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Sec Enforcement Heuristics: An Empirical Inquiry, Randall Thomas, James D. Cox

Vanderbilt Law School Faculty Publications

This Article examines the overlap between SEC securities enforcement actions and private securities fraud class actions. We begin with an overview of data concerning all SEC enforcement actions from 1997 to 2002. We find that the volume of SEC enforcement proceedings is relatively modest. We next examine the scope of the recently enacted "Fair Fund" provision that authorizes the SEC to designate civil penalties it recovers from defendants to benefit defrauded private investors. We conclude that this provision offers only limited potential relief for private investors. We complete this Part of the Article with an analysis of the serious resource …

Some Thoughts On An Agenda For The Public Company Accounting Oversight Board, Elliott J. Weiss

Duke Law Journal

No abstract provided.

Sec Enforcement Heuristics: An Empirical Inquiry, James D. Cox, Randall S. Thomas, Dana Kiku

Duke Law Journal

This Article examines the overlap between SEC securities enforcement actions and private securities fraud class actions. We begin with an overview of data concerning all SEC enforcement actions from 1997 to 2002. We find that the volume of SEC enforcement proceedings is relatively modest. We next examine the scope of the recently enacted "Fair Fund" provision that authorizes the SEC to designate civil penalties it recovers from defendants to benefit defrauded private investors. We conclude that this provision offers only limited potential relief for private investors. We complete this Part of the Article with an analysis of the serious resource …

Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg

Vanderbilt Law Review

On June 4, 2003, lifestyle guru Martha Stewart was indicted on multiple criminal and civil charges by the Securities and Exchange Commission (SEC or Commission). The charges, including obstruction of justice and civil insider trading, stemmed from Stewart's sale of ImClone stock shortly before the Food and Drug Administration rejected a drug produced by ImClone and sent the company's stock price tumbling. Although Stewart could face a number of serious penalties under her criminal indictment, the primary remedy sought by the SEC for her civil insider trading charges is rather uncommon-a bar from serving as a director of Martha Stewart …

Lawyers In The Perfect Storm, Mark A. Sargent

Working Paper Series

The multiple corporate collapses and scandals of recent years, for which "Enron" is a convenient shorthand, resulted from a perfect storm in which regulatory oversight, the law of fiduciary duty, gatekeepers, market discipline, and contractual incentives all failed to prevent gross self-dealing, conflicts of interest, and deception, or themselves produced perverse consequences. The story of this simultaneous failure of the structures in place since the New Deal and before, has received considerable attention in both the popular and scholarly literature, but is summarized here to provide a context for consideration of the contributions that lawyers made to the perfect storm. …

Changing Identities And Changing Laws: Possibilities For A Global Legal Culture, Russell Menyhart

Indiana Journal of Global Legal Studies

No abstract provided.

Standing Up To Wall Street (And Congress), Richard W. Painter

Michigan Law Review

In 1992, Arthur Levitt co-chaired a fundraising dinner for William Clinton. The dinner raised $750,000 (p. 7). Clinton was elected President, and Levitt got the job he wanted: Chairman of the Securities and Exchange Commission. Levitt, a former Chairman of the American Stock Exchange and a connected Democrat, was well qualified for the job. His, however, became a pyrrhic victory when accountants, issuers, broker-dealers, and other special interests used their own political connections to frustrate just about everything he sought to do. Levitt tells the story of his struggle against these well-funded interests in Take on the Street. One of …

Reconsidering The Importance Of Law In Japanese Corporate Governance: Evidence From The Daiwa Bank Shareholder Derivative Case, Bruce E. Aronson

Cornell International Law Journal

No abstract provided.

Measures Adopted And Proposed By Mexico To Abate White Collar Crime, Luz Nunez Camacho

United States - Mexico Law Journal (1993-2005)

No abstract provided.

Corporate Governance In The Sultanate Of Oman, Ellen Kerrigan Dry

Richmond Journal of Global Law & Business

While the United States’ capital market has had its headline-grabbing scandals involving companies such as World Com and Entron, the capital markey in the Sultanate of Oman (Oman) has also experienced its share of corporate troubles affecting not onlt large Omani companies such as National Rice Mills SAOG and Oman National Investment Company Holdings SAOG, but also dozens of smaller companies, which have had to turn to the government to assistance.

Just In Crime: Guilding Economic Crime Reform After The Sarbanes-Oxley Act Of 2002, Mary Kreiner Ramirez

Loyola University Chicago Law Journal

No abstract provided.

When Does Competition Improve Regulation?, Frank H. Easterbrook

Articles

No abstract provided.

Enron, Epistemology, And Accountability: Regulating In A Global Economy, Erica Beecher-Monas

Law Faculty Research Publications

No abstract provided.

Revenue Recognition And Corporate Counsel, Manning Gilbert Warren Iii

SMU Law Review

No abstract provided.

Filling In The Gaap: Will The Sarbanes-Oxley Act Protect Investors From Corporate Malfeasance And Restore Confidence In The Securities Market, Andrew F. Kirkendall

SMU Law Review

No abstract provided.

The Cognitive Components Of Punishment, Jeffrey J. Rachlinski, Forest Jourden

Cornell Law Review

No abstract provided.

