Open Access. Powered by Scholars. Published by Universities.®

Securities Law Commons

Open Access. Powered by Scholars. Published by Universities.®

5,299 Full-Text Articles 3,419 Authors 3,271,802 Downloads 130 Institutions

All Articles in Securities Law

Faceted Search

5,299 full-text articles. Page 5 of 130.

Soft Law: The Optimal Legal Framework For Global Financial Regulation, Yussuf A. Aleem 2022 Emory University School of Law

Soft Law: The Optimal Legal Framework For Global Financial Regulation, Yussuf A. Aleem

Emory Corporate Governance and Accountability Review

The regulation of global finance comprises an unorthodox legal framework. Unlike other areas of economic regulation or international law, more generally, this framework is not directed through intergovernmental organizations with formal legal status. Moreover, commitments (or best practice standards) made by various regulatory officials are non-binding and subject to significant variation. This departure is especially unique when comparing financial regulation to areas such as international trade law or environmental law.[1]

The purpose of this Paper is to provide a positive analysis explaining the prevalence of this form of “soft” law, and normatively suggest why such a framework is the …


Realizing Diversity, Sustainability, And Stakeholder Capitalism, Peter H. Huang 2022 Emory University School of Law

Realizing Diversity, Sustainability, And Stakeholder Capitalism, Peter H. Huang

Emory Corporate Governance and Accountability Review

Stakeholder capitalism conceives of capitalism with companies maximizing their long-term value, while considering in addition to the interests of their shareholders, also the interests of all their other stakeholders. Examples of such additional stakeholders include customers, employees, communities, creditors, competitors, society at large, and our planet. America today does not have stakeholder capitalism. Instead, America presently has shareholder capitalism, in which publicly held corporations only maximize their stock value to shareholders.

This Essay analyzes proposals for the United States Securities Exchange Commission to require that all reporting companies make periodic mandatory Environmental, Social, and Governance (ESG) disclosures of comparable, standardized, …


An Ocean Apart: The Mandatory Takeover Rule In Brazil And In Europe, Jorge Brito Pereira 2022 Emory University School of Law

An Ocean Apart: The Mandatory Takeover Rule In Brazil And In Europe, Jorge Brito Pereira

Emory Corporate Governance and Accountability Review

The common statement that there are two different regulatory systems concerning the mandatory takeover rule – the market rule system and the equal opportunity system – is, in practice, overly simplistic: facing the choice between freedom and strict regulation on whether the control premium should be proportionally shared with all non-controlling shareholders, some jurisdictions have adopted a hybrid solution. The Brazilian mandatory takeover rule (re)approved in 2001 is a good example. This paper will comprehensively analyse the Brazilian and European rules on mandatory takeover bids, using empirical data about the Brazilian markets and details of various cases that tested the …


Why Antitrust, Not Unionization, Is The Answer To Underpayment Of Student-Athletes, Evan Nelson 2022 Emory University School of Law

Why Antitrust, Not Unionization, Is The Answer To Underpayment Of Student-Athletes, Evan Nelson

Emory Corporate Governance and Accountability Review

This Comment examines whether student-athletes should be allowed to unionize and collectively bargain for their rights and will present a legal argument against the unionization of student-athletes. The reasoning behind this argument is that student-athletes are not employees, and therefore, are not able to unionize. Even if student-athletes were categorized as employees, they would struggle to collectively bargain for their rights due to various states’ laws that prohibit public employees from unionizing. Rather, this Comment argues that the answer to solving college athlete underpayment is through the remedies that can be provided in antitrust law. The reasoning behind this argument …


A Future Of Mandatory Environment, Social, And Governance (Esg) Disclosures: A Review Of Public Comments As A Case Study In The Impact Of Esg, Jessica Dennis Jackson 2022 Emory University School of Law

A Future Of Mandatory Environment, Social, And Governance (Esg) Disclosures: A Review Of Public Comments As A Case Study In The Impact Of Esg, Jessica Dennis Jackson

Emory Corporate Governance and Accountability Review

No abstract provided.


