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Regulatory Capture Of Self-Regulatory Organizations (Sros) In Canada: Do Sros Serve Public Or Industry Interests?, Oluwadamilola Adesanya, Western University 2022 Western University

Regulatory Capture Of Self-Regulatory Organizations (Sros) In Canada: Do Sros Serve Public Or Industry Interests?, Oluwadamilola Adesanya, Western University

Master of Laws Research Papers Repository

The Canadian securities industry relies heavily on self-regulation, with two self-regulatory organizations (SROs), the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA) regulating the industry. The former regulates all investment dealers and trading on Canada's debt and equities markets, while the latter governs domestic distributors of mutual funds, except fixed-income products. As expected in an SRO model of regulation, the structure of both IIROC and the MFDA presents a risk that industry members may influence or capture its operations, advancing industry interests at the cost of its public interest mandate.

This Article …


When Are We Going To Learn: The Role Of Lawyers In Corporate Fraud, Alexander Klein 2022 University of St. Thomas, Minnesota

When Are We Going To Learn: The Role Of Lawyers In Corporate Fraud, Alexander Klein

University of St. Thomas Journal of Law and Public Policy

No abstract provided.


Quinquagenaries, Anthony Duggan 2022 University of Toronto

Quinquagenaries, Anthony Duggan

Dalhousie Law Journal

This article is part of a symposium to mark the 50th anniversary, or quinquagenary, of the Dalhousie Law Journal. The invitation to participate in the symposium asked authors to reflect on developments in their field over the past 50 years. My field is the law of secured transactions and, as it happens, the Canadian Personal Property Security Acts (PPSAs) are approaching their own quinquagenary. There have been numerous statutory and case law developments over the past 50 years, but one of the most remarkable turn of events is the influence the Canadian PPSAs have had on the reform of secured …


Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini 2022 Villanova University Charles Widger School of Law

Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini

Villanova Law Review

No abstract provided.


In Vogue Again: The Re-Rise Of Spacs In The Ipo Market, Maria Lucia Passador 2022 Brooklyn Law School

In Vogue Again: The Re-Rise Of Spacs In The Ipo Market, Maria Lucia Passador

Brooklyn Journal of Corporate, Financial & Commercial Law

If the capital markets described the year 2020 in a few words, it would certainly be Special Purpose Acquisition Company (SPACs), which - although to a different extent - are now gaining momentum on both shores of the pond. While, in the United States, SPACs are really enjoying a new lease on life due to the pandemic, the outlook seems positive in Europe too, although data are not comparable to those registered across the Atlantic. This article focuses on SPACs in the United States prior to the COVID-19 pandemic (between January 2010 and December 2019), in order to understand their …


A Continental Rift? The United States And European Union's Contrasting Approaches To Regulating The Monopolistic Behavior Of Gatekeeper Platforms, Peter R. Enia 2022 Brooklyn Law School

A Continental Rift? The United States And European Union's Contrasting Approaches To Regulating The Monopolistic Behavior Of Gatekeeper Platforms, Peter R. Enia

Brooklyn Journal of Corporate, Financial & Commercial Law

Over the past decade, gatekeeper platforms, such as Amazon.com, Inc. (Amazon), have created highly monopolistic business models to benefit themselves while undermining third-party merchants on digital marketplaces. To illustrate, Amazon collects third-party merchant and consumer data on its marketplace to improve its private-label brands while simultaneously selling them alongside third-party merchant products, creating a significant conflict of interest business model. To address this anticompetitive behavior, the United States (U.S.) and the European Union (E.U.) have proposed contrasting approaches. The U.S., through the Ending Platform Monopolies Act, offers a structural separation remedy, giving the Department of Justice and Federal Trade Commission …


Bardy Diagnostics V. Hill-Rom: New Lessons On Material Adverse Effect Clauses, Robert T. Miller 2022 Brooklyn Law School

Bardy Diagnostics V. Hill-Rom: New Lessons On Material Adverse Effect Clauses, Robert T. Miller

Brooklyn Journal of Corporate, Financial & Commercial Law

In Bardy Diagnostics, Inc. v. Hill-Rom, Inc., the Delaware Court of Chancery once again had to apply a Material Adverse Effect clause to determine whether an acquirer was required to close an acquisition. The case develops the law of MAEs in several important ways. First, the agreement between the parties substituted for the customary MAE objects (e.g., the company’s business, financial condition, and results of operations) a bespoke defined term. The court interpreted the definition of that term in a way that made it functionally equivalent to more customary MAE objects; then, consistent with an unacknowledged trend in Delaware law, …


Mutual Fund Advisory Fees: Forty Years Of Failure, Stewart L. Brown PhD., CFA 2022 Brooklyn Law School

