment will discuss private placements and the significant enactments and amendments that affect Rule 506 private placement offerings (“Rule 506 offerings”). The most notable amendments in this discussion will include the preemption of state blue-sky laws in 1996, the shortening of the holding period before resale in 2007, the exclusion of an investor’s primary ...
Shareholder Exit Signs On Us And Eu Highways, 2015 Greenberg Traurig LLP
Shareholder Exit Signs On Us And Eu Highways, Raluca Papadima
This article discusses legal exit rights (referred to in the United States as appraisal rights and in civil law Europe as withdrawal rights), in the United States, France and Romania. We selected these three countries because they are representative of strong, average and respectively weak capital markets, with varying levels of shareholder activism and litigation (high, normal and respectively low). Additionally, the selection of these countries enabled us to compare the structure of legal exit rights in the United States and in Europe and, within Europe, between two politically, economically and culturally sister countries (France and Romania) which should be ...
Drafting And Securitizing Participation Mortgages: A Re-Introduction, 2015 Pepperdine University
Drafting And Securitizing Participation Mortgages: A Re-Introduction, Spencer J. Coopchik, Yildiray Yildirim
The Journal of Business, Entrepreneurship & the Law
This Paper will reintroduce, explore, and expand on the financing arrangement known as a Participation Mortgage. First, this Paper will cover the features, history, and policy purposes behind the mortgage. Second, the Paper will focus on legal mechanics and drafting considerations of Participation Mortgages, so they may later be securitized. Finally, the Paper will explore the possibility and legality of creating Participation Mortgaged Backed Securities to be sold in the secondary market.
Four Pillars To Build A New Corporate Law Federalism: Crowd Funding Exchanges, A Codified Internal Affairs Doctrine, City-Based Incorporation, And An Arbitrated Corporate Code, 2015 George Mason University School of Law
Four Pillars To Build A New Corporate Law Federalism: Crowd Funding Exchanges, A Codified Internal Affairs Doctrine, City-Based Incorporation, And An Arbitrated Corporate Code, J.W. Verret
John W Verret
This article examines the event window opened by the pending creation of new crowdfunding platforms, a new means of creating publicly traded equity for smaller, early stage firms than have ever been permitted by the Securities and Exchange Commission to access the public securities markets. That event window could support a completely new paradigm for the development of corporation law and completely upend existing wisdom about interstate competition to develop corporate governance. This article considers the economics of crowdfunding precursors which share some of the attributes of equity crowdfunding, and also considers the expected attributes of equity crowdfunding, to demonstrate ...
New Kids On The Blockchain: How Bitcoin's Technology Could Reinvent The Stock Market, 2015 University of Utah
New Kids On The Blockchain: How Bitcoin's Technology Could Reinvent The Stock Market, Larissa Lee
Bitcoin is the first and most successful digital currency in the world. It is polarized in the news almost daily, with either glowing reviews of the many benefits of an alternative and international currency, or doomsday predictions of anarchy, deflation, and another tulip bubble.
This Article focuses on the truly innovative aspect of Bitcoin—and that which has gone mostly unnoticed since its inception—the technological platform used to transfer Bitcoin from one party to another. This technology is called the Blockchain. The Blockchain eschews a bank or other middleman and allows parties to transfer funds directly to one another ...
Clearinghouses And Regulation By Proxy, 2015 Vanderbilt Law School
Clearinghouses And Regulation By Proxy, Yesha Yadav
Georgia Journal of International & Comparative Law
Related to Georgia Journal of International and Comparative Law Conference: The New Roles of Corporations in Global Governance.
E-Commerce, Cyber, And Electronic Payment System Risks: Lessons From Paypal, 2015 Author, Educator, Entrepreneur & Professional Corporate Director
E-Commerce, Cyber, And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman
Lawrence J. Trautman Sr.
By now, almost without exception, every business has an internet presence, and is likely engaged in e-commerce. What are the major risks perceived by those engaged in e-commerce and electronic payment systems? What potential risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise?
This article utilizes the relevant annual report disclosures from eBay (parent of PayPal), along with other eBay and PayPal documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from eBay’s regulatory filings. My additions include weaving these ...
Law And Finance: The Case Of Stock Market Development In China, 2015 University of Sheffield
Law And Finance: The Case Of Stock Market Development In China, Zhong Zhang Dr
Zhong Zhang Dr
Having grown to one of the largest in the world in just over two decades, the stock market of China is cited as a counterexample to the significance of law for financial market development. A thorough examination of the development of China’s stock market however finds that law is actually critical to sustaining market growth and law did play a role in the growth of the market. On the other hand, the trajectory of development in China is growth first followed by law, and the improvement of law is caused by market growth. The experience of China hence suggests ...
Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, 2015 Roger Williams University School of Law
Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, Susan Schwab Heyman
No abstract provided.
