What Exactly Is Market Integrity? An Analysis Of One Of The Core Objectives Of Securities Regulation, 2017 College of William & Mary Law School
What Exactly Is Market Integrity? An Analysis Of One Of The Core Objectives Of Securities Regulation, Janet Austin
William & Mary Business Law Review
One of the main objectives of securities regulation around the world is to protect the integrity or fairness of the markets. This, together with protecting investors, improving the efficiency of markets, and protecting the markets from systemic risk, form the four fundamental goals of securities regulation.
However, what exactly is envisaged by this concept of market integrity or fairness? Are these simply norms of behaviour incapable of further definition? Despite their importance, relatively little attention has been given to these concepts in the literature. Do they, for example, require securities regulators to just work towards eliminating dishonest trading practices such ...
The Logic And Limits Of Event Studies In Securities Fraud Litigation, 2017 University of Pennsylvania Law School
The Logic And Limits Of Event Studies In Securities Fraud Litigation, Jill E. Fisch, Jonah B. Gelbach, Jonathan Klick
Event studies have become increasingly important in securities fraud litigation after the Supreme Court’s decision in Halliburton II. Litigants have used event study methodology, which empirically analyzes the relationship between the disclosure of corporate information and the issuer’s stock price, to provide evidence in the evaluation of key elements of federal securities fraud, including materiality, reliance, causation, and damages. As the use of event studies grows and they increasingly serve a gatekeeping function in determining whether litigation will proceed beyond a preliminary stage, it will be critical for courts to use them correctly.
This Article explores an array ...
The Presidency, Congressional Republicans, And The Future Of Financial Reform, 2017 University of Pennsylvania
The Presidency, Congressional Republicans, And The Future Of Financial Reform, Peter Conti-Brown
Penn Wharton Public Policy Initiative
This brief examines the tension between the Republican ideological commitment to curbing executive power and the opportunity Republicans now have for Trump to dominate the direction of financial regulatory reform. The discussion will focus on three key policy outcomes that Republicans have sought during the last six years: reforming the Federal Reserve, overhauling the Consumer Financial Protection Bureau, and changing the way in which the nation’s largest financial institutions are designated and regulated.
Taft V. Bowers: The Foundation For Non-Recognition Provisions In The Income Tax, 2017 Boston College Law School
Taft V. Bowers: The Foundation For Non-Recognition Provisions In The Income Tax, James R. Repetti
Boston College Law School Faculty Papers
Taft v. Bowers is a Supreme Court decision that is rarely studied in law schools or discussed by scholars. Yet, it is a case of vast significance. In the Taft decision, the Supreme Court confirmed that Congress may create non-recognition exceptions to the income tax that merely defer the recognition of income, rather than permanently exclude it. If the Taft case had been decided differently, it is likely that the number of non-recognition provisions in the Internal Revenue Code ("Code") would be significantly reduced.
Sec Enforcement Attorneys: Should I Stay Of Should I Go?, 2017 University of Michigan Law School
Sec Enforcement Attorneys: Should I Stay Of Should I Go?, Adam C. Pritchard, Stephen J. Choi
Law & Economics Working Papers
We examine the career paths of attorneys in the Enforcement Division at the SEC. Using a variety of performance metrics, we find evidence that long term lawyers and lawyers in regional offices do not perform as well as other SEC attorneys. We also report that men and women may differ in their career paths in this field. We find that early-stage female attorneys perform just as well as male attorneys. Notwithstanding their comparable performance, these early-stage women are less likely to get a raise or promotion. We find that women are more likely to stay at the SEC, at least ...
A Glass Half-Empty Approach To Securities Regulation, 2017 University of Idaho College of Law
A Glass Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture
In this Article, I propose a novel approach, which I call the “glass-half-empty” approach, to analyze the appropriate boundaries of securities regulation. This approach assumes a baseline of “full” regulation and then analyzes which regulations should be stripped away because the costs exceed the benefits. This is the opposite of the traditional approach, which assumes a baseline of zero regulation, identifies a market failure, and then weighs the costs and benefits of regulatory intervention.
Although, in theory, the two approaches should reach the same conclusions about the appropriate bounds of securities regulation, the glass-half-empty approach yields new insights because it ...
