Morality And Securities Fraud, 2017 Marquette University Law School
Morality And Securities Fraud, Jayme Herschkopf
Marquette Law Review
Securities fraud features prominently in conversations about financial reform, and for good reason. In addition to the disproportionate number of securities fraud lawsuits and government actions filed every year, securities fraud case law is frequently consulted as an analytical aid for other types of corporate fraud. And yet, in discussing the interpretation and application of the securities laws, scholars, judges, and lawmakers alike have largely overlooked a feature of securities fraud that could offer significant assistance in many challenging areas: namely, that securities fraud, including civil securities fraud, has a pronounced moral dimension.
This Article explores the role that moral …
Protecting Whistleblowing (And Not Just Whistleblowers), 2017 University of Michigan Law School
Protecting Whistleblowing (And Not Just Whistleblowers), Evan J. Ballan
Michigan Law Review
When the government contracts with private parties, the risk of fraud runs high. Fraud against the government hurts everyone: taxpayer money is wasted on inferior or nonexistent products and services, and the public bears the burdens attendant to those inadequate goods. To combat fraud, Congress has developed several statutory frameworks to encourage whistleblowers to come forward and report wrongdoing in exchange for a monetary reward. The federal False Claims Act allows whistleblowers to file an action in federal court on behalf of the United States, and to share in any recovery. Under the Dodd- Frank Act, the SEC Office of …
Crowdfunding Signals, 2017 William & Mary Law School
Murky Skies Ahead! Analyzing Executive Authority And Future Policies Regarding Corporate Disclosure Of Greenhouse Gases, 2017 William & Mary Law School
Murky Skies Ahead! Analyzing Executive Authority And Future Policies Regarding Corporate Disclosure Of Greenhouse Gases, Chandler Crenshaw
William & Mary Environmental Law and Policy Review
No abstract provided.
Piling On? An Empirical Study Of Parallel Derivative Suits, 2017 New York University Law School
Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard
Articles
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, …
Break From Tradition: Questioning The Primacy Of Self-Regulation In American Securities Law, 2017 Kilpatrick Townsend & Stockton LLP
Break From Tradition: Questioning The Primacy Of Self-Regulation In American Securities Law, John I. Sanders
Michigan Business & Entrepreneurial Law Review
This Comment outlines the circular path of American securities law—one that begins and ends with the primacy of self-regulation. Part I of this paper describes American securities law between 1792 and 1911 (the “Buttonwood Era”). In this era, a group of New York stock brokers utilized private contract law to create securities regulation for their private club, thereby establishing a tradition of self-regulation. Part II describes a short period of history in which individual states attempted to regulate the se-curities market through state statutes, the so-called “Blue Sky Laws.” Part III details the creation of the federal securities law regime …
M-U-N-I: Evidencing The Inadequacies Of The Municipal Securities Regulatory Framework, 2017 University of Missouri School of Law
M-U-N-I: Evidencing The Inadequacies Of The Municipal Securities Regulatory Framework, John Carriel
The Business, Entrepreneurship & Tax Law Review
This article argues that the current regulation of the minicipal securities market is inadequate, and that regulatory reform is not only necessary but also permissible as the Securities and Exchange Commission has the legal authority under the current statutory framework to substantially remedy such inadequacy. In making this argument, this article focuses on the legislative history of the Securities Reform Act of 1975, analyses of statutory text, the current regulatory framework surrounding the municipal securities market, prior attempts to effect regulatory reform, and one of the principal issues with the current regulatory framework - the lack of uniform accounting principles …
Madden V. Midland Funding Llc: Uprooting The National Bank Act’S Power Of Preemption, 2017 IIT Chicago-Kent College of Law
Madden V. Midland Funding Llc: Uprooting The National Bank Act’S Power Of Preemption, Andrew Silvia
Chicago-Kent Law Review
No abstract provided.