The Big Ban(G) Theory, Max Chen, Liu Ming Xin 2022 Emory University School of Law

The Big Ban(G) Theory, Max Chen, Liu Ming Xin

Emory Corporate Governance and Accountability Review

The term “Big Tech” is referred to: Amazon, Apple, Facebook (Meta), Google and Microsoft. These companies are the five largest multinational online service or computer hardware and software companies and have the top position in the stock market by market share. Data indicated that these five firms have made over 700 acquisitions from 1987 to 2019. (Google 32%, Microsoft 31%, Apple 15%, Amazon 11%, and Facebook 11%). After 2001, The DOJ and FTC began to use NAICS codes to report HSR (Hart-Scott-Rodino) transactions. The code name is NAICS 518 for data processing, hosting, and related services (mainly including Google, Amazon, …


The Extraterritorial Reach Of Section 10(B): A Wolf Hunt Off Wall Street, Radley Gillis 2022 Emory University School of Law

The Extraterritorial Reach Of Section 10(B): A Wolf Hunt Off Wall Street, Radley Gillis

Emory Law Journal

Born to combat the market effects of the Great Depression, the Securities Exchange Act of 1934 protects American investors and maintains American confidence in the U.S. securities market. These objectives are largely accomplished through the imposition of liability from Section 10(b) of the Securities Exchange Act and the SEC’s Rule 10b-5. These federal laws impose civil and criminal penalties for domestic insider trading and securities fraud violations. Because Section 10(b) and Rule 10b-5 only apply domestically, when securities violations occur both within the United States and abroad, the reach of federal law becomes questionable, leaving federal courts with a complex …


Public Safety Concerns And Meeting The Dudenhoeffer Pleading Standard, Douglass G. Brown 2022 Southern Methodist University, Dedman School of Law

Public Safety Concerns And Meeting The Dudenhoeffer Pleading Standard, Douglass G. Brown

Journal of Air Law and Commerce

This Comment analyzes the recent Employee Retirement Income Security Act (ERISA) stock drop cases against The Boeing Company (Boeing) and reviews the underlying pleading standard in these cases that the Supreme Court set forth in Fifth Third Bancorp v. Dudenhoeffer. With the tremendous amount of assets in retirement plans—and specifically in employee stock ownership plans—litigation under ERISA can be extremely costly to employers, especially those in the airline industry that offer these plans. The current pleading standard for stock drop cases has become a practically insurmountable barrier to plaintiffs, even when their employers know they are negligently creating products …


'Are We Doing The Right Thing?' Utilising Security Governance To Reform The Us Drone Program, Jane Minson 2022 The University of Notre Dame Australia

'Are We Doing The Right Thing?' Utilising Security Governance To Reform The Us Drone Program, Jane Minson

Theses

The use of unmanned aerial vehicles, or drones, for counterterrorism purposes by the United States within its targeted killing program has been deeply controversial. Used in each presidential administration since the terrorist attacks of September 11, 2001, drones have sparked debate, in part due to their contribution to civilian deaths; their killing of high-value terrorist targets including, on at least one occasion, a US citizen; and the heightened secrecy that has surrounded the program with little formal oversight and, as such, little accountability. This thesis uses this contextual framework – with a particular focus on the administration of President Barack …


Nontraditional Investors, Jennifer S. Fan 2022 University of Washington School of Law

Nontraditional Investors, Jennifer S. Fan

Articles

In recent years, nontraditional investors have become a major player in the startup ecosystem. Under the regulatory regime of U.S. securities law, those in the public realm are heavily regulated, while those in the private realm are largely left alone. This public-private divide, which is a fundamental organizing principle of securities law, has eroded with the rise of nontraditional investors. While legal scholars have addressed the impact of some of these nontraditional investors individually, their collective impact on deal terms, deal timelines, due diligence, and board configuration has not been discussed in a holistic manner; neither has their impact on …


How To Sell Nfts Without Really Trying, Brian L. Frye 2022 University of Kentucky

How To Sell Nfts Without Really Trying, Brian L. Frye

Law Faculty Scholarly Articles

Something is happening and we don’t know what it is. Suddenly last summer, the internet went nuts for “non-fungible tokens” or “NFTs.” In a matter of months, NFT sales swelled from a sleepy slough of the blockchain to a thundering cataract that shows no sign of slaking. Special NFTs sell for millions of dollars, and some are even securitized. It’s a big business that’s only getting bigger.

