Digital Commons Network^™

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

Washington and Lee Law Review

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 …

An Economic Analysis Of The Private Securities Litigation Reform Act: Auctions As An Efficient Alternative To Judicial Intervention, Charles H. Gray

William & Mary Law Review

No abstract provided.

Securities Regulation: Protecting Auditor Independence From Non-Audit Services - An Evolving Standard, Mark Allan Worden

Oklahoma Law Review

No abstract provided.

The Investor Confidence Game, Lynn A. Stout

Cornell Law Faculty Publications

Academic discussions of securities policy often assume that investors are hyperrational and distrustful actors who do not need the protections of the securities laws to avoid being defrauded. The time has come to recognize the limitations of this assumption and to consider as well the possibility and implications of investor trust. Experienced policymakers and businesspeople (and certainly experienced con artists) have long known that trust is a potent force in explaining and manipulating investor behavior. They are right. They are right to believe that investor confidence-meaning investor trust-is important to the market. They are right to think that trust has …

Enron's Legislative Aftermath: Some Reflections On The Deterrence Aspects Of The Sarbanes-Oxley Act Of 2002, Michael A. Perino

Faculty Publications

Since Enron's implosion, an astounding string of accounting scandals have stunned the securities markets. Global Crossing, WorldCom, Adelphia, and a host of other companies have seen plummeting share prices and SEC and criminal investigations. Congress's reaction has been equally stunning and surprisingly swift. It passed with near unanimity the Sarbanes-Oxley Act of 2002 (the "SOA" or the "Act"), and President Bush quickly signed it into law. The President billed the Act as one of the "the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt." While the SOA is certainly lengthy, with eleven titles and …

Bombing Markets, Subverting The Rule Of Law: Enron, Financial Fraud, And September 11, 2001, Faith Stevelman

Articles & Chapters

No abstract provided.

Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

This article is an effort to rethink civil liability in capital-raising transactions by large capitalization issuers. After a brief digression about who should set liability standards, the article then addresses two related questions. The first deals with a natural question: Should not the primary regulatory effort for large issuers be to assure continuous disclosure in the secondary marketplace, given the far larger volume of such trading in that market compared to that in primary transactions? Second, if we have developed a satisfactory regime of disclosure responsibilities for this setting, what more, if anything, in terms of liability protection, is needed …

Spawning The Sec, Henry Laurence

Indiana Journal of Global Legal Studies

No abstract provided.

The Essays Of Warren Buffett: Lessons For Corporate America, Lawrence A. Cunningham

Cardozo Law Review

No abstract provided.

Of Securities Law In Haven Jurisdictionspalm Trees Hide More Than Sunshine: The Extraterritorial Application, Howard S. Eberstein

Penn State International Law Review (1982 - 2011)

No abstract provided.

Repo Madness: The Characterization Of Repurchase Agreements Under The Bankruptcy Code And The U.C.C., Jeanne L. Schroeder

Articles

The article examines the legal characterization of repurchase agreements (repos) under the Bankruptcy Code and the Uniform Commercial Code (U.C.C.), with a focus on proposed revisions to Articles 8 and 9. It argues that repos should be treated as sales rather than secured loans, primarily due to the repo buyer's unrestricted right to deal with the collateral. This characterization is supported by court rulings in cases such as In re Bevill, Bresler & Schulman and SEC v. Drysdale Securities Corp., which emphasize the transfer of ownership and the buyer's ability to engage with the securities. The article critiques current methods …

Symposium On Securities Law Enforcement Priorities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Seton Hall University School Of Law Legislative Bureau Symposium On Securities Law Enforcement Priorities, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Client Fraud And The Securities Lawyer's Duty Of Confidentiality, Richard M. Phillips

Washington and Lee Law Review

No abstract provided.

When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard

Faculty Publications

The recently enacted Securities Enforcement Remedies and Penny Stock Reform Act of 1990 provides that, in an SEC enforcement action, a federal court may enjoin or "disbar" the defendant from serving in the future as an officer or director of a public company. A court may enter such an order if it finds that the defendant is "substantially unfit" to serve as a corporate executive; the Act, however, does not define "substantial unfitness." In this Article Professor Jayne Barnard provides a framework for defining this term and identifying the defendants to which the Remedies Act should apply. Professor Barnard begins …

Enforcement Of Securities Laws Violations In The United Kingdom, James J. Fishman

Elisabeth Haub School of Law Faculty Publications

This article examines the weaknesses of the present system of enforcement and suggests changes to make it more effective. The article is divided into three parts: an analysis of the enforcement provisions of the Financial Services Act, the prosecution of securities offenses since its implementation, and the viability of self-regulatory enforcement.

State Takeover Laws, Insider Trading, And The Interplay Between The Two: A New Perspective, Christopher J. Bebel, Kenneth C. Vert

West Virginia Law Review

No abstract provided.

Integration Of Public Utility Holding Companies, Robert F. Ritchie

Michigan Legal Studies Series

The Public Utility Holding Company Act of 1935 was one of the most controversial pieces of legislation ever enacted by Congress, but despite this fact it has withstood numerous and vigorous attacks upon its constitutionality and, further, it has never been amended in any material respect. The Securities and Exchange Commission was confronted in 1935 with one of the most difficult administrative tasks in modern history. How it met and resolved the difficult problems of geographical and economic integration, arising under the so-called "death sentence" provisions of this Act, is the subject matter of this publication.

The research involved in …

Control Of Securities Selling, Watson Washburn

Michigan Law Review

President Roosevelt in his inaugural address stated as one of the most important immediate necessities of the country "a strict supervision of all banking and credits and investments." This statement is in line with his campaign criticism of the failure of the Republican national administration to check the inordinate inflation of security prices in 1929. There is no doubt that the President's program in this respect received a sympathetic hearing throughout the country. Many state legislatures are now considering changes in state laws regulating securities. It is interesting that some States with rigid blue sky laws seem to be quite …