Is Say On Pay All About Pay? The Impact Of Firm Performance, 2017 University of Pennsylvania Law School
Is Say On Pay All About Pay? The Impact Of Firm Performance, Jill E. Fisch, Darius Palia, Steven Davidoff Solomon
Steven M. Davidoff Solomon
The Dodd-Frank Act of 2010 mandated a number of regulatory reforms including a requirement that large U.S. public companies provide their shareholders with the opportunity to cast a non-binding vote on executive compensation. The “say on pay” vote was designed to rein in excessive levels of executive compensation and to encourage boards to adopt compensation structures that tie executive pay more closely to performance. Although the literature is mixed, many studies question whether the statute has had the desired effect. Shareholders at most companies overwhelmingly approve the compensation packages, and pay levels continue to be high. Although a lack of …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, 2017 Fordham University School of Law
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Sean J. Griffith, Steven D. Solomon, Jill E. Fisch
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
Leverage: State Enforcement Actions In The Wake Of The Robo-Sign Scandal, 2017 University of Maine School of Law
Leverage: State Enforcement Actions In The Wake Of The Robo-Sign Scandal, Raymond H. Brescia
Maine Law Review
In the fall of 2010, the revelations that tens of thousands of foreclosure filings across the nation were likely fraudulent—if not outright criminal—sparked a nation-wide investigation by all fifty state attorneys general to assess the extent of the scandal and its potential impacts, but also to consider likely legal and policy responses to such behavior. One of the tools at the state attorneys general’s disposal that might rein in this behavior includes each state’s Unfair and Deceptive Acts and Practices (UDAP) laws. Such laws typically prohibit “unfair” and “deceptive” practices, which are described loosely in these laws, and often give …
230+ Law And Economics Professors Urge President To Remove Isds From Nafta, 2017 Columbia Law School
230+ Law And Economics Professors Urge President To Remove Isds From Nafta, Columbia Center On Sustainable Investment
Columbia Center on Sustainable Investment Staff Publications
CCSI helped launch a letter signed by over 230 law and economics professors urging President Trump to remove ISDS provisions from NAFTA. As the letter notes, the ISDS mechanism “undermines the important roles of our domestic and democratic institutions, threatens domestic sovereignty, and weakens the rule of law.” The letter builds upon the center’s past work, including a similar letter published last year calling on Congress to reject the Trans Pacific Partnership for its inclusion of ISDS, and broader analyses of both the threat that ISDS poses to domestic US law and of the ISDS provisions that were included in …
Green Foreign Direct Investment In Developing Countries, 2017 Columbia Law School, Columbia Center on Sustainable Investment
Green Foreign Direct Investment In Developing Countries, Lise Johnson
Columbia Center on Sustainable Investment Staff Publications
The message is by now clear: our global economy must be fundamentally reoriented and redeployed in order to achieve the SDGs and the commitments of the Paris Climate Agreement. This requires action by all stakeholders, including non-financial and financial firms, debt and equity investors, government policymakers, and consumers. In terms of the amount of money required, it has been estimated that meeting the SDGs will require $5 to $7 trillion annually, with investment needs for developing countries amounting to roughly $3.3 to $4.5 trillion per year. While a big picture view of and strategic thinking regarding the entire economic ecosystem …
Designing A Legal Regime To Capture Capital Gains Tax On Indirect Transfers Of Mineral And Petroleum Rights: A Practical Guide, 2017 Columbia Law School, Columbia Center on Sustainable Investment
Designing A Legal Regime To Capture Capital Gains Tax On Indirect Transfers Of Mineral And Petroleum Rights: A Practical Guide, Perrine Toledano, John Bush, Jacky Mandelbaum
Columbia Center on Sustainable Investment Staff Publications
When a local asset (or a right relating to such asset) is sold, a country will generally have jurisdiction to levy a capital gains tax on the sale, both under domestic law and international treaty. This is called taxation of a “direct” transfer of a local asset. However, taxation becomes increasingly complicated when a company located offshore owns the local asset. Further difficulties arise when the local asset is held by a chain of corporations located in tax havens. An “indirect” transfer occurs when the shares of the domestic subsidiary, the shares of the foreign company with a branch in …
India’S Revised Model Bit: Two Steps Forward, One Step Back?, 2017 Columbia Law School, Columbia Center on Sustainable Development
India’S Revised Model Bit: Two Steps Forward, One Step Back?, Jesse Coleman, Kanika Gupta
Columbia Center on Sustainable Investment Staff Publications
In December 2015, the Indian government approved the final text of its revised model bilateral investment treaty (BIT). Shortly thereafter, in February 2016, India published a joint interpretative statement to clarify its understanding of certain treaty provisions found in existing Indian treaties. These recent developments in Indian investment treaty policy are products of a multi-year review process ,prompted at least in part by the 2011 finding against India in the White Industries claim - the first such known finding against the state – and by several notices of dispute received following the determination in that case.
