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A Suggested Revision Of The 2020 Vertical Merger Guidelines (Version: 31 December 2021), Steven C. Salop 2021 Georgetown University Law Center

A Suggested Revision Of The 2020 Vertical Merger Guidelines (Version: 31 December 2021), Steven C. Salop

Georgetown Law Faculty Publications and Other Works

The DOJ/ FTC Vertical Merger Guidelines (VMGs) were adopted by the FTC in June 2020 by a party-line 3-2 party line over the dissent of the Acting Chair. They were withdrawn by the FTC in September 2021. Withdrawal was appropriate because the VMGs are both incomplete and overly permissible. Revision is necessary. This Suggested Revision can aid that process.


Guide On Incentives For Responsible Investment In Agriculture And Food Systems, Anna Bulman, Kaitlin Y. Cordes, Ladan Mehranvar, Ella Merrill, Yannick Fiedler 2021 New York University School of Law, Center for Human Rights and Global Justice

Guide On Incentives For Responsible Investment In Agriculture And Food Systems, Anna Bulman, Kaitlin Y. Cordes, Ladan Mehranvar, Ella Merrill, Yannick Fiedler

Columbia Center on Sustainable Investment Staff Publications

To support implementation of the Principles for Responsible Investment in Agriculture and Food Systems (CFS RAI), CCSI has developed resources for governments and other stakeholders in partnership with the Food and Agriculture Organisation of the United Nations (FAO).

This work includes an online course on creating an enabling environment for responsible investment in agriculture and food systems. The course is freely available, accessible online and available for download. Part I highlights the features and key players of an enabling environment that promotes responsible investment in agriculture and food security. Part II addresses multi-stakeholder engagement in the design of legal and …


Covid-19 And Land-Based Investment: Changing Landscapes, Tehtena Mebratu-Tsegaye, Nathaniah Jacobs, Clarisse Marsac 2021 Columbia Law School, Columbia Center on Sustainable Investment

Covid-19 And Land-Based Investment: Changing Landscapes, Tehtena Mebratu-Tsegaye, Nathaniah Jacobs, Clarisse Marsac

Columbia Center on Sustainable Investment Staff Publications

CCSI, IIED, and Namati are partnering on a new initiative to support governments, civil society, local communities, and private sector actors in improving the governance and practices of land-based investments.

Recognizing that more and better private sector investment is widely seen as critical to advancing economic development and achieving the SDGs in low- and middle-income countries, this initiative responds to concerns that land-based investments have resulted in land dispossession, environmental degradation, and conflict.

The Advancing Land-based Investment Governance (ALIGN) project involves:

  • Sustained, in-depth work in up to three countries, including Sierra Leone, to support policy development and implementation, legal …


Decentralized Finance: Regulating Cryptocurrency Exchanges, Kristin N. Johnson 2021 William & Mary Law School

Decentralized Finance: Regulating Cryptocurrency Exchanges, Kristin N. Johnson

William & Mary Law Review

Global financial markets are in the midst of a transformative movement. The creation of Bitcoin and Facebook’s proposed distribution of Diem mark a watershed moment in the evolution of the financial markets ecosystem. Purportedly, peer-to-peer distributed digital ledger technology eliminates legacy financial market intermediaries such as investment banks, depository banks, exchanges, clearinghouses, and broker-dealers.

Yet careful examination reveals that cryptocurrency issuers and the firms that offer secondary market cryptocurrency trading services have not quite lived up to their promise. Notwithstanding cryptoenthusiasts’ calls for disintermediation, evidence reveals that platforms that facilitate cryptocurrency trading frequently employ the long-adopted intermediation practices of their …


Insider Trading As A Precursor To Modern Business Ethics, Robyn Coleman 2021 University of Arkansas, Fayetteville

Insider Trading As A Precursor To Modern Business Ethics, Robyn Coleman

Finance Undergraduate Honors Theses

There has been a recent change in business that there is more focus on the “stakeholder approach” than shareholder primacy. This can be attributed to the early actions and illegality of insider trading that expected a step beyond a solely economic approach. This attitude was then replicated to become what we see as the modern business approach. Business now includes ethical investing, environmental focus, corporate citizenship, and emphasis on multiple stakeholders that was not always there. Companies have embraced this position while others have been criticized for not doing so. As this approach develops and changes, it will be enlightening …


Striving For Simplicity: Updates To Regulation S-K Items 101 And 105, John D. Frey 2021 Louisiana State University Law Center

Striving For Simplicity: Updates To Regulation S-K Items 101 And 105, John D. Frey

Louisiana Law Review

The article discusses the amendments implemented by the U.S. Securities and Exchange Commission (SEC) to its Regulation S-K regulating the disclosure of non-financial statements for the benefits of both registrants and investors.


United States V. Blaszczak Brings Insider Trading Law To A Tipping Point, Michael T. Byrne 2021 Villanova University Charles Widger School of Law

United States V. Blaszczak Brings Insider Trading Law To A Tipping Point, Michael T. Byrne

Villanova Law Review

No abstract provided.


