Digital Commons Network^™

Illuminating Secrecy: A New Economic Analysis Of Confidential Settlements, Scott A. Moss

Michigan Law Review

Even the most hotly contested lawsuits typically end in a confidential settlement forbidding the parties from disclosing their allegations, evidence, or settlement amount. Confidentiality draws fierce criticism for harming third parties by concealing serious misdeeds like discrimination, pollution, defective manufacturing, and sexual abuse. Others defend confidentiality as a mutually beneficial pay-for-silence bargain that facilitates settlement, serves judicial economy, and prevents frivolous copycat lawsuits. This debate is based in economic logic, yet most analyses have been surprisingly shallow as to how confidentiality affects incentives to settle. Depicting a more nuanced, complex reality of litigation and settlement, this Article reaches several conclusions …

Reforming Punishment Of Financial Reporting Fraud, Samuel W. Buell

Cardozo Law Review

No abstract provided.

The Distribution Of Fraud Enforcement, Darryl K. Brown

Cardozo Law Review

No abstract provided.

Cyber-Extortion: Duties And Liabilities Related To The Elephant In The Server Room, Adam J. Sulkowski

ExpressO

This is a comprehensive analysis of the legal frameworks related to cyber-extortion – the practice of demanding money in exchange for not carrying out threats to commit harm that would involve a victim's information systems. The author hopes it will catalyze an urgently needed discussion of relevant public policy concerns.

Cyber-extortion has, by all accounts, become a common, professionalized and profit-driven criminal pursuit targeting businesses. 17% of businesses in a recent survey indicated having received a cyber-extortion demand. An additional 13% of respondents were not sure if their business had received such a demand.

Awareness of the risks of cybercrime …

Focus, Vol. 3 No. 6, November/December 2007, American Institute Of Certified Public Accountants. Business Valuation And Forensic & Litigation Services Section

Newsletters

No abstract provided.

Cpa Expert 2007 Spring, American Institute Of Certified Public Accountants

Newsletters

No abstract provided.

The Sec And The Failure Of Federal, Takeover Regulation, Steven M. Davidoff

Florida State University Law Review

No abstract provided.

Xbrl And The Sec: How The Commission Uses Interactive Data To Investigate Illegal Stock Options Backdating And What Interactive Data Means For The Future Of Federal Securities Law Enforcement, Susan M. Brunka

California Western Law Review

No abstract provided.

Cpa Expert 2007 Summer, American Institute Of Certified Public Accountants

Newsletters

No abstract provided.

Concerning The Revision Of Statutes In The Colorado Revised Statutes, As Amended, And, In Connection Therewith, Amending Or Repealing Obsolete, Inconsistent, And Conflicting Provisions Of Law And Clarifying The Language To Reflect The Legislative Intent Of The Laws., Colorado General Assembly

Session Laws 2001-Present

No abstract provided.

Center Of Main Interests, International Insolvency Case Venue, And Equality Of Arms: The Eurofood Decision Of The European Court Of Justice, Samuel L. Bufford

Northwestern Journal of International Law & Business

The European Court of Justice ("E.C.J.") issued a ruling on May 2, 2006 in the Eurofood case, finding that the commencement of an insolvency case for Eurofood in Ireland gave the Irish court priority under E.U. law over a similar insolvency case commenced shortly thereafter in Italy. The E.C.J.'s ruling responded to the Supreme Court of Ireland's referral to the E.C.J. of five questions of E.U. law based on the E.U. Regulation on Insolvency Proceedings ("E.U. Regulation"). The Irish Supreme Court had referred these questions to the E.C.J. preliminary to deciding a pending appeal of the Dublin High Court's decision …

Regulating After The Fact, Samuel Issacharoff

Faculty Articles

In this Article, I want to make three brief points about the centrality of ex post regulation at the deepest levels of the American conception of the rule of law. First, I want to contrast two regulatory models employed in this country, regulation under the Food and Drug Administration (FDA) and under the Securities and Exchange Commission (SEC), to highlight the difference between ex post and ex ante regulation. Second, I will look more closely at the SEC model to show just how critical private enforcement is to ex post regulation. Finally, I will conclude with a concern about the …

The Search For Greater Accountability Of Nonprofit Organizations: Recent Legal Developments And Proposals For Change, Marion R. Fremont-Smith

Fordham Law Review

No abstract provided.

