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3,697 full-text articles. Page 6 of 87.

The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr. 2017 University of Kentucky

The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr.

Rutheford B Campbell Jr.

In our market economy, imposing rules on capital formation makes economic sense. Well-constructed rules regarding capital formation can promote the efficient flow of capital to its highest and best use and prevent or ameliorate fraud or unfairness to investors. These rules, however, generate additional offering costs that may retard or in some cases completely choke off the flow of capital from investors to businesses. The problem with state blue sky laws is their registration requirements, which significantly impede efficient capital formation and provide no material economic or societal benefits, such as protection of investors from fraud.


To Be A "Whistleblower," Or Not To Be A "Whistleblower? " That Is The Question-Whether 'Tis Nobler In The Mind Of The Courts To Suffer For Reporting Wrongdoing To The Sec Or Employers Internally: Examining The Recent Circuit Split Regarding The Definition Of A Whistleblower Under Dodd-Frank, Luke I. Landers 2017 Pepperdine University

To Be A "Whistleblower," Or Not To Be A "Whistleblower? " That Is The Question-Whether 'Tis Nobler In The Mind Of The Courts To Suffer For Reporting Wrongdoing To The Sec Or Employers Internally: Examining The Recent Circuit Split Regarding The Definition Of A Whistleblower Under Dodd-Frank, Luke I. Landers

The Journal of Business, Entrepreneurship & the Law

Under the current state of the law, the circuit courts are split over whether an employee must report corporate wrongdoing directly to the Securities and Exchange Commission (SEC), or report wrongdoing to a company’s management in order to receive whistleblower protection under Dodd–Frank. The resolution of this circuit split not only will have implications for American employees caught in situations similar to the fiction above, but also will provide a prime opportunity for the Supreme Court to clarify how courts are to understand the interpretive and deferential relationship between the language of legislative statutes and their corresponding bureaucratic ...


Regulating Moral Hazard: The True Risk Of Dodd-Frank's Risk Retention Requirement, Ethan T. Mobley 2017 Pepperdine University

Regulating Moral Hazard: The True Risk Of Dodd-Frank's Risk Retention Requirement, Ethan T. Mobley

The Journal of Business, Entrepreneurship & the Law

Dodd–Frank was implemented in response to the Great Recession as a means to curb abuses on Wall Street. The Act mandated broad reform of the financial system, and in particular, required regulators to promulgate rules controlling the complex structure of Asset-Backed Security (ABS). Dodd–Frank required securitizers to retain a portion of the credit risk associated with ABS. The goal was to curb moral hazard—the market failure commonly blamed for the Financial Crisis. However, there is reason to believe Dodd–Frank may “not adequately address” the moral hazard problem. In Part I, this Article will set forth the ...


The Legal Aspects Of Portfolio Margining: A Move Toward The Lsoc Model, Christian Chamorro-Courtland 2017 Pepperdine University

The Legal Aspects Of Portfolio Margining: A Move Toward The Lsoc Model, Christian Chamorro-Courtland

The Journal of Business, Entrepreneurship & the Law

This Article focuses on the legal aspects of “portfolio margining” in the United States and their potential for reducing costs and facilitating the management of collateral for the participants involved. First, this Article outlines the level of protection that customer “margin” deposits receive in clearing systems using a Central Counterparty (CCP). Second, it explains the process of portfolio margining from a legal perspective and discusses the benefits of adopting these arrangements. Thirdly, it argues that adopting the “Legal Segregation and Operationally Commingled Model” (LSOC Model) in the futures industry can facilitate the implementation of portfolio margining. Finally, the conclusion explains ...


Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson 2017 Pepperdine University

Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson

The Journal of Business, Entrepreneurship & the Law

In the early 2000s, major accounting scandals involving reporting violations and audit failures sent the United States financial markets into turmoil. Congress and President George W. Bush reacted to the controversy by passing the Public Company Accounting Reform and Investor Protection Act, better known as the Sarbanes–Oxley Act (SOX), in July of 2002. Section 304 created an explicit procedure, whereby the SEC could disgorge or clawback a CEO or CFO’s incentive-based compensation or stock gains when such profits were based on inflated financial statements later required to be restated to reflect the company’s true financial position. When ...


Securities Regulation In Virtual Space, Eric C. Chaffee 2017 University of Toledo College of Law

Securities Regulation In Virtual Space, Eric C. Chaffee

Washington and Lee Law Review

No abstract provided.


Reconceptualizing The Whistleblower's Dilemma, Miriam Baer 2017 Brooklyn Law School

Reconceptualizing The Whistleblower's Dilemma, Miriam Baer

Faculty Scholarship

No abstract provided.


