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Full-Text Articles in Law
Real Insider Trading, Michael A. Perino
Real Insider Trading, Michael A. Perino
Washington and Lee Law Review
In popular rhetoric, insider trading cases are about leveling the playing field between elite market participants and ordinary investors. Academic critiques vary. Some depict an untethered insider trading doctrine that enforcers use to expand their power and enhance their discretion. Others see enforcers beset with agency cost problems who bring predominantly simple, easily resolved cases to create the veneer of vigorous enforcement. The debate has, to this point, been based mostly on anecdote and conjecture rather than empirical evidence. This Article addresses that gap by collecting extensive data on 465 individual defendants in civil, criminal, and administrative actions to assess …
Protecting The Individual Rights Of Nfl Players As Private Sector Employees, Derick Vranizan
Protecting The Individual Rights Of Nfl Players As Private Sector Employees, Derick Vranizan
Seattle Journal for Social Justice
No abstract provided.
Fcpa Enforcement Against U.S. And Non-U.S. Companies, Michael S. Diamant, Christopher W.H. Sullivan, Jason H. Smith
Fcpa Enforcement Against U.S. And Non-U.S. Companies, Michael S. Diamant, Christopher W.H. Sullivan, Jason H. Smith
Michigan Business & Entrepreneurial Law Review
This Article explores how U.S. authorities have enforced the FCPA against non-U.S. companies and tests the perception that the FCPA disproportionately impacts U.S. businesses. After briefly discussing the FCPA, its enforcement, and its reach, this Article examines corporate FCPA enforcement activity since the statute’s enactment in 1977. It finds that foreign firms have actually fared worse under the FCPA despite the fact that DOJ and the SEC have brought more enforcement actions against domestic companies in absolute terms. The average cost of resolving an FCPA enforcement action to non-U.S. corporations of resolving an FCPA enforcement action has been more than …
Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky
Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky
Michigan Journal of International Law
This Note evaluates solutions to the problems of overlapping liability in general and multi-jurisdictional disgorgement in particular. Part I traces the origins of international anti-corruption efforts and provides an overview of the Foreign Corrupt Practices Act (the “FCPA”). It then discusses the two most significant international anti-corruption conventions: the OECD’s Convention on Combatting Bribery of Foreign Officials in International Business Transactions (the “OECD Convention”) and the United Nations Convention Against Corruption (“UNCAC”). Part II lays out the problems created by the lack of a formal mechanism to prevent overlapping liability— a phenomenon that violates the common law concept known as …
The Modern Corporation And Private Property Revisited: Gardiner Means And The Administered Price, William W. Bratton
The Modern Corporation And Private Property Revisited: Gardiner Means And The Administered Price, William W. Bratton
Seattle University Law Review
This essay casts additional light on The Modern Corporation’s corporatist precincts, shifting attention to the book’s junior coauthor, Gardiner C. Means. Means is accurately remembered as the generator of Book I’s statistical showings—the description of deepening corporate concentration and widening separation of ownership and control. He is otherwise more notable for his absence than his presence in today’s discussions of The Modern Corporation. This essay fills this gap, describing the junior coauthor’s central concern—a theory of administered prices set out in a Ph.D. dissertation Means submitted to the Harvard economics department after the book’s publication.
Toward Greater Guidance: Reforming The Definitions Of The Foreign Corrupt Practices Act, Matthew W. Muma
Toward Greater Guidance: Reforming The Definitions Of The Foreign Corrupt Practices Act, Matthew W. Muma
Michigan Law Review
The Foreign Corrupt Practices Act of 1977 is the cornerstone of the United States’ efforts to combat the involvement of U.S. companies and individuals in corruption abroad. Enforced by both the Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”), the Act targets companies and individuals that pay bribes to “foreign officials,” a nebulous category of persons that includes everyone from foreign cabinet members to janitors at companies only partially owned by a foreign state. After only sporadic enforcement in the early years of the Act’s existence, the SEC and DOJ now bring many cases annually. This increased …
Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black
Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black
Michigan Business & Entrepreneurial Law Review
This note demonstrates why private equity will no longer be able to avoid private investor suits as it has (mostly) done in the past and explores the industry’s response to a growing number of investor suits. Notably, the industry has already begun to shift its strategy from regulatory avoidance to regulatory capture, at least in part to avoid investor suits. Given these changes, this note proposes that the best way to maintain discipline in the transforming private equity market is to protect the ability of investors to bring private suits.
Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz
Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz
Michigan Business & Entrepreneurial Law Review
The following discussion provides a preliminary guide for those tasked with steering private equity firms through the shifting obstacle course of overseas anti-corruption compliance. Section I briefly reviews the centrality of overseas anti-corruption enforcement and its role in creating a more hospitable business climate in emerging markets. Section I also examines the American and British enforcement regimes in general before analyzing the most recent changes–specifically, changes as to the scope of liability and expansion of their jurisdiction. This section is designed to help determine whether investments or acquisitions fall within the purview of either enforcement regime. Section II discusses various …
Regulation Llc, Raymond P. Girnys
Corporate And Business Law, Laurence V. Parker
Corporate And Business Law, Laurence V. Parker
University of Richmond Law Review
In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the "Benefit Corporations Article") of the Virginia Stock Corporation Act ("VSCA"). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a "benefit corporation." These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the …
Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov
Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov
Fordham Journal of Corporate & Financial Law
No abstract provided.
Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood
Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood
Michigan Law Review
In the midst of the global recession of the late 2000s, there was an outcry against corporate executives and what the public deemed to be their excessive compensation. Although this anger is still featured in today's headlines, it is nothing new. In fact, excessive executive compensation complaints arose when the very concept of a corporation was still new. Most of the complaints that the public has leveled have had little effect on boards of directors' decisions. Occasionally, however the outcry is so great that the public compels a company's leadership to take action. This happened early in 2009 when American …
The Foreign Corrupt Practices Act, Sec Disgorgement Of Profits, And The Evolving International Bribery Regime: Weighing Proportionality, Retribution, And Deterrence, David C. Weiss
Michigan Journal of International Law
This Note uses examples such as Titan Corp. to support the argument that there are reasons to question the United States' increasing reliance on disgorgement to enforce the FCPA. Despite obvious deterrence benefits, the SEC's quest for disgorgement of ill-gotten gains raises significant questions regarding extraterritoriality, proportionality, and evidentiary uncertainty. This Note looks to the history of the FCPA and both international anti-bribery agreements and foreign statutes implementing those agreements in arguing that U.S. and foreign regulators need to create a more certain, predictable enforcement climate as the number of foreign bribery enforcement actions continue to explode.
Evaluating The Mission: A Critical Review Of The History And Evolution Of The Sec Enforcement Program, Paul S. Atkins, Bradley J. Bondi
Evaluating The Mission: A Critical Review Of The History And Evolution Of The Sec Enforcement Program, Paul S. Atkins, Bradley J. Bondi
Fordham Journal of Corporate & Financial Law
No abstract provided.
Attorneys As Debt Relief Agencies: Constitutional Considerations, Marisa Terranova
Attorneys As Debt Relief Agencies: Constitutional Considerations, Marisa Terranova
Fordham Journal of Corporate & Financial Law
No abstract provided.
An End To The Deadbeat Dad Dilemma? - Puncturing The Paradigm By Allowing A Deduction For Child Support Payments , Reginald Mombrun
An End To The Deadbeat Dad Dilemma? - Puncturing The Paradigm By Allowing A Deduction For Child Support Payments , Reginald Mombrun
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Seventh Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law: The U.K Fsa: Nobody Does It Better?, William Michael Treanor, Ben A. Indek, Jill E. Fisch
The Seventh Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law: The U.K Fsa: Nobody Does It Better?, William Michael Treanor, Ben A. Indek, Jill E. Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
Sec Enforcement And Examinations Concerning Hedge Funds, Barry W. Rashkover, Laurin Blumenthal Kleiman
Sec Enforcement And Examinations Concerning Hedge Funds, Barry W. Rashkover, Laurin Blumenthal Kleiman
NYLS Law Review
No abstract provided.
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
Fordham Journal of Corporate & Financial Law
No abstract provided.