Discussing Privacy In Sec Subpoena Practice After Carpenter V. United States, William A. Ballentine 2021 Chicago-Kent College of Law

Discussing Privacy In Sec Subpoena Practice After Carpenter V. United States, William A. Ballentine

Chicago-Kent Law Review

No abstract provided.


Can The Liquidity Rule Keep Mutual Funds Afloat? Contextualizing The Collapse Of Third Avenue Management Focused Credit Fund, Nicolas Valderrama 2021 The Catholic University of America, Columbus School of Law

Can The Liquidity Rule Keep Mutual Funds Afloat? Contextualizing The Collapse Of Third Avenue Management Focused Credit Fund, Nicolas Valderrama

Catholic University Law Review

In 2016, the Securities and Exchange Commission adopted Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act of 1940, as amended, and related reporting and disclosure requirements. One industry analyst described the Liquidity Rule’s objective as making sure that mutual funds implement “effective liquidity risk management programs,” especially in light of mutual funds’ prevalence in the economy and in American households. Yet, as one Reuters analyst suggested, the SEC also seemed to have adopted these liquidity regulations, to avoid a “repeat of the kind of problems that surfaced with the collapse of the [mutual fund] Third Avenue Focused Credit …


The Rescue Of Fannie Mae And Freddie Mac – Module A: The Conservatorships, Daniel Thompson, Rosalind Z. Wiggins 2021 Yale School of Management

The Rescue Of Fannie Mae And Freddie Mac – Module A: The Conservatorships, Daniel Thompson, Rosalind Z. Wiggins

Journal of Financial Crises

Two government-sponsored enterprises (GSEs), the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), dominated the secondary mortgage market during the US housing crisis, collectively holding or guaranteeing $5.3 trillion in mortgage assets by late 2007. As the crisis escalated, the two GSEs began to report substantial losses and their survival became uncertain. On September 6, 2008, the GSEs’ new regulator, the Federal Housing Finance Agency (FHFA), placed the firms into indefinite conservatorships, one step of a four-part government intervention to stabilize the enterprises. This case study evaluates the purpose and efficacy of the …


The Case For A Climate-Smart Update Of The Africa Mining Vision, Perrine Toledano, Martin Dietrich Brauch, Karan Bhulwaka, Kojo Busia 2021 Columbia Law School, Columbia Center on Sustainable Investment

The Case For A Climate-Smart Update Of The Africa Mining Vision, Perrine Toledano, Martin Dietrich Brauch, Karan Bhulwaka, Kojo Busia

Columbia Center on Sustainable Investment Staff Publications

The 2009 Africa Mining Vision (AMV) provides guidance for the industrialization of African countries by leveraging their mining sector. However, the global context has changed since its adoption. As a result, it does not include guidance on how governments should embrace the climate change agenda as an opportunity for better and further industrialization, deeper linkages, and sustainable development.

There are many ways to look at the implications of international climate change policy for Africa, including through the increased extraction of minerals needed in clean energy application and the greening of mines. The localization of global value chains – induced by …


A Tale Of Two Regulators: Antitrust Implications Of Progressive Decentralization In Blockchain Platforms, Evan Miller 2021 Vinson & Elkins LLP

A Tale Of Two Regulators: Antitrust Implications Of Progressive Decentralization In Blockchain Platforms, Evan Miller

Washington and Lee Law Review Online

Competition regulators have identified the potential for blockchain technology to disrupt traditional sponsor-led platforms, like app stores, that have received increased antitrust scrutiny. Enforcement actions by securities regulators, however, have forced blockchain-based platforms to adopt a strategy of progressive decentralization, delaying decentralization objectives in favor of the centralized model that competition regulators hope they will disrupt. This regulatory tension, and the implications for blockchain’s procompetitive potential, have yet to be explored. This Article first identifies the origin of this tension and its consequences through a competition law lens, and then recommends that competition regulators account for this tension in monitoring …


Corporate And Securities Law Impact On Social Responsibility And Corporate Purpose, Thomas Lee Hazen 2021 University of North Carolina at Chapel Hill

Corporate And Securities Law Impact On Social Responsibility And Corporate Purpose, Thomas Lee Hazen

Boston College Law Review

The role of social responsibility in corporate governance has been the subject of debate for nearly ninety years. That debate has been reframed over the decades. Several recent events have resulted in increased focus on corporate social responsibility, especially with respect to publicly held corporations. This Article explores the law’s two different paths for impacting social responsibility. The current iteration of the corporate responsibility movement has implications for both state law chartering of corporations and federal securities regulation. This Article analyzes the ways in which stated purpose clauses in a corporation’s articles of incorporation may be useful in addressing social …


Comments To The Draft Working Group Iii Workplan, Columbia Center on Sustainable Investment, International Institute for Environment and Development, International Institute for Sustainable Development 2021 Columbia Law School

Comments To The Draft Working Group Iii Workplan, Columbia Center On Sustainable Investment, International Institute For Environment And Development, International Institute For Sustainable Development