Dictation And Delegation In Securities Regulation, 2017 University of Georgia School of Law
Dictation And Delegation In Securities Regulation, Usha Rodrigues
When Congress undertakes major financial reform, either it dictates the precise contours of the law itself or it delegates the bulk of the rulemaking to an administrative agency. This choice has critical consequences. Making the law self-executing in federal legislation is swift, not subject to administrative tinkering, and less vulnerable than rulemaking to judicial second-guessing. Agency action is, in contrast, deliberate, subject to ongoing bureaucratic fiddling and more vulnerable than statutes to judicial challenge.
This Article offers the first empirical analysis of the extent of congressional delegation in securities law from 1970 to the present day, examining nine pieces of ...
One Size Does Not Fit All: A Contextual Approach To Fiduciary Duties Owed To Preferred Stockholders From Venture Capital To Public Preferred To Family Business, 2017 Case Western University School of Law
One Size Does Not Fit All: A Contextual Approach To Fiduciary Duties Owed To Preferred Stockholders From Venture Capital To Public Preferred To Family Business, Juliet P. Kostritsky
This Article examines whether corporations should owe fiduciary duties to its preferred stockholders as preferred stockholders across all settings of preferred stock holding. In one context, sophisticated venture capitalists purchase preferred stock after carefully negotiating the stock price, control over the corporate governance, and other key stipulations by contract. Additionally, because the initial preferred stockholder could protect its interests through staged financing or board control, the preferred stockholder might not discount the stock even if it lacked protection since the other protective devices made the lack of such protections inconsequential so the initial holders won’t pay for these added ...
Standing Voting Instructions: Empowering The Excluded Retail Investor, 2017 University of Pennsylvania Law School
Standing Voting Instructions: Empowering The Excluded Retail Investor, Jill E. Fisch
Despite the increasing importance of shareholder voting, regulators have paid little attention to the rights of retail investors who own approximately 30% of publicly traded companies but who vote less than 30% of their shares. A substantial factor contributing to this low turnout is the antiquated mechanism by which retail investors vote. The federal proxy voting rules place primary responsibility for facilitating retail voting in the hands of custodial brokers who have limited incentives to develop workable procedures, and current regulatory restrictions impede market-based innovation that incorporate technological innovations.
One of the most promising such innovations is standing voting instructions ...
Constraining Monitors, 2017 Notre Dame Law School
Constraining Monitors, Veronica Root
Monitors oversee remediation efforts at dozens, if not hundreds, of institutions that are guilty of misconduct. The remediation efforts that the monitors of today engage in are, in many instances, quite similar to activities that were once subject to formal court oversight. But as the importance and power of monitors has increased, the court’s oversight of monitors and the agreements that most often result in monitorships has, at best, been severely diminished and, at worst, vanished altogether. Additionally, statutory efforts to provide formal guidance and restrictions on monitorships have stalled and published bar guidance has taken a nonbinding advisory ...
Insider Trading Flaw: Toward A Fraud-On-The-Market Theory And Beyond, 2017 American University Washington College of Law
Insider Trading Flaw: Toward A Fraud-On-The-Market Theory And Beyond, Kenneth R. Davis
American University Law Review
No abstract provided.
The Overlooked Daisy Chain Problem In Salman, 2017 University of the Pacific, McGeorge School of Law
The Overlooked Daisy Chain Problem In Salman, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
In Salman v. United States, the Supreme Court granted certiorari to resolve a conflict with United States v. Newman as to when corporate insiders receive sufficient personal benefit from making gifts of inside information to make the tip and consequent trade illegal. This Essay explores an overlooked aspect of these cases, the “daisy chain problem,” which involves how the personal benefit element for illegal tipping applies to the subsequent tips that occur when the recipient of information from the corporate insider, in turn, passes the information on to others. This daisy chain problem could potentially distinguish the facts of Salman ...
Piling On? An Empirical Study Of Parallel Derivative Suits, 2017 University of Richmond
Piling On? An Empirical Study Of Parallel Derivative Suits, Jessica Erickson
Law Faculty Publications
Using a sample of all companies named as defendants in securities class actions between July 1, 2005 and December 31, 2008, we study parallel suits relying on state corporate law arising out of the same allegations as the securities class actions. We test several ways that parallel suits may add value to a securities class action. Most parallel suits target cases involving obvious indicia of wrongdoing. Moreover, we find that although a modest percentage of parallel suits are filed first, over 80 percent are filed after a securities class action (termed “follow-on” parallel suits). We find that parallel suits and ...
Security Interests In Book-Entry Securities In Japan: Should Japanese Law Embrace Perfection By Control Agreement And Security Interests In Securities Accounts?, Kumiko Koens, Charles W. Mooney Jr.