Investigations, Inspections, And Audits In The Post-Sox Environment, Thomas C. Pearson, Gideon Mark

Nebraska Law Review

I. Introduction to Audited Financial Information and Related Litigation

II. The Impact of SOX on Financial Information and Its Reliability

A. Significant Improvements in Accountability from SOX

B. SOX' Significant Ripple Effects

III. Investigations, Inspections, and Audits of Financial Information

A. Internal Investigations of Financial Reporting and D isclosure

B. SEC's Informal Inquiries and Enforcement Division Investigations

C. PCAOB's Inspections and Investigations of CPAs

1. PCAOB's Inspections of CPA Firms

2. PCAOB's Investigations, Disciplinary Processes, and Sanctions

D. Parallel Investigations: IRS Audits, DOJ Investigations, and Others

1. IRS Audits of Corporate Financial Information .

2. Other Parallel Investigations

E. Pressures …

Sarbanes-Oxley's Purported Over-Criminalization Of Corporate Offenders, Lisa H. Nicholson

Journal of Business & Technology Law

No abstract provided.

The Impact On Director And Officer Behavior, Douglas M. Branson

Journal of Business & Technology Law

No abstract provided.

The Impact On Shareholders And Other Constituents, Jennifer O'Hare

Journal of Business & Technology Law

No abstract provided.

Beyond Liability: Rewarding Effective Gatekeepers, Lawrence A. Cunningham

Minnesota Law Review, Vols. 1-106:1 (1917-2021)

No abstract provided.

A Social Defense Of Sarbanes-Oxley, James A. Fanto

Faculty Scholarship

No abstract provided.

(Self-)Policing The Market: Congress's Flawed Approach To Securities Law Reform, Shannon Rose Selden

Journal of Legislation

No abstract provided.

The Role Of Financial Journalists In Corporate Governance, Michael J. Borden

Law Faculty Articles and Essays

This Article pursues the important theme of disclosure, but focuses on a feature that has remained almost entirely overlooked by corporate and securities law scholars: the role of financial journalists in corporate governance. This omission is perhaps due to the fact that journalists do not fit easily into a legal discussion because they are largely unregulated. They are, in a sense, not legal actors, and, therefore do not comfortably become the subject of a legal prescription. Nevertheless, journalists contribute in many ways to the legal system at large and the system of corporate governance in particular.This Article uses case studies …

Unethical Obedience By Subordinate Attorneys: Lessons From Social Psychology, Andrew M. Perlman

Hofstra Law Review

This Article explores the lessons that we can learn from social psychology regarding a lawyer's willingness to comply with authority figures, such as senior partners or deep-pocketed clients, when they make unlawful or unethical demands. The Article reviews some of the basic literature in social psychology regarding conformity and obedience, much of which emphasizes the importance of context as a primary factor in predicting people's behavior. The Article then contends that lawyers frequently find themselves in the kinds of contexts that produce high levels of conformity and obedience and low levels of resistance to illegal or unethical instructions. The result …

Criminal Justice And The Challenge Of Family Ties, Dan Markel, Ethan J. Leib

Faculty Scholarship

This Article asks two basic questions: When does, and when should, the state use the criminal justice apparatus to accommodate family ties, responsibilities, and interests? We address these questions by first revealing a variety of laws that together form a string of family ties subsidies and benefits pervading the criminal justice system. Notwithstanding our recognition of the important role family plays in securing the conditions for human flourishing, we then explain the basis for erecting a Spartan presumption against these family ties subsidies and benefits within the criminal justice system. We delineate the scope and rationale for the presumption and …

Marrying Diversity And Independence In The Boardroom: Just How Far Have You Come, Baby?, Erica Beecher-Monas

Law Faculty Research Publications

No abstract provided.