Case For A.U. (Accountable Universities): Enforcing University Administrator Fiduciary Duties Through Student Derivative Suits, Sarah R. Kusiak
Case For A.U. (Accountable Universities): Enforcing University Administrator Fiduciary Duties Through Student Derivative Suits, Sarah R. Kusiak
American University Law Review
This Comment examines issues of charitable fiduciary enforcement in the context of private universities. Part I reviews the law of charitable entities, the rationale behind attorney general charitable enforcement, and the failures of that enforcement regime. It also examines generally the private charitable enforcement options of special interest standing and nonprofit member derivative suits. Part II examines these issues in the context of the private university, and details why student attempts to enforce the fiduciary duties of university administrators under the special interest doctrine have failed. Part III argues for the judicial recognition of a university student derivative cause of …
The Fourth Annual A.A. Sommer, Jr., Lecture On Corporate, Securities & Financial Law, William J. Mcdonough, William Michael Treanor, John Fx Peloso, Jill E. Fisch
The Fourth Annual A.A. Sommer, Jr., Lecture On Corporate, Securities & Financial Law, William J. Mcdonough, William Michael Treanor, John Fx Peloso, Jill E. Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia
A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Sec's Regulation Fd, Richard L. Anderson, David Becker, Harvey L. Goldschmid, Eric D. Roiter, Susan E. Wolf, Alex Zisson, Jill E. Fisch
The Sec's Regulation Fd, Richard L. Anderson, David Becker, Harvey L. Goldschmid, Eric D. Roiter, Susan E. Wolf, Alex Zisson, Jill E. Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
Enforced Self-Regulation: A New Strategy For Corporate Crime Control, John Braithwaite
Enforced Self-Regulation: A New Strategy For Corporate Crime Control, John Braithwaite
Michigan Law Review
Part I outlines the concept of enforced self-regulation, sketches its theoretical underpinnings, and illustrates its application in the context of corporate accounting standards. Part II argues the merits of enforced self-regulation. Part III dispels notions that the proposal is a radical departure from existing regulatory practice and points to areas in which necessary empirical research could be conducted by discussing incipient manifestations of partial enforced self-regulation models in the aviation, mining, and pharmaceutical industries. Part IV considers in some detail the weaknesses of the proposed model. The final Part considers the importance of determining an optimal mix of regulatory strategies; …
International Implications Of Limitations On "Aggregate Concentration", David Boies
International Implications Of Limitations On "Aggregate Concentration", David Boies
Michigan Journal of International Law
Traditionally, antitrust laws have been concerned with competition and concentration within a single market. In the past few years, however, increasing attention has been given to economywide or aggregate concentration-especially when such concentration is accomplished by merger rather than by internal growth. In 1979 and 1980, Congress considered Senate Bill S. 600 which would limit mergers based on size criteria that are unrelated, at least directly, to proof of a lessening of competition within any given market. The international implications of applying this principle are complex and difficult, and have yet to be fully addressed. It is the purpose of …
Doctrines And Problems Relating To U.S. Control Of Transnational Corporate Concentration, Douglas E. Rosenthal, Stuart E. Benson, Lisa Chiles
Doctrines And Problems Relating To U.S. Control Of Transnational Corporate Concentration, Douglas E. Rosenthal, Stuart E. Benson, Lisa Chiles
Michigan Journal of International Law
It is the principal thesis of this article that important recent case decisions in U.S. antitrust law reflect just this conflict over the extent to which intraindustry (horizontal) concentration is economically harmful. We are at a point where the future direction of the law is difficult to discern. Until there is greater U.S. policy agreement, and consistency within U.S. law itself, it is unlikely that any common transnational response will emerge to even horizontal corporate concentration. Ironically, it may not be possible to clarify U.S. antitrust law as long as the underlying policy conflict remains so sharp. For the present, …
Corruption And The Foreign Corrupt Practices Act Of 1977, Fredric Bryan Lesser
Corruption And The Foreign Corrupt Practices Act Of 1977, Fredric Bryan Lesser
University of Michigan Journal of Law Reform
This article first discusses the business activities and competing interests which prompted congressional action. Part II analyzes the FCPA and attempts to solve the ambiguities inherent in the criminalization provisions, thereby clarifying which activities are proscribed by the FCPA and what is meant by the Act's corruption requirement. Finally, Part III examines the possibilities for multinational agreements prohibiting bribery.
Corporations-Forfeiture Of Charter-Criminal Act As A Ground Therefor, James A. Sprunk S. Ed.
Corporations-Forfeiture Of Charter-Criminal Act As A Ground Therefor, James A. Sprunk S. Ed.
Michigan Law Review
Plaintiff, a private citizen, brought a civil action for forfeiture of defendant's corporate franchise, alleging a violation of the Minnesota anti-trust statute. In addition to penal sanctions, the statute provided that any corporation violating its provisions "shall forfeit all of its corporate franchises," and, further, that any citizen may enforce the statute. Defendant contended that proceedings under this statute, a part of the criminal code, were criminal, and that a private citizen could not conduct a criminal prosecution. Held, forfeiture of a corporate charter is a civil consequence of violating the criminal statute; thus, a criminal conviction is not …