The paper proposes two significant modifications of Japan’s Act on Transfer of Bonds, Shares, etc. (BETA). First, it suggests the control agreement method of transferring an interest in securities that is effective against third parties. Under the BETA, the creation of an effective interest in book-entry securities requires book entries in the securities accounts of the transferor and the transferee. Under the control agreement approach, the transferor, transferee, and the transferor’s securities intermediary would agree that (i) the intermediary would act on the instructions of the transferee with respect to securities credited to the transferor’s securities account ...
The Seventeenth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities And Financial Law At The Fordham Corporate Law Center, 2017 Fordham University School of Law
The Seventeenth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities And Financial Law At The Fordham Corporate Law Center, Matthew Diller, Ben Indek, Ira D. Hammerman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Dodd-Frank And The Spoofing Prohibition In Commodities Markets, 2017 J.D. Candidate, Fordham University School of Law, 2017
Dodd-Frank And The Spoofing Prohibition In Commodities Markets, Meric Sar
Fordham Journal of Corporate & Financial Law
The Dodd-Frank Act amended the Commodity Exchange Act and adopted an explicit prohibition regarding activity commonly known as spoofing in commodities markets. This Note argues that the spoofing prohibition is a necessary step towards improved market discipline and price integrity in the relevant commodities markets. It fills an important gap in the CEA in relation to an elusive form of price manipulation activity by providing an explicit statutory authority on which regulators and market operators may rely in policing suspect trading strategies falling under the spoofing umbrella.
Congress’ explicit denouncement of spoofing as an illegal act has ramifications not only ...
Quasi-Appraisal: Appraising Breach Of Duty Of Disclosure Claims Following "Cash-Out" Mergers In Delaware, 2017 J.D. Candidate, Fordham University School of Law
Quasi-Appraisal: Appraising Breach Of Duty Of Disclosure Claims Following "Cash-Out" Mergers In Delaware, Zachary A. Paiva
Fordham Journal of Corporate & Financial Law
In recent years, Delaware has served as the hot bed for the dramatic increase in merger appraisal litigation and the proliferation of “appraisal arbitrage” whereby opportunistic shareholders buy into companies following merger announcements and challenge announced deal prices as an investment strategy. While this has not always proved profitable, it has increased scrutiny over the Delaware appraisal regime and the ability for shareholders to avail themselves of the opportunity for a judicial valuation of their shares. Furthermore, it has highlighted information asymmetries in which controlling shareholders, particularly those seeking to cash out their minority shareholders, are incentivized to underpay or ...
The Great Etf Tax Swindle: The Taxation Of In-Kind Redemptions, 2017 Fordham University School of Law
The Great Etf Tax Swindle: The Taxation Of In-Kind Redemptions, Jeffrey Colon
Since the repeal of the General Utilities doctrine over 30 years ago, corporations must recognize gain when distributing appreciated property to their shareholders. Regulated investment companies (RICs), which generally must be organized as domestic corporations, are exempt from this rule when distributing property in kind to a redeeming shareholder. In-kind redemptions, while rare for mutual funds, are a fundamental feature of exchange-traded funds (ETFs). Because fund managers decide which securities to distribute, they distribute assets with unrealized gains and thereby significantly reduce the future tax burdens of their current and future shareholders. Many ETFs have morphed into investment vehicles that ...
A Legal Analysis On Enterprises Overseas Fundraising -- A Comparison Between The U.S. Market And The Taiwanese Market, 2017 Indiana University Maurer School of Law
A Legal Analysis On Enterprises Overseas Fundraising -- A Comparison Between The U.S. Market And The Taiwanese Market, Ke Ho
Theses and Dissertations
Since the 1990’s, Taiwan’s government has made efforts to upgrade economic development by attraction more foreign enterprises to enter the domestic capital market. However, in the early 2000s, statistics indicated that the number of such new enterprise listings in Taiwan actually decreased. Some believe a very important factor in the decrease to the number of new listings in Taiwan is the current regulatory framework’s lack of flexibility. It is assumed that the regulatory intensity for foreign enterprises is very high. In order to review this intensity on the foreign issuer, this dissertation presents research on the law ...
1000 Days Late & $1 Million Short: The Rise And Rise Of Intrastate Equity Crowdfunding, 2017 University of Minnesota-Twin Cities
1000 Days Late & $1 Million Short: The Rise And Rise Of Intrastate Equity Crowdfunding, Timothy M. Joyce
Minnesota Journal of Law, Science & Technology
No abstract provided.