Getting Specific About The Policy And Tools Of Securities Regulation: A Limited Response To Diversifying To Mitigate Risk: Can Dodd–Frank Section 342 Help Stabilize The Financial Sector?, Joan MacLeod Heminway 2017 The University of Tennessee College of Law

Getting Specific About The Policy And Tools Of Securities Regulation: A Limited Response To Diversifying To Mitigate Risk: Can Dodd–Frank Section 342 Help Stabilize The Financial Sector?, Joan Macleod Heminway

Washington and Lee Law Review Online

No abstract provided.


The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr. 2017 University of Kentucky

The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr.

Law Faculty Popular Media

In our market economy, imposing rules on capital formation makes economic sense. Well-constructed rules regarding capital formation can promote the efficient flow of capital to its highest and best use and prevent or ameliorate fraud or unfairness to investors. These rules, however, generate additional offering costs that may retard or in some cases completely choke off the flow of capital from investors to businesses. The problem with state blue sky laws is their registration requirements, which significantly impede efficient capital formation and provide no material economic or societal benefits, such as protection of investors from fraud.


Sec In-House Tribunals: A Call For Reform, Drew Thornley, Justin Blount 2017 Villanova University Charles Widger School of Law

Sec In-House Tribunals: A Call For Reform, Drew Thornley, Justin Blount

Villanova Law Review

No abstract provided.


Are Disclosures Really Standardized? An Empirical Analysis, Uri Benoliel 2017 Villanova University Charles Widger School of Law

Are Disclosures Really Standardized? An Empirical Analysis, Uri Benoliel

Villanova Law Review

No abstract provided.


Lead Plaintiffs And Their Lawyers: Mission Accomplished, Or More To Be Done?, Adam C. Pritchard, Stephen Choi 2017 University of Michigan Law School

Lead Plaintiffs And Their Lawyers: Mission Accomplished, Or More To Be Done?, Adam C. Pritchard, Stephen Choi

Law & Economics Working Papers

This chapter, written for the Research Handbook on Shareholder Litigation, surveys empirical work studying the lead plaintiff provision of the Private Securities Litigation Reform Act (PSLRA). That work finds that the lead plaintiff provision has encouraged institutional investors to participate in securities class actions and that those institutional investors have negotiated lower attorneys' fees. Those benefits from the lead plaintiff provision are undercut, however, by political contributions made by plaintiffs' lawyers. We suggest additional reforms to promote transparency and competition among lawyers for lead plaintiffs. We also suggest reforms to the lead plaintiff provision intended to enhance the screening effect ...


Statutory Interpretation Lessons Courtesy Of Pilgrim’S Pride, Philip G. Cohen 2017 University of Miami Law School

Statutory Interpretation Lessons Courtesy Of Pilgrim’S Pride, Philip G. Cohen

University of Miami Business Law Review

In Pilgrim’s Pride Corp. v. Commissioner, the Fifth Circuit reversed the Tax Court and held that the taxpayer was entitled to an ordinary loss deduction from its abandonment of securities. While the conclusion reached by the Fifth Circuit has been overshadowed by the promulgation of Treasury Regulation section 1.165-5(i) that effectively treats an abandoned security as worthless and thus characterizes the loss as capital, the case remains noteworthy because it provides an opportunity to examine the statutory interpretation of two distinct Internal Revenue Code sections, section 165(g)(1) and section 1234A. The article focuses on what ...


What Happens In Delaware Need Not Stay In Delaware: How Trulia Can Strengthen Private Enforcement Of The Federal Securities Laws, Ryan Lewis 2017 Brigham Young University Law School

What Happens In Delaware Need Not Stay In Delaware: How Trulia Can Strengthen Private Enforcement Of The Federal Securities Laws, Ryan Lewis

BYU Law Review

Class-action lawsuits have been used by private plaintiffs to enforce the federal securities laws since those laws were enacted in the 1930s. With the SEC retaining concurrent authority to enforce federal securities laws, a debate has emerged as to whether the private right of action helps or hinders public enforcement. The primary criticism of private securities litigation is that rent-seeking attorneys abuse the system by bringing frivolous litigation aimed at achieving a settlement and a fee. In the public merger context, the potentially disastrous consequences of failing to close an announced deal on time make corporations eager to settle potentially ...