Puzzles In Controlling Shareholder Regimes And China: Shareholder Primacy And (Quasi) Monopoly, 2015 Peking University
Puzzles In Controlling Shareholder Regimes And China: Shareholder Primacy And (Quasi) Monopoly, Sang Yop Kang
Sang Yop Kang
Professor Mark Roe explained that the shareholder wealth maximization norm (“the norm”) is not fit for a country with a (quasi) monopoly, because the norm encourages managers to maximize monopoly rents, to the detriment of the national economy. This Article provides new findings and counter-intuitive arguments as to the tension created by the norm and (quasi) monopoly by exploring three key corporate governance concepts that Roe did not examine—(1) “controlling minority structure” (CMS), where dominant shareholders hold a fractional ownership in their controlled-corporations, (2) “tunneling” (i.e., illicit transfer of corporate wealth to controlling shareholders), and (3) Chinese state-owned ...
Ice Skating Up Hill: Constitutional Challenges To Sec Administrative Proceedings, 2015 Seattle University School of Law
Ice Skating Up Hill: Constitutional Challenges To Sec Administrative Proceedings, Thomas S. Glassman
Thomas S Glassman
Since the inception of the Dodd-Frank Act the Securities and Exchange Commission has come under fire for its increased use of administrative proceedings in adjudicating the agency’s enforcement actions. That criticism has come to several suits in federal court claiming constitutional challenges to the system generally and most recently, the Administrative Law Judges themselves. Until June of 2015, when Hill v. the SEC took place in federal court, the Government was unbeaten in when arguing against these constitutional challenges. Hill, however found that it was likely the SEC had hired their Administrative Law Judges unconstitutionally. The SEC Administrative Law ...
Conflicted Counselors: Retaliation Protections For Attorney-Whistleblowers In An Inconsistent Regulatory Regime, 2015 Assistant Professor of Law, City University of New York, Baruch College, Zicklin School of Business
Conflicted Counselors: Retaliation Protections For Attorney-Whistleblowers In An Inconsistent Regulatory Regime, Jennifer M. Pacella
Jennifer M. Pacella, Esq.
Attorneys, especially in-house counsel, are subject to retaliation by employers in much the same way as traditional whistleblowers, often experiencing retaliation and loss of livelihood for reporting instances of wrongdoing about their clients. Although attorney-whistleblowing undoubtedly invokes ethical concerns, attorneys who “appear and practice” before the Securities and Exchange Commission (“SEC”) are required by federal law to act as internal whistleblowers under the Sarbanes-Oxley Act (“SOX”) and report evidence of material violations of the law within the organizations that they represent. An attorney’s failure to comply with these obligations will result in SEC-imposed civil penalties and disciplinary action. Recent ...
Democratizing Startups, 2015 Illinois Institute of Technology
Democratizing Startups, Seth C. Oranburg
Seth C Oranburg
The Jumpstart Our Business Startups Act of 2012 intends to “help entrepreneurs raise the capital they need to put Americans back to work and create an economy that’s built to last.” The goal is to “democratize startups” by making capital available to diverse entrepreneurs in new geographies. Yet the net effect of securities regulations and market conditions is the opposite. Startup companies are encouraged to stay private so capital is consolidating in large, mature firms instead of recycling into new startups. Evidence of consolidation is that once-rare “Unicorns” (billion-dollar startups) now number over 111. More money is going into ...
Supreme Court’S Decision In Fifth Third Bancorp V. Dudenhoeffer Introduces New Standards For Erisa Fiduciaries, 2015 Mound Cotton Wollan & Greengrass
Supreme Court’S Decision In Fifth Third Bancorp V. Dudenhoeffer Introduces New Standards For Erisa Fiduciaries, Barry R. Temkin, Kate E. Digeronimo
Barry R. Temkin
In its 2014 decision in Fifth Third Bancorp v. Dudenhoeffer et al., the U.S. Supreme Court held that fiduciaries of plans that hold publicly traded company stock are subject to the same duty of prudence that applies to fiduciaries in general under the Employee Retirement Income Security Act of 1974 (“ERISA”). In doing so, the Supreme Court effectively rejected decades of law applied by nearly all the Courts of Appeals affording fiduciaries of company stock plans a special “presumption of prudence” not available to the fiduciaries of other varieties of ERISA plans. In place of the presumption of prudence ...
Institutional Investors In Corporate Governance, 2015 University of Pennsylvania Law School
Institutional Investors In Corporate Governance, Edward B. Rock
This chapter of the Oxford Handbook on Corporate Law and Governance examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. I approach these topics through asking what lessons we can draw from the U.S. experience for the E.U.’s 2014 proposed amendments to the Shareholder Rights Directive.
I begin by defining the institutional investor category, and summarizing the growth of institutional investors’ equity holdings over time. I then briefly survey how institutional investors themselves are governed and how they organize share voting. This leads me ...