Business Commons^™

Defining "Material, Nonpublic": What Should Constitute Illegal Insider Information?, Cindy A. Schipani, H. Nejat Seyhun

Fordham Journal of Corporate & Financial Law

It has been over fifty years since the United States Securities and Exchange Commission held that insider trading on material, nonpublic information is illegal, and despite the passage of the Insider Trading Sanctions Act in 1984, Insider Trading and Securities Fraud Enforcement Act in 1988, and the Sarbanes-Oxley Act of 2002, there is still no clear definition of “material, nonpublic information.” This Article argues that the ambiguity of what constitutes illegal insider information enables corporate insiders to engage in profitable transactions without legal consequences. Furthermore, we argue and provide evidence that the necessity of showing a tipper’s personal benefit creates …

Can't Live With Them, Can't Live Without Them: How Mini-Cfpas And Surety Bonds Could Make A World With Debt Settlement Companies More Bearable, Jasmine S. Chean

Fordham Journal of Corporate & Financial Law

Debt settlement companies can offer a simple and valuable means of resolving consumer debt. However, many debt settlement companies choose to engage in unfair, deceptive, or abusive acts and practices at the expense of desperate debt-ridden consumers, making it an unrealistic option of debt relief. Due to the unfair, deceptive, and abusive acts and practices by some debt settlement companies, the regulatory regime has been trending towards increased regulation. However, the lack of enforcement and severity of existing regulations causes persistent problems in the debt settlement industry, resulting in increased consumer debt instead of consumer debt relief. This Note advocates …

The Fifteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center, Frederick H. Alexander, Chris Cernich, Mark Lebovitch, Norman M. Monhait, Andrew J. Pincus

Fordham Journal of Corporate & Financial Law

No abstract provided.

Sunlight Bylaws And Reciprocal Disclosures, Grace Lee Mead

Fordham Journal of Corporate & Financial Law

Publicly-traded companies have the power to pass sunlight bylaws to address hedge fund activism. Sunlight bylaws would require activist hedge funds to publicly disclose any strategic proposals and their financial interests in companies earlier and at thresholds lower than current securities laws. Sunlight bylaws would also require disclosure of additional information, including: (1) the percentage of the fund’s portfolio invested in the company; (2) the fund manager’s compensation; (3) the fund manager’s investment in the fund; (4) the fund’s portfolio turnover; and (5) the fund’s prior holding periods after any announcements of an ownership interest and a strategic proposal. Academic …

The Overstated Absolute Priority Rule, Stephen J. Lubben

Fordham Journal of Corporate & Financial Law

No abstract provided.

Private Equity's Overleveraging Of Portfolio Companies, Sophia Agathis

Fordham Journal of Corporate & Financial Law

With record-low interest rates, private equity has seen unparalleled activity in recent years. Though thriving, private equity firms have proved to be guilty of overleveraging their portfolio companies as general partners. The results of overleveraging have been varied. At one end, firms seem dedicated to a portfolio company’s restructuring, investing further and pledging more capital in hopes of future growth. At the other end, firms wishing to exit their investment, redeem debt previously given to a portfolio company at a premium and engage in a quick sale thereafter, leaving that company unable to satisfy its future obligations. Firms that engage …

A Single Call: The Need To Amend The Parent-Subsidiary Relationship Under The Ftaia In View Of Motorola Mobility, Catherine E. Cognetti

Fordham Journal of Corporate & Financial Law

In Motorola Mobility, LLC v. AU Optronics Corporation, the Seventh Circuit dismissed Motorola’s Sherman Act claims under the Foreign Trade Antitrust Improvement Act. In doing so, they held that Motorola’s American parent corporation was a separate entity from their foreign subsidiaries, and thus barred from bringing suit under the indirect purchaser doctrine. The effect of the Seventh Circuit’s decision precluded injured purchasers from recovering damages under the Sherman Act—Motorola’s subsidiaries could not sue because their injuries occurred abroad, while Motorola could not sue because it did not make direct purchases from the antitrust violators.