Columbia Center on Sustainable Investment Staff Publications

The United Nations Commission on International Trade Law (UNCITRAL) is currently working on how to reform international investment treaties, focusing in particular on those treaties’ provisions enabling investors to sue governments in international arbitration. As an observer organization in this process, CCSI has emphasized that in the context of investor-state dispute settlement (ISDS) reform, it is important to first consider what it is that investment treaties aim to achieve, and only then to consider what form(s) of dispute settlement will best advance those objectives. This means not only looking at reform of the existing ISDS mechanism, but also alternatives to …


Transparency Of Land-Based Investments: Cameroon Country Snapshot, Sam Szoke-Burke, Samuel Nguiffo, Stella Tchoukep 2021 Columbia Law School, Columbia Center on Sustainable Investment

Transparency Of Land-Based Investments: Cameroon Country Snapshot, Sam Szoke-Burke, Samuel Nguiffo, Stella Tchoukep

Columbia Center on Sustainable Investment Staff Publications

Despite a recent transparency law and participation in transparency initiatives, Cameroon’s investment environment remains plagued by poor transparency.

In a new report focusing on agribusiness projects in Cameroon, CCSI and the Centre pour l’Environnement et le Développement (CED) find that:

  • Communities continue to be excluded from decision-making around investments.
  • The government pursues a top-down approach to concession allocation and remains reluctant to recognize all legitimate tenure rights.
  • The government faces threats to its legitimacy as the grievances of citizens and investors alike lead to the barring of roads by communities and investor withdrawals.

CCSI and CED therefore call for:

  • A …


Transparency For Whom? Grounding Land Investment Transparency In The Needs Of Local Actors, Sam Szoke-Burke 2021 Columbia Law School, Columbia Center on Sustainable Investment

Transparency For Whom? Grounding Land Investment Transparency In The Needs Of Local Actors, Sam Szoke-Burke

Columbia Center on Sustainable Investment Staff Publications

Transparency is often seen as a means of improving governance and accountability of investment, but its potential to do so is hindered by vague definitions and failures to focus on the needs of key local actors.

In this new report focusing on agribusiness, forestry, and renewable energy projects (“land investments”), CCSI grounds transparency in the needs of project-affected communities and other local actors. Transparency efforts that seek to inform and empower communities can also help governments, companies, and other actors to more effectively manage operational risk linked to social conflict.

Troublingly, the report finds that:

  • Disclosures around land investments continue …


Information Bundling, Disclosure, And Judicial Deference To Market Valuations, Charles R. Korsmo 2021 Case Western Reserve University School of Law

Information Bundling, Disclosure, And Judicial Deference To Market Valuations, Charles R. Korsmo

Boston College Law Review

This Article examines strategic disclosure behavior in the context of merger announcements. Merger transactions are frequent targets of litigation, including both fiduciary duty class actions and statutory appraisal actions. In either type of litigation, the fair value of the target company as a going concern is at least a part of the measure of damages. In recent years, courts have increasingly looked to market evidence of valuation—including the trading price of the target company’s stock prior to the announcement of the merger. This gives managers an incentive to minimize this trading price by strategically timing disclosures such that negative news …


Regulating The Sale Of Stock Exchange Market Data To High-Frequency Traders, Jerry W. Markham 2021 University of Florida Levin College of Law

Regulating The Sale Of Stock Exchange Market Data To High-Frequency Traders, Jerry W. Markham

Florida Law Review

In 2014, author Michael Lewis published a bestselling book titled Flash Boys: A Wall Street Revolt, in which he argued that “high frequency traders” have been able to gain an unfair advantage in the stock market, in part because stock exchanges and “dark pools”—alternative venues for trading stocks—have enabled those traders to obtain and trade on market data faster than other investors. A litany of lawsuits followed in short succession, asserting various theories of liability.


Designing Dual-Class Sunsets: The Case For A Transfer-Centered Approach, Marc T. Moore 2021 William & Mary Law School

Designing Dual-Class Sunsets: The Case For A Transfer-Centered Approach, Marc T. Moore

William & Mary Business Law Review

Dual-class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits and drawbacks of DCS versus one share/one vote structures, and more on the specific common-ground concern as to whether and how such structures are subjected to contingent reversal or “sunset”. This Article compares the relative advantages and disadvantages of time-, ownership- and transfer-centered models of DCS sunset provisions. It argues in favor of the transfer-centered model on the grounds that: …


Cooperative Insurance In Light Of The Protection And Indemnity Clubs, Imad Al-Din Abdel-Hai 2021 Associate Professor in Commercial Law, University of Sharjah – College of Law

Cooperative Insurance In Light Of The Protection And Indemnity Clubs, Imad Al-Din Abdel-Hai

UAEU Law Journal

Insurance draws attention as a sector that is understood much better in terms of its importance especially in recent years globally, the protection and compensation is considered one of the images of cooperative insurance, which provides service to members of the participating clubs or shareholders (the insured) in the club in a collaborative way. These clubs are not intended primarily to make a profit, and through the initiative of the participating members to make contributions as a form of donation to be cooperative insurance fund. These donations are used to compensate the members when a maritime hazard is insured against …


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