Enron And The Special Purpose Entities - Use Or Abuse - The Real Problem - The Real Focus, Neal Newman

Faculty Scholarship

On the heels of Enron's debacle came the Sarbanes-Oxley Act of 2002, the far reaching legislative reform that was designed to shore-up the accounting and corporate governance shortfalls that the legislature and the investing public believed allowed Enron to do what it did unabated. Supplementing the reforms set forth in the Sarbanes-Oxley Act are a number of accounting rules, guidelines, and interpretations that are designed to curtail the type of accounting fraud Enron perpetrated through its use (or more accurately abuse) of what are referred to as special purpose entities (SPEs). Although much has been written chronicling and analyzing the …

China's Future Lawyers: Some Differences In Education And Outlook, Malinda L. Seymore, Patricia Ross Mccubbin, Andrea Curcio, Llewellyn Joseph Gibbons

Faculty Scholarship

The number of Chinese lawyers and law schools is burgeoning as China's legal system undergoes significant substantive changes. Whether in business transactions or in legal disputes about products liability, intellectual property, or any number of other issues, U.S. lawyers in this era of globalization will begin to have more frequent interactions with their Chinese counterparts. Additionally, more and more U.S. law students and professors are involved in international exchanges with Chinese law schools. These growing opportunities for interaction among U.S.- and China-trained legal professionals bring with them unique challenges and opportunities because of cultural, political, and legal system differences.

The …

Center Of Main Interests, International Insolvency Case Venue, And Equality Of Arms: The Eurofood Decision Of The European Court Of Justice, Samuel Bufford

Faculty Scholarship

This Article examines the Eurofood-E.C.J. decision and evaluates its impact on the decisions of the Irish and the Italian courts to open main insolvency cases for Eurofood. This Article also addresses the broader international insolvency law issues that the E.C.J. decision left open. Part II of this Article provides background information on the format and binding effect of a decision of the E.C.J. Part III explores the background of Parmalat and Eurofood and describes the Eurofood cases in the Irish and Italian courts prior to the E.C.J. decision. Part IV examines the E.C.J. decision, its rationale, and its application to …

Competence And The Three Branches Of Government, Muriel Morisey

University of Dayton Law Review

Symposium: Enacting and Interpreting Statutes in the Constitution's Shadows

The Rise Of Independent Directors In The United States, 1950-2005: Of Shareholder Value And Stock Market Prices, Jeffrey N. Gordon

Faculty Scholarship

Between 1950 and 2005, the composition of large public company boards dramatically shifted towards independent directors, from approximately 20% independents to 75% independents. The standards for independence also became increasingly rigorous over the period. The available empirical evidence provides no convincing explanation for this change. This Article explains the trend in terms of two interrelated developments in U.S. political economy: first, the shift to shareholder value as the primary corporate objective; second, the greater informativeness of stock market prices. The overriding effect is to commit the firm to a shareholder wealth maximizing strategy as best measured by stock price performance. …

Reforming Punishment Of Financial Reporting Fraud, Samuel W. Buell

Faculty Scholarship

Present sentencing law in criminal cases of financial reporting fraud is embarrassingly flawed. The problem is urgent given that courts are now regularly sentencing corporate offenders, sometimes (but sometimes not) to extremely punitive terms of imprisonment. Policing of fraud by multiple jurisdictions in a federal system means that principled sentencing law is necessary not only for first-order policy reasons but also for coordination of sanctioning efforts. Proportionality and rationality demand that sentencing law have an agreed scale for measuring cases of financial reporting fraud in relation to each other, a sound methodology for fixing a given case on that scale, …