But no one seems to know why. Objectively, NFTs are useless, meaningless, and worthless. So why are people willing to pay millions of dollars for them, even begging for the opportunity? Maybe it …


Barbarians Inside The Gates: Raiders, Activists, And The Risk Of Mistargeting, Zohar Goshen, Reilly S. Steel 2022 Columbia Law School

Barbarians Inside The Gates: Raiders, Activists, And The Risk Of Mistargeting, Zohar Goshen, Reilly S. Steel

Faculty Scholarship

This Article argues that the conventional wisdom about corporate raiders and activist hedge funds — raiders break things and activists fix them — is wrong. Because activists have a higher risk of mistargeting — mistakenly shaking things up at firms that only appear to be underperforming — they are much more likely than raiders to destroy value and, ultimately, social wealth.

As corporate outsiders who challenge the incompetence or disloyalty of incumbent management, raiders and activists play similar roles in reducing “agency costs” at target firms. The difference between them comes down to a simple observation about their business models: …


Shifting Influences On Corporate Governance: Capital Market Completeness And Policy Channeling, Ronald J. Gilson, Curtis J. Milhaupt 2022 Columbia Law School

Shifting Influences On Corporate Governance: Capital Market Completeness And Policy Channeling, Ronald J. Gilson, Curtis J. Milhaupt

Faculty Scholarship

Corporate governance scholarship is typically portrayed as driven by single factor models, for example, shareholder value maximization, director primacy or team production. These governance models are Copernican; one factor is or should be the center of the corporate governance solar system. In this essay, we argue that, as with binary stars, the shape of the governance system is at any time the result of the interaction of two central influences, which we refer to as capital market completeness and policy channeling. In contrast to single factor models, which reflect a stable normative statement of what should drive corporate governance, in …


The Sec’S Climate Disclosure Rule: Critiquing The Critics, George S. Georgiev 2022 Emory University School of Law

The Sec’S Climate Disclosure Rule: Critiquing The Critics, George S. Georgiev

Faculty Articles

Climate change is an existential phenomenon, which entails a wide variety of physical risks as well as sizeable but underappreciated economic risks. In March 2022, the U.S. Securities and Exchange Commission (SEC) moved to address some of the information gaps related to the effects of climate change on firms by proposing a rule that requires public companies to report detailed and standardized information about important climate-related matters for the benefit of investors and markets. Though the rule proposal was welcomed by many market participants, it was also met with a level of opposition that was unusual in both its intensity …


Governing Fintech 4.0: Bigtech, Platform Finance, And Sustainable Development, Douglas Arner, Ross Buckley, Kuzi Charamba, Artem Sergeev, Dirk Zetzsche 2022 Kerry Holdings Professor in Law, RGC Senior Fellow in Digital Finance and Sustainable Development, and Associate Director, HKU-Standard Chartered Foundation FinTech Academy, University of Hong Kong

Governing Fintech 4.0: Bigtech, Platform Finance, And Sustainable Development, Douglas Arner, Ross Buckley, Kuzi Charamba, Artem Sergeev, Dirk Zetzsche