Courts have often considered a parent …

Agora: Reflections On Rjr Nabisco V. European Community: The Scope And Limitations Of The Presumption Against Extraterritoriality, Hannah Buxbaum

Articles by Maurer Faculty

No abstract provided.

Correlates Of Ethical Sensitivity And Reasoning And Their Potential Influence On Accounting Education, Michael Francis Ruff

2016

This dissertation consists of three studies investigating the impact of accounting ethics interventions on graduate students in accountancy. This dissertation relies primarily on neo-Kohlbergian theory and Rest’s framework of ethical behavior (Rest 1979, 1986) because this framework has figured prominently in the body of accounting and auditing research on ethics and professionalism.

The first study reviews and synthesizes the current state of the literature regarding accounting ethics. This literature review starts with definitions and follows with a history and evolution of ethics theories, with an emphasis on neo-Kohlbergian theory, Rest’s Four Component Model of ethical behavior, the Defining Issues Test …

An Overview Of The Sec's Whistleblower Award Program, Michael H. Hurwitz, Jonathan Kovacs

Fordham Journal of Corporate & Financial Law

In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act in response to the stock market collapse and economic downturn as well as the Bernard Madoff scandal and other well-publicized frauds perpetrated against investors. Among its numerous provisions, the Dodd-Frank Act amended the Securities Exchange Act of 1934 to add a new section—Section 21F—entitled “Securities Whistleblower Incentives and Protection.” The Dodd- Frank Act also directed the Securities and Exchange Commission to establish an Office of the Whistleblower to administer the provisions of the new section. The Commission subsequently adopted regulations that went into effect on August 12, …

Property Or Currency? The Tax Dilemma Behind Bitcoin, Scott A. Wiseman

Utah Law Review

At Bitcoin’s peak in November 2013, there were 93,000 global transactions made in a single day. These users purchased everyday items such as personal services, food, and real estate. This alone suggests that Bitcoin is not primarily used as a long-term investment tool, but rather is used as a currency and a vehicle for global transactions. Congress and the IRS should regulate it accordingly. Representative Stockman’s Virtual Currency Reform Act offered an attempt to negate the IRS decision and officially classify Bitcoin and other virtual currencies as currency instead of property. A tax reclassification would alleviate typical users’ many inconveniences …

Startups And Unmet Legal Needs, Alice Armitage, Evan Frondorf, Christopher Williams, Robin Feldman

Utah Law Review

Our survey results demonstrate that startup companies are exposed to a wide variety of legal needs from an early stage: when attorneys associated with the Startup Legal Garage were asked to handle a company’s most pressing legal needs, the average startup received assistance with over three distinct legal matters over the course of a thirteen-week academic semester. These issues often spanned multiple categories. Although matters frequently touched on a variety of topics within companies, strong similarities emerged in the types of issues faced by all startups in our sample. Almost 90% of the legal matters addressed by Startup Legal Garage …

Altering Rules, Cumulative Voting, And Venture Capital, John F. Coyle

Utah Law Review

Legal scholars have long debated the proper balance betweenmandatory and default rules in corporate law. One group — the contractarians — maintain that corporatelaw should function as an off-the-rack set of default rules that approximate, as much as possible,the rules that the transacting parties would have agreed to if bargaining were costless. The contractarians are generally skeptical of mandatory rules because they interfere with the ability of the parties to decide for themselves how to organize their economic relationships. Another group of scholars—the anti - contractarians — have argued that corporate law should seek to achieve certain regulatory objectives separate …

The Interconnections Between Entrepreneurship, Science, And The Patent System, Amy Landers

Utah Law Review

This Article considers several related points about the recent changes to the patent system and the opportunities for entrepreneurship. The concern about the adverse effect of the recent changes to patent law on innovation may be overstated. As a practicalmatter, the concept that patents are a necessary input to innovation is built on a model that does not account for the complex relationship between this legal system, science, and innovation. Although it can be expected that there may be some adverse impacts from these decisions, this trend opens up the opportunity for entrepreneurship. By releasing more foundational information into the …

Inclusive Crowdfunding, Andrew A. Schwartz

Utah Law Review

Retail crowdfunding under Title III of the JOBS Act has a fundamental advantage over accredited crowdfunding and intrastate crowdfunding: the value of inclusivity. What that is worth in a given instance may be difficult to calculate, but it is surely more than zero. This is one reason to expect that retail crowdfunding, once it commences, may prove more successful than many commentators anticipate.