Mutual Fund Advisory Fees: Forty Years Of Failure, Stewart L. Brown Phd., Cfa

Brooklyn Journal of Corporate, Financial & Commercial Law

In the 1960s, the Securities and Exchange Commission (SEC) attempted to correct an oversight in the Investment Company Act of 1940 (ICA) that allowed investment management firms to overcharge investors, namely, the absence of enforceable protections over excessive fees. Congress, in the 1970 amendments to the ICA, was influenced by the investment management industry and the resultant legislation sent ambiguous signals to the judicial system. Lacking clear guidance from Congress, in the seminal fee case Gartenberg v. Merrill Lynch, the Second Circuit fashioned a fiduciary standard favorable to the investment management industry. Under this standard, no plaintiff has ever won …


Freeing Cryptoassets From Howey: A Defense Of Genuine Token Offering, Kathryn A. Daly 2022 Brooklyn Law School

Freeing Cryptoassets From Howey: A Defense Of Genuine Token Offering, Kathryn A. Daly

Brooklyn Journal of Corporate, Financial & Commercial Law

The Securities Exchange Commission (SEC) is the most powerful regulator of the U.S. securities market and serves to “protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.” The agency’s task of protecting retail investors and regulating market participants has been, at times, reduced to a binary choice between “Main Street” investors and “Wall Street” insiders. Some regulators and legislators rely on this binary to put pressure on cryptoassets, claiming that more regulation leads to more effective investor protections. This Note rejects that premise. Genuine tokens offerings (i.e., unregistered security offerings not designed to defraud investors) must be …


Targeted Regulation Of Proxy Voting Advice: Balancing Monitoring With Information Flow In The Age Of Esg, Jara R.Y. Jacobson 2022 Brooklyn Law School

Targeted Regulation Of Proxy Voting Advice: Balancing Monitoring With Information Flow In The Age Of Esg, Jara R.Y. Jacobson

Brooklyn Journal of Corporate, Financial & Commercial Law

Proxy voting advice businesses have historically been guided by disjointed rules and regulations based on their relationship to other entities, but under a 2020 rulemaking they were officially brought under the auspices of the Securities and Exchange Commission. However, after a change in presidential administrations, the Securities and Exchange Commission in 2021 issued a proposed amendment which, if adopted, would rescind some of the more contentious elements of the initial 2020 rulemaking. This Note considers how, even if the 2021 proposed amendments are adopted, the Securities and Exchange Commission can simultaneously regulate and protect proxy voting advice businesses through the …


How Existing Securities Law Authorizes The Sec To Mandate And Regulate Sustainability Reporting, Kenya Rothstein 2022 Aqua Terra Aeris Law Group

How Existing Securities Law Authorizes The Sec To Mandate And Regulate Sustainability Reporting, Kenya Rothstein

Buffalo Environmental Law Journal

No abstract provided.


A Lesson From Startups: Contracting Out Of Shareholder Appraisal, Jill E. Fisch 2022 University of Pennsylvania Carey Law School

A Lesson From Startups: Contracting Out Of Shareholder Appraisal, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

Appraisal is a controversial topic. Policymakers have debated the goals served by the appraisal remedy, and legislatures have repeatedly revised appraisal statutes in an effort to meet those goals while minimizing the cost and potential abuse associated with appraisal litigation. Courts have struggled to determine the most appropriate valuation methodology and the extent to which that methodology should depend on case-specific factors. These difficulties are exacerbated by variation in the procedures by which mergers are negotiated and the potential for conflict-of-interest transactions.

Private ordering offers a market-based alternative to continued legislative or judicial efforts to refine the appraisal remedy. Through …


A Regulatory Budget For The Public Company Accounting Oversight Board, J.W. Verret 2022 Delaware Court of Chancery

A Regulatory Budget For The Public Company Accounting Oversight Board, J.W. Verret

Georgia State University Law Review

The Public Company Accounting Standards Board (PCAOB) was created by the Sarbanes–Oxley Act (SOX) in 2002 in response to the Enron and WorldCom auditing scandals. The PCAOB regulates the $20 billion annual auditing industry, which itself provides assurance for the financial integrity of $27 trillion in outstanding global publicly traded equity. The PCAOB is uniquely a quasi-private entity overseen by the Securities and Exchange Commission (SEC), which approves its budget and must approve any changes in its rules. The PCAOB has undertaken initiatives to attenuate the cost–benefit calculus of its rules, most notably in a change from Auditing Standard 2 …


Universalizing Fraud, Parmida Enkeshafi 2022 Duke Law

Universalizing Fraud, Parmida Enkeshafi

Duke Journal of Constitutional Law & Public Policy Sidebar

The criminal trial of Elizabeth Holmes has reanimated public interest in fraud. Holmes, once a Silicon Valley prodigy, was charged with two counts of conspiracy to commit wire fraud and eleven counts of wire fraud. A jury found Holmes guilty on four counts, potentially subjecting her to 80 years in prison. This Note uses the example of Elizabeth Holmes's case to examine more broadly the role of morality in fraud and argues for a new framework by which to articulate and prosecute fraud.