Sec/Doj Parallel Proceedings: Contemplating The Propriety Of Recent Judicial Trends, Mark D. Hunter

Missouri Law Review

The Article examines the simultaneous civil investigation by the United States Securities and Exchange Commission (“SEC”) and criminal investigation by the Department of Justice (“DOJ”) through the United States Attorney’s Office regarding alleged violations of the federal securities laws. Part II of this Article introduces traditional authority, both statutory and case law, for the SEC and DOJ to conduct parallel proceedings. Part III briefly describes the SEC’s methods and procedures for gathering and sharing information with the DOJ. Part IV describes the rights and privileges afforded to suspects, while Part V describes the rights and privileges that suspects are not …

Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor

Fordham Journal of Corporate & Financial Law

No abstract provided.

The A.A. Sommer, Jr. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An Sec Perspective, Harvey Goldschmid, William Treanor, John F.X. Peloso, Jill Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.

"Up The Ladder" And Over: Regulating Securities Lawyers-Past, Present & Future, Theodore Sonde, F. Ryan Keith

Washington and Lee Law Review

No abstract provided.

Who "Caused" The Enron Debacle?, David K. Millon

Washington and Lee Law Review

No abstract provided.

An Overview Of The Sarbanes-Oxley Act And Its Implications For Attorneys, Jeffrey W. Stempel

Scholarly Works

On July 30, 2002, President Bush signed the Sarbanes-Oxley Act of 2002, H.R. 3763, well-publicized in the press as a legislative response to the perceived excesses of corporate America: Enron; WorldCom; Tyco; Global Crossing, etc.

The Sarbanes-Oxley Act of 2002 contains an array of provisions affecting lawyers as professionals serving businesses and contains one provision that will clearly impact corporate counsel in the ethical discharge of their duties. Section 307 of the Act and the recently released Proposed Roles of the Securities Exchange Commission regarding lawyer duties and implementation of Section 307 require counsel to go "up the ladder," to …

Congressional Oversight: Interpreting The Phrase "Financial Statements" Within Section 10a Of The Securities Exchange Act Of 1934, Jamie A. Barber

Hofstra Law Review

No abstract provided.

The Sarbanes-Oxley Yawn: Heavy Rhetoric, Light Reform (And It Might Just Work), Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

A thorough examination of the much ballyhooed Sarbanes-Oxley Act reveals dominantly a federal codification of extant rules, regulations, practices, and norms. Despite advertising it as "the most far-reaching reforms of American business practices since the time of FDR," a soberly apolitical view sees the Act as more sweep than reform. Important are provisions calling for nine studies; redundant but much publicized were the certification requirements imposed during the summer of 2002; other moves are mere patchwork responses to precise transgressions present in the popularized scandals. The Act is far from trivial, however. A silver bullet relates to the structure and …

Creating A Life As A Lawyer, Thomas D. Morgan

Valparaiso University Law Review

No abstract provided.

Ethics, Law Firms, And Legal Education, Milton C. Regan

Georgetown Law Faculty Publications and Other Works

A rash of recent corporate scandals has once again put professional ethics in the spotlight. It's hard to pick up the Wall Street Journal each day and not read that authorities have launched a new investigation or that additional indictments are imminent. Stories of financial fraud and outright looting have galvanized the public and shaken the economy. What ethical lessons can we draw from these events? Two explanations seem especially prominent. The first is a story of individuals without an adequate moral compass. Some people's greed and ambition were unchecked by any internal ethical constraints. For such deviants, no amount …

Managing The Expectations Gap In Inventor Protection: The Sec And The Post-Enron Reform Agenda, Donald C. Langevoort

Villanova Law Review (1956 - )

No abstract provided.

Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher

Law Faculty Publications

Today's reports of corporate villainy invite these questions: Restricting ourselves to what the profession knew in the last days of the late 1990s soaring stock market, what advice might attorneys have given-about the temptations of deceptive accounting and the defenses to erect against it-to young executives who were taking their companies public then? And, if attorneys did not always give that counsel in fulsome form, why was that so? What forces worked on lawyers to deter that advice? What does all this suggest for counseling today? To help us answer these questions, we begin with two scenes. We return to …

When Clients Do Bad Things: The Lawyer's Response To Corporate Wrongdoing, Craig M. Bradley

Articles by Maurer Faculty

The high profile meltdowns of Enron, WorldCom, Tyco, Adelphia, Global Crossing and other well-known companies have focused attention on the responsibilities of corporate gatekeepers, including attorneys, to deter or expose fraudulent conduct by their clients and associated persons. Attorneys have been the subject of investigation and criticism by Congress' and federal regulators for failing to adequately respond to their clients' fraudulent (and, possibly, criminal) conduct. The lawyer who learns that his or her client or persons acting on its behalf are engaged in a course of fraudulent or criminal conduct which threatens economic losses to non-client third parties faces both …

The Attorney As Gatekeeper: An Agenda For The Sec, John C. Coffee Jr.

Faculty Scholarship

Section 307 of the Sarbanes-Oxley Act authorizes the SEC to prescribe "minimum standards of professional conduct" for attorneys "appearing or practicing" before it. Although the initial debate has focused on issues of confidentiality, this terse statutory provision frames and seemingly federalizes a much larger question: What is the role of the corporate attorney in public securities transactions? Is the attorney's role that of (a) an advocate, (b) a transaction cost engineer, or, more broadly, (c) a gatekeeper – that is, a reputational intermediary with some responsibility to monitor the accuracy of corporate disclosures? Skeptics of any gatekeeper role for attorneys …