Alice Was No Rabbit Hole: Why Software Inventors Should Be Neither Surprised, Nor Alarmed, Sherman Helenese

Utah Law Review

Trade secrets offer an alternative to patent - ineligible innovations and to the problems and perils of protecting, defending and enforcing patents. Although there is currently limited trade secret legislation on the national level, nearly all states have adopted, with little substantive variation, the Uniform Trade Secrets Act. Unlike patent - eligibility requirements that precluded software in Gottschalk, Diehr, Alice, and Tenon from patent protection, no trade secret is automatically deemed out of scope. Trade secrets encompass anything of value, so long as it is not generally known and reasonable steps are taken, such as the use …

Warehouse Receipts In United States Law – Summary For The Pacific-Rim, Drew L. Kershen

Faculty Articles

The Second Pacific-Rim Colloquium (January 2015) had its focus on the business structure for warehouses and warehouse receipts and discussions about creating an Electronic Warehouse Receipts (EWR) system, particularly on an “open” or a “closed” system. The Colloquium identified two legal concepts – “negotiable” and “duly negotiated” – as the ultimate goals for a functioning EWR system. However, foundations for an EWR system must be in place before legal concepts can become functionally meaningful.

The Corporation's Place In Society, Gabriel Rauterberg

Faculty Scholarship

The vast majority of economic activity is now organized through corporations. The public corporation is usurping the state’s role as the most important institution of wealthy capitalist societies. Across the developed world, there is increasing convergence on the shareholder-owned corporation as the primary vehicle for creating wealth. Yet nothing like this degree of convergence has occurred in answering the fundamental questions of corporate capitalism: What role do corporations serve? What is the goal of corporate law? What should corporate managers do? Discussion of these questions is as old as the institutions involved.

Veterans First Contracting Program Preference Hierarchy: Effect On Veteran-Owned Small Business, Harry Parker

Walden Dissertations and Doctoral Studies

U.S. Department of Veterans Affairs (DVA) leaders created a Veterans First Contracting Program (VFCP) under Public Law 109-461 to provide procurement opportunities for veteran-owned small businesses (VOSBs) and service-disabled veteran-owned small businesses (SDVOSBs). However, DVA leaders established a preference hierarchy that increased opportunities for SDVOSBs and decreased opportunities for VOSBs. Research was lacking regarding the effects of the preference policy on VOSBs as a distinct small business category. The purpose of this phenomenological study was to explore and understand the experiences of 20 VOSB owners actively enrolled in the VFCP from Maryland, Virginia, and District of Columbia. Through the lens …

Success Strategies Saudi Entrepreneurs Used To Navigate Through Regulations In Jeddah, Farah Mehar Spencer

Walden Dissertations and Doctoral Studies

Saudi Arabian entrepreneurs face major difficulties with the country's complex regulatory system. Based on Schumpeter's theory of entrepreneurship, the purpose of this phenomenological study was to reveal the lived experiences of Saudi entrepreneurs in navigating regulatory procedures in Jeddah. Data were collected through prolonged, face-to-face phenomenological interviews with 22 Saudi businesspeople who started successful businesses. The van Kaam method and member checking helped validate the transcribed data, which were subsequently coded into 4 themes. Four themes emerged from the data analysis: (a) obstacles in regulatory processes, (b) lack of information, (c) cumbersome procedures and need for alternatives to stringent protocols, …

Corporate Reorganisation Of China’S Listed Companies: Winners And Losers, Zinian Zhang

Research Collection Yong Pung How School Of Law

This article is the first empirical study investigating the corporate reorganisation of Chinese domestically-listed companies. Through examining these cases, it challenges the assertion made by most of these corporate reorganisation plans and by Chinese state-run media reports that creditors and general public shareholders were the major beneficiaries. Through an analysis of the data generated from all forth-three such cases, this articles reveals that: First, unsecured creditors could have, on average, received 61.37% more of their claims if the fundamental value distribution principle, the absolute priority norm, could have been complied with in these reorganisations; Second, if the general-public-shareholder-protection scheme issued …

