Digital Commons Network^™

Assessing Market Efficiency In Corporate And Securities Litigation, Charles Korsmo, Minor Myers

Indiana Law Journal

In recent decades, courts have increasingly looked to trading prices as evidence—often conclusive evidence—in high-stakes corporate law disputes over a company’s fair value. This development has been especially dramatic, and consequential, in Delaware. Where a stock trades in an efficient market, the logic goes, the prevailing trading price can be used to resolve any disputed issue of valuation. But this expedient comes with an unavoidable question: When is a market “sufficiently efficient” for a court to rely on it as a measure of value?

 Federal courts have long experience evaluating the relative efficiency of trading markets in the context of …

Valuing Esg, Aneil Kovvali, Yair Listokin

Articles by Maurer Faculty

Corporate environmental, social, and governance (ESG) commitments promise to make capitalism better. Unfortunately, ESG has become a hotbed of hype and controversy. The core problem is that ESG mixes vague environmental and social goals with a profit maximization goal and does not provide a framework for resolving the conflicts that exist between them. The result is confusion that invites deception and cynicism. This Article proposes a mechanism for resolving conflicts between goals by translating them into the common language of money. Once nonpecuniary environmental or social goals are translated into dollar values, they can provide clear and actionable guidance for …

Prosecuting White-Collar Financial Crime: The Contrasting Cases Of The Us, Spain, And Ireland In The Aftermath Of The 2008 Global Financial Crisis, Justin Rex, Adam Panas

Indiana Journal of Global Legal Studies

Why have no Wall Street executives been prosecuted or convicted for actions that contributed to the global financial crisis? Scholars have documented a variety of legal, bureaucratic, economic, and political reasons for a lack of prosecutions, but one missing piece from this scholarship is a comparative perspective; other countries similar also experienced the effects of the crisis but convicted more financial executives than did the US. This article examines the financial crises and post-crisis responses in Ireland and Spain to see why they put more bankers in jail. The comparative analysis highlights several legal, economic, and political variables that partially …

The Fraud Triangle And Tax Evasion, Leandra Lederman

Articles by Maurer Faculty

The “fraud triangle”—a theory of why people commit fraud —is the preeminent framework for analyzing fraud in the accounting literature. It developed out of studies of fraudsters, including inmates convicted of embezzlement. The three components of the fraud triangle are (1) an incentive or pressure (usually financial); (2) opportunity; and (3) rationalization.

There is a separate, extensive legal literature on tax compliance and evasion. The fraud triangle is largely absent from this legal literature, although tax evasion is a type of fraud. This Article rectifies that oversight, analyzing how using the fraud triangle as a lens can inform the legal …

Annual Report Of The Indiana Universiy Maurer School Of Law Digital Repository, 2018/19, Richard Vaughan

Digital Repository Annual Reports

A brief annual report documenting the use and growth of the Indiana University Maurer School of Law, Jerome Hall Law Library, Digital Repository. Includes lists of the most downloaded documents and attached Excel spreadsheets of data.

Do Independent Directors Curb Financial Fraud? The Evidence And Proposals For Further Reform†, S. Burcu Avci, Cindy A. Schipani, Nejat Seyhun

Indiana Law Journal

In this Article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders to control and monitor top management. Given the agency problem between the board of directors and the shareholders, outside directors can be captured by management, thereby leading to inadequate checks on management. The evidence presented in this Article shows that outside board members do not exercise sufficient controls on management even when management has gone awry. To solve this agency problem, we propose increasing the power of the principals: make shareholder resolutions binding on …

Law And Identifiability, Daphna Lewinsohn-Zamir, Ilana Ritov, Tehila Kogut

Indiana Law Journal

Psychological studies have shown that people react either more generously or more punitively toward identified individuals than toward unidentified ones. This phenomenon, named the identifiability effect, has received little attention in the legal literature, despite its importance for the law. As a prime example, while legislators typically craft rules that would apply to unidentified people, judges ordinarily deal with identified individuals. The identifiability effect suggests that the outcomes of these two forms of lawmaking may differ, even when they pertain to similar facts and situations.

This Article is a preliminary investigation into the relevance of the identifiability effect for law …

Dictation And Delegation In Securities Regulation, Usha Rodrigues

Indiana Law Journal

When Congress undertakes major financial reform, either it dictates the precise con-tours of the law itself or it delegates the bulk of the rule making to an administrative agency. This choice has critical consequences. Making the law self-executing in federal legislation is swift, not subject to administrative tinkering, and less vulnerable than rule making to judicial second-guessing. Agency action is, in contrast, deliberate, subject to ongoing bureaucratic fiddling, and more vulnerable than statutes to judicial challenge.