Fordham Journal of Corporate & Financial Law

Over the past 150 years, finance has evolved into one of the world’s most globalized, digitized, and regulated industries. Digitalization has transformed finance, but also enabled new entrants over the past decade in the form of technology companies, especially FinTechs and BigTechs. As a highly digitalized industry, incumbents and new entrants alike are increasingly pursuing similar approaches and models, focusing on the economies of scope and scale typical of finance and the network effects typical of data. Predictably, this has resulted in the emergence of large digital finance platforms. We argue that the combination of digitalization, new entrants (especially BigTechs), …


Here To Stay: Wrestling With The Future Of The Quickly Maturing Spac Market, Matthew Diller, Rick Fleming, Stephen Fraidin, AJ Harris, Gregory F. Laufer, Mark Lebovitch, Gregg A. Noel, Hester M. Peirce, Usha R. Rodrigues, Mike Stegemoller, Verity Winship, Douglas Ellenoff 2022 Fordham University School of Law

Here To Stay: Wrestling With The Future Of The Quickly Maturing Spac Market, Matthew Diller, Rick Fleming, Stephen Fraidin, Aj Harris, Gregory F. Laufer, Mark Lebovitch, Gregg A. Noel, Hester M. Peirce, Usha R. Rodrigues, Mike Stegemoller, Verity Winship, Douglas Ellenoff

Fordham Journal of Corporate & Financial Law

No abstract provided.


Temporary Securities Regulation, Anita K. Krug 2022 Chicago-Kent College of Law

Temporary Securities Regulation, Anita K. Krug

Washington and Lee Law Review

In times of crisis, including during the 2020–2021 global pandemic, the U.S. Securities and Exchange Commission (SEC) has engaged in a type of securities regulation that few scholars have acknowledged, let alone evaluated. Specifically, during recent market crises, the SEC adopted rules that are temporary, designed to help the securities markets and their participants— both public companies and public investment funds, such as mutual funds and ETFs—weather the crisis at hand but go no further. Once that goal has been accomplished, these rules usually expire, replaced by the permanent rules that they temporarily supplanted. Although the temporary-rulemaking endeavor is laudable—and …


Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin 2021 Brigham Young University Law School

Relational Enforcement Of Stock Exchange Rules, Geeyoung Min, Kwon-Yong Jin

BYU Law Review

Stock exchanges, as regulating entities supervised by the Securities and Exchange Commission (SEC), have wielded their rulemaking power on various corporate governance issues, ranging from the independent board committee requirement adopted in 2003 to the board diversity requirement approved in 2021. Simultaneously, as for-profit corporate entities, major stock exchanges have been competing against each other to attract and retain more companies. This dual status of stock exchanges — as regulators and as profit driven entities — brings into question the stock exchanges' incentive to enforce their own rules against listed companies. What happens if a listed company violates stock exchange …


State Securities Enforcement, Andrew K. Jennings 2021 Brigham Young University Law School

State Securities Enforcement, Andrew K. Jennings

BYU Law Review

Each year, state securities regulators bring over twice the enforcement actions brought by the Securities and Exchange Commission, yet their work is largely missing from the literature. This Article provides an institutional account of state securities enforcement and identifies two key advantages — detection granularity and institutional decentralization — that states enjoy over their federal counterparts in policing localized frauds involving individual, often small-dollar, victims. Although states share enforcement jurisdiction with the SEC and DOJ, their enforcement activity reflects their institutional advantages and constraints and thus largely does not overlap with that of federal authorities. Instead, states serve as the …


Spactivism, Sharon Hannes, Adi Libson, Gideon Parchomovsky 2021 Tel Aviv University

Spactivism, Sharon Hannes, Adi Libson, Gideon Parchomovsky

Faculty Scholarship at Penn Carey Law

In this Essay, we propose a modified version of the SPAC designed to allow the public to participate in the world of corporate activism. Unlike existing SPACs, our version is designed for investments in public companies in order to change their course of action, not in private companies in order to make them go public, and overcomes many of the problems that pertain conventional SPACs. At present, direct investment in activism is reserved to affluent individuals and other professional investors of activist hedge funds. The public at large is barred from directly entering the activist arena. The current model comes …


Digital Commons powered by bepress