Panel 2: Native Advertising, Ellen Goodman, Rick Kurnit, Shelly Paioff, Jeremy Sheff, Po Yi, Felix Wu

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Panel 1: False Advertising, Ashima Dayal, Jeffrey Greenbaum, Jen Lavie, Rebecca Tushnet, Brett Frischmann

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Are You Faux Real? An Examination Of Art Forgery And The Legal Tools Protecting Art Collectors, Leila A. Amineddoleh

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Introductions, Tatsuya Adachi

Cardozo Arts & Entertainment Law Journal

No abstract provided.

The Biblical Fool And The Brander: The Law And Economics Of Propertization In American Trademark Law, William P. Kratzke

Cardozo Arts & Entertainment Law Journal

Isaiah 35:8, which tells of 'fools" upon a highway who shall not err, became authority for the position that the Federal Trade Commission (FTC) should protect fools from deception. This Article examines the biblical passage in context and concludes that it does not support protection of unthinking, credulous people. Ensuing FTC orders based on witnesses' speculation of how fools would construe particular claims actually harmed fools. The FTC retreated Unfortunately, the objective of protecting fools from deception has taken over § 43(a) Lanham Act jurisprudence-but now sellers speculate in competitor lawsuits how fools will construe competitors' claims and undertake to …

Quasi-Public Spending, John R. Brooks

Georgetown Law Faculty Publications and Other Works

The United States has increasingly designed certain public spending programs not as traditional tax-financed programs, but rather as mixtures of private expenditures, subsidies, and limited taxes. Thus part of what could have gone to the government as a tax is instead used to purchase the good or service directly, with only incremental taxes and subsidies to manage distributional goals. This Article terms this “quasi-public spending,” and argues that it is descriptive of our evolving approaches to both health care and higher education. Based on this observation, the Article defines and analyzes quasipublic spending and compares it to both traditional public …

The "Director Preference" In Stockholder Litigation, Megan Wischmeier Shaner

Faculty Articles

Stockholders are widely viewed as the owners of and residual claimants to the assets of a corporation. Management of a corporation, by contrast, is entrusted to paid managers – the board of directors and executive officers. To prevent both directors and officers from managing the corporation for their personal benefit without regard to the interests of stockholders, stockholders have the ability to sue for such behavior as a breach of fiduciary duty. But in practice, directors are the primary focus of this type of stockholder litigation while officers are largely ignored – a phenomenon this paper labels the “director preference.” …

Comment To The Sec In Support Of The Enhanced Disclosure Of Patent And Technology License Information, Colleen V. Chien, Jorge Contreras, Carol Corrado, Stuart Graham, Deepak Hedge, Arti K. Rai, Saurabh Vishnubhakat

Faculty Scholarship

Intangible assets like IP constitute a large share of the value of firms, and the US economy generally. Accurate information on the intellectual property (IP) holdings and transactions of publicly-traded firms facilitates price discovery in the market and reduces transaction costs. While public understanding of the innovation economy has been expanded by a large stream of empirical research using patent data, and more recently trademark information this research is only as good as the accuracy and completeness of the data it builds upon. In contrast with information about patents and trademarks, good information about IP licensing is much less publicly …

Assessing The Effectiveness Of Safety Training Provided To Corrections Personnel In Appalachia, Ali K. Al Yammahi

Online Theses and Dissertations

The context of the study was assessment of whether corrections officers in Appalachia are receiving adequate health and safety training who attended health and safety trainings sessions provided by the OSHA Training Institute and Education Center on the campus of Eastern Kentucky University. Participants included in the study were corrections officers who have been working in corrections for a minimum of two years. Participants were required to be working in Appalachian corrections during distribution of the questionnaire. Participants were selected by using convenience and snowball sampling procedures. The questionnaire was sent on 4 separate occasions, 10 of the expected 30 …