This Article offers the first empirical analysis of the extent of congressional delegation in securities law from 1970 to the present day, examining nine …

Intangible Fish And The Gulf Of Understanding: Yates V. United States And The Court's Approach To Statutory Interpretation, John M. Garvin

Indiana Law Journal

Is a fish a tangible object? The answer in most cases is obviously “yes.” But in Yates v. United States, the Supreme Court held that fish are outside the meaning of the phrase “tangible object” as it is used in the Sarbanes–Oxley Act of 2002. This Note argues that the Yates decision provides a lens with which to examine the Court’s contemporary methods of statutory interpretation. In adopting the textualist vocabulary most famously associated with the late Justice Scalia, the Justices have committed to speaking the same language. Still, fundamental differences between the Justices remain. These differences expose the …

Enhancing The Compensatory Roles Of Financial Regulatory Agencies In South Korea: Lessons From The U.S. Sec's Fair Fund, Daeil Kim

Maurer Theses and Dissertations

Recent financial scandals in South Korea that caused massive harms to financial consumers instigated voices that financial regulators should play a more active role in recompensing victims for losses incurred by misconduct in the financial market. In this regard, this thesis aims to suggest several considerations in developing the compensation scheme for injured financial consumers in Korea. This thesis first reviews the Federal Account for Investor Restitution (FAIR) Fund operated by the U.S. Securities and Exchange Commission. Specifically, it broadly addresses the history, overall process, operation, and major issues related to the FAIR Fund. Based on the FAIR Fund review, …

Are These Game Changers? Developments In The Law Affecting Virtual Currencies, Prepaid Payroll Cards, Online Tribal Lending, And Payday Lenders, Sarah Jane Hughes, Stephen T. Middlebrook

Articles by Maurer Faculty

In the year since our last survey, there have been significant legal developments in the areas of virtual currencies, prepaid payroll cards, online tribal lending, and payday lending. What connects some of these topics is an increasingly common strategy by federal banking regulators to influence and control the actions of entities that are not directly subject to their supervision through the relationships such entities have with regulated financial institutions. These developments also demonstrate robust state legislative and regulatory action relating to the provision of electronic payments and financial services, and document class actions alleging violations of federal and state laws. …

Vol. 43, No. 04 (September 17, 2012)

Indiana Law Annotated

No abstract provided.

The Global Crackdown On Insider Trading: A Silver Lining To The "Great Reccession", Christopher P. Montagano

Indiana Journal of Global Legal Studies

The wake of the Great Recession marked a period of increased enforcement of insider trading violations by nation-states and self-regulatory organizations overseeing stock markets around the world. Before discussing the heightened global enforcement of insider trading, this Note explains the development of insider trading regulation by focusing on U.S., EU, and China law. This Note argues that the heightened global enforcement of insider trading violations in the wake of the Great Recession is a sign of a shared perception by market regulators around the world that there is a need to restore market confidence. Strong enforcement of insider trading regulations …

Personal Jurisdiction Over Foreign Directors In Cross-Border Securities Litigation, Hannah L. Buxbaum

Articles by Maurer Faculty

No abstract provided.

Information Security Breaches: Looking Back & Thinking Ahead, Fred H. Cate

Articles by Maurer Faculty

No abstract provided.

Vol. 5, No. 06 (November/December 2007)

Indiana Law Update

No abstract provided.

Vol. 33, No. 07 (October 22, 2007)

Indiana Law Annotated

No abstract provided.

Legislation And Legitimation: Congress And Insider Trading In The 1980s, Thomas W. Joo

Indiana Law Journal

Orthodox corporate law and economics holds that American corporate and securities regulation has evolved inexorably toward economic efficiency. That position is difficult to square with the fact that regulation is the product of government actors and institutions. Indeed, the rational behavior assumptions of law and economics suggest that those actors and institutions would tend to place their own self-interest ahead of economic efficiency. This Article provides anecdotal evidence of such self interest at work. Based on an analysis of legislative history-primarily congressional hearings-this Article argues that Congress had little interest in the economic policy effect of insider trading legislation in …

Responses By The Federal Communications Commission To Worldcom's Accounting Fraud, Warren G. Lavey

Federal Communications Law Journal

WorldCom's disclosure of billions of dollars of financial fraud on June 25, 2002 challenged the Federal Communications Commission ("FCC") in several major ways. The FCC proclaimed its commitment to enforce its rules to protect consumers against service discontinuance as well as the priority of rooting out corporate fraud. The FCC's rules required WorldCom to file accurate financial information and to show that it had financial and character qualifications necessary to hold FCC licenses. Despite numerous related proceedings and other actions in 2001 and early 2002, the FCC had not detected nor deterred WorldCom's fraud. After the disclosure, WorldCom continued its …

Vol. 4, No. 03 (March/April 2006)

Indiana Law Update

No abstract provided.

Vol. 27, No. 07 (October 11, 2004)

Indiana Law Annotated

No abstract provided.

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

Indiana Journal of Global Legal Studies

No abstract provided.

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 …

Vol. 23, No. 12 (November 18, 2002)

Indiana Law Annotated

No abstract provided.

Principles Of Internet Privacy, Fred H. Cate

Articles by Maurer Faculty

The definition of privacy developed by Brandeis and Warren and Prosser, and effectively codified by Alan Westin in 1967 - the claim of individuals, groups, or institutions to determine for themselves when, how, and to what extent information about them is communicated to others - worked well in a world in which most privacy concerns involved physical intrusions (usually by the government) or public disclosures (usually by the media), which, by their very nature, were comparatively rare and usually discovered.

But that definition's exclusive focus on individual control has grown incomplete in a world in which most privacy concerns involve …

Spawning The Sec, Henry Laurence

Indiana Journal of Global Legal Studies

No abstract provided.

Reflections On The Academic Senate Resolution, Robert M. O'Neil

Articles by Maurer Faculty

No abstract provided.