Much Ado About Nothing: The Limits Of Liability For Item 303 Omissions And The Circuit Split That Never Was, Brian Currie 2017 College of William & Mary Law School

Much Ado About Nothing: The Limits Of Liability For Item 303 Omissions And The Circuit Split That Never Was, Brian Currie

William & Mary Business Law Review

The implied private action for violations of SEC Rule 10b-5 has a contentious history. When plaintiffs base such actions on representations of forward-looking information, however, the stakes are even higher. Recently, the federal circuit courts revisited this divisive issue while deciding whether an omission from required disclosure of Management’s Discussion and Analysis (MD&A) of financial conditions and results of operations. The apparent disparity between the federal circuit courts has caused great consternation and uncertainty in the corporate legal sphere.

This Note will examine the origins and controversial history of Rule 10b-5 private actions, discuss the treatment of MD ...


Med-Arb Adoption In Securities Law Disputes: Advantages And Costs, Hyung Kyun Kwon 2017 Cornell Law School

Med-Arb Adoption In Securities Law Disputes: Advantages And Costs, Hyung Kyun Kwon

Concordia Law Review

This Article considers the adoption of a hybrid method of Alternative Dispute Resolution (ADR)—Med-Arb—in securities law disputes. Because securities law ADR is currently monopolized by claims that proceed through arbitration, this Article argues that the benefits of settling a claim through mediation are being lost. Med-Arb allows parties to access the benefits of both mediation and arbitration with potentially lower economic costs and the assurance of finality of the dispute. This Article therefore presents how best to use Med-Arb to successfully resolve securities law disputes.


Playing To A New Crowd: How Congress Could Break The Startup Status Quo By Raising The Cap On The Jobs Act's Crowdfunding Exemption, Thomas Murphy 2017 Boston College Law School

Playing To A New Crowd: How Congress Could Break The Startup Status Quo By Raising The Cap On The Jobs Act's Crowdfunding Exemption, Thomas Murphy

Boston College Law Review

On October 30, 2015, the Securities and Exchange Commission voted to implement the Jumpstart Our Business Startups (“JOBS”) Act’s exemption for crowdfunded securities, which became effective on May 16, 2016. Crowdfunding technology allows any entrepreneur with an Internet connection the opportunity to pitch an idea to a community of investors, which could revolutionize the market for early-stage startup financing. That market has largely adhered to a status quo in which the strength of an entrepreneur’s network is nearly as important as his or her idea—a dynamic that is especially difficult for female and minority entrepreneurs who have ...


Closing The Hedge Fund Loophole: The Sec As The Primary Regulator Of Systemic Risk, Cary Martin Shelby 2017 DePaul University College of Law

Closing The Hedge Fund Loophole: The Sec As The Primary Regulator Of Systemic Risk, Cary Martin Shelby

Boston College Law Review

The 2008 financial crisis sparked a flurry of regulatory activity and enforcement in an attempt to reign in activity by banks, but other institutions have also been identified as potentially threatening to the stability of the financial markets. In particular, several empirical studies have revealed that systemic risk can be created and transmitted by hedge funds. In response to the risk created by hedge funds, Congress granted the Financial Stability Oversight Council (“FSOC”) authority under the Dodd-Frank Act of 2010 to designate hedge funds as Systemically Important Financial Institutions (“SIFIs”). Such a designation would automatically result in stringent capital constraints ...


Failing Cities And The Red Queen Phenomenon, Samir D. Parikh, Zhaochen He 2017 Lewis & Clark Law School

Failing Cities And The Red Queen Phenomenon, Samir D. Parikh, Zhaochen He

Boston College Law Review

Cities and counties are failing. Unfunded liabilities for retirees’ healthcare benefits aggregate to more than $1 trillion. Pension systems are underfunded by as much as $4.4 trillion. Many local government capital structures ensure rising costs and declining revenues, the precursors to service-delivery insolvency. These governments are experiencing the Red Queen phenomenon. They have tried a dizzying number of remedies, but their dire situation persists unchanged. State legislatures have failed to respond. More specifically, many states have refused to implement meaningful debt restructuring mechanisms for local governments. They argue that giving cities and counties the power to potentially impair bond ...


A Critical Canadian Perspective On The Benefit Corporation, Carol Liao 2017 Seattle University School of Law

A Critical Canadian Perspective On The Benefit Corporation, Carol Liao

Seattle University Law Review

Part I of this Article provides a brief background and description of the American benefit corporation. Part II then delineates the Canadian model of corporate law and governance as it currently stands in the statutes, common law, and in practice. Part III applies the information gathered from the previous two sections to explain why the legal features in the American benefit corporation model are largely redundant to existing Canadian corporate laws. It also addresses how the implementation of the benefit corporation in Canada would conflate incorrect assumptions on Canada’s model of governance and potentially impede the progressive development of ...


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