A Global Body And A Global Problem: The Curious Case Of The G-20 And Securities Regulation, 2017 Cornell Law School
A Global Body And A Global Problem: The Curious Case Of The G-20 And Securities Regulation, Tamilla Nurizada
Cornell International Law Journal
No abstract provided.
What’S (Still) Wrong With Credit Ratings?, 2017 University of Washington School of Law
What’S (Still) Wrong With Credit Ratings?, Frank Partnoy
Washington Law Review
Scholars and regulators generally agree that credit rating agency failures were at the center of the recent financial crisis. Congress responded to these failures with reforms in the 2010 Dodd-Frank Act. This Article demonstrates that those reforms have failed. Instead, regulators have thwarted Congress’s intent at every turn. As a result, the major credit rating agencies continue to be hugely profitable, yet generate little or no informational value. The fundamental problems that led to the financial crisis—overreliance on credit ratings, a lack of oversight and accountability, and primitive methodologies—remain as significant as they were before the financial crisis. This Article …
Reviving Reliance, 2017 Tulane Law School
Reviving Reliance, Ann M. Lipton
Fordham Law Review
This Article explores the misalignment between the disclosure requirements of the federal securities laws and the private causes of action available to investors to enforce those requirements. Historically, federally mandated disclosures were designed to allow investors to set an appropriate price for publicly traded securities. Today’s disclosures, however, also enable stockholders to participate in corporate governance and act as a check on managerial misbehavior. To enforce these requirements, investors’ chief option is a claim under the general antifraud statute, section 10(b) of the Securities Exchange Act of 1934. But courts are deeply suspicious of investors’ attempts to use the Act …
Enforcement Of Corporate And Securities Laws In India: The Arrival Of The Class Action?, 2017 University of Michigan Law School
Enforcement Of Corporate And Securities Laws In India: The Arrival Of The Class Action?, Vikramaditya S. Khanna
Book Chapters
Chapter from Enforcement of Corporate and Securities Law: China and the World. Howson, N.C. and Huang, R.H., eds.
Corporate governance in Asia has garnered a great deal of recent scholarly attention.1 One topic that permeates discussions across countries is the enforcement of corporate and securities laws – with some countries relying primarily on public enforcement (i.e. enforcement by government) while others rely on some combination of public and private enforcement (i.e. enforcement by private shareholders). Further, understanding how enforcement is operationalised and its concomitant strengths and weaknesses enables us to better appreciate the actual corporate governance situation in many …
Distributed Governance, 2017 Stetson University
Distributed Governance, Carla L. Reyes, Nizan Geslevich Packin, Ben Edwards
William & Mary Law Review Online
Distributed ledger technology disrupts traditional business organizations by introducing new business entities without the directors and officers of traditional corporate entities. Although these emerging entities offer intriguing possibilities, distributed entities may suffer significant collective action problems and expose investors to catastrophic regulatory and governance risks. Our Article examines key considerations for stakeholders and argues that distributed entities must be carefully structured to function effectively. This Article breaks new ground by critically examining distributed entities. We argue that a distributed model is most appropriate when distributed ledger technology solves a unique corporate governance problem. We caution against ignoring the lessons painstakingly …