Criminal jurisprudence has struggled to construct a satisfactory definition of "white-collar crime" since sociologist Edwin H. Sutherland …


Rule 10b-5 Meets Wagon Mound: A New Perspective On Loss Causation, Meiring de Villiers 2022 University of Minnesota Law School

Rule 10b-5 Meets Wagon Mound: A New Perspective On Loss Causation, Meiring De Villiers

Minnesota Journal of Law, Science & Technology

No abstract provided.


International Securities And Capital Markets, Pratibha Jain, Gordon N. Cameron, Precia Darshan, Priscilla Tshibemba, Prashant Prakhar, Ken Kiyohara, Sabin Volciuc-Ionescu 2022 Southern Methodist University

International Securities And Capital Markets, Pratibha Jain, Gordon N. Cameron, Precia Darshan, Priscilla Tshibemba, Prashant Prakhar, Ken Kiyohara, Sabin Volciuc-Ionescu

The Year in Review

No abstract provided.


Theranos: Case Study And Examination Of The Fraud Triangle, Abbey Jennings 2022 University of Arkansas, Fayetteville

Theranos: Case Study And Examination Of The Fraud Triangle, Abbey Jennings

Finance Undergraduate Honors Theses

Fraud is a serious issue which carries significant implications. Fraud committed by top level managers is particularly grievous, as it ripples through a firm, harming the company’s shareholders, employees, and credibility, while posing a threat to individuals and society (Zahra, et al.). A common framework in auditing, the fraud triangle, outlines three factors that if present, increase the risk or enable fraud to occur. The three factors are incentive, opportunity, and rationalization to commit fraud (Barlow).

In 2018, the Securities and Exchange Commission (SEC) charged Elizabeth Holmes, founder and CEO of a supposedly groundbreaking health tech company, Theranos, with what …


How Discretionary Decision-Making Impacts The Financial Performance And Legal Disclosures Of S&P 500 Funds, Bernard S. Sharfman, Vincent Deluard 2022 Brooklyn Law School

How Discretionary Decision-Making Impacts The Financial Performance And Legal Disclosures Of S&P 500 Funds, Bernard S. Sharfman, Vincent Deluard

Brooklyn Law Review

When investment funds track the S&P 500, the index becomes more than just a list of 500 companies. The focus then becomes the financial and regulatory issues that arise from the discretionary decision-making power of the Index Committee that governs the S&P 500. Based on our empirical research and analysis, this article recommends a new principal risk disclosure under SEC Form N-1A, which we refer to as “selection risk,” to be included in the statutory and summary prospectuses of investment funds that track the S&P 500. This type of risk results when the Index Committee uses its discretionary decision-making power …


A True Sense Of Security: How Kirschner V. J.P. Morgan Chase Illustrates The Failings Of The Reves Family-Resemblance Test And The Need To Recognize Some Syndicated Loans As Securities For The Sake Of The Financial System, Aidan D. Mulry 2022 Brooklyn Law School

A True Sense Of Security: How Kirschner V. J.P. Morgan Chase Illustrates The Failings Of The Reves Family-Resemblance Test And The Need To Recognize Some Syndicated Loans As Securities For The Sake Of The Financial System, Aidan D. Mulry

Brooklyn Law Review

Following the 2008 financial crisis, Congress implemented a number of reforms aimed at ensuring that such a man-made disaster—fueled by greed and willful ignorance—is not permitted to happen again. On the surface, these reforms appear to be a success; however, under the surface, there is currently a capital market that is effectively ignored, not only by the reforms passed in the wake of the financial crisis, but by virtually all securities regulation. This capital market, which revolves around so-called syndicated loans, is estimated to be larger than the subprime-mortgage collateralized debt obligations market was at its apex, and yet it …


Cryptocurrency: The Consequences Of A Regulatory Gap In A Rapidly Growing Industry, Claire Sanford 2022 Saint Louis University School of Law

Cryptocurrency: The Consequences Of A Regulatory Gap In A Rapidly Growing Industry, Claire Sanford

SLU Law Journal Online

Digital assets are largely unregulated, which has led to many investors being defrauded without remedy. Various solutions have been proposed to solve the regulatory gap, but none have been successful in practice. In this article, Claire Sanford discusses how the risks associated with cryptocurrency exchanges are distinct from more traditional investments.


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