Law Commons^™

How To Sell Nfts Without Really Trying, Brian L. Frye

Law Faculty Scholarly Articles

Something is happening and we don’t know what it is. Suddenly last summer, the internet went nuts for “non-fungible tokens” or “NFTs.” In a matter of months, NFT sales swelled from a sleepy slough of the blockchain to a thundering cataract that shows no sign of slaking. Special NFTs sell for millions of dollars, and some are even securitized. It’s a big business that’s only getting bigger.

But no one seems to know why. Objectively, NFTs are useless, meaningless, and worthless. So why are people willing to pay millions of dollars for them, even begging for the opportunity? Maybe it …

Sec No-Action Letter Request, Brian L. Frye

Law Faculty Scholarly Articles

No abstract provided.

Disrupting Secured Transactions, Christopher G. Bradley

Law Faculty Scholarly Articles

Article 9 of the Uniform Commercial Code (UCC) governs secured transactions in personal property in all fifty states and has been lauded as “the most successful commercial statute ever.” But while Article 9 has facilitated commerce and economic growth, it remains complicated and inefficient in numerous respects. Its weaknesses are well known but have been considered necessary evils, accepted because no better approaches were available. But just as the UCC was motivated initially by the idea of streamlining the law to accommodate modern commerce, now that goal should motivate revision of the UCC itself.

This Article proposes to remove and …

You Don't Need Love . . . But It Helps: Insider Trading Law After Salman, Matthew J. Wilkins

Kentucky Law Journal

No abstract provided.

The Case For Federal Preemption Of State Blue Sky Laws, Rutheford B. Campbell Jr.

Law Faculty Popular Media

In our market economy, imposing rules on capital formation makes economic sense. Well-constructed rules regarding capital formation can promote the efficient flow of capital to its highest and best use and prevent or ameliorate fraud or unfairness to investors. These rules, however, generate additional offering costs that may retard or in some cases completely choke off the flow of capital from investors to businesses. The problem with state blue sky laws is their registration requirements, which significantly impede efficient capital formation and provide no material economic or societal benefits, such as protection of investors from fraud.

The Case For Federal Pre-Emption Of State Blue Sky Laws, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

State blue sky laws—state laws that regulate a company’s offer and sale of securities—are a substantial barrier to businesses’ efficient access to external capital. The registration provisions in state blue sky laws have been especially harmful to small businesses, a vital component of our economy that may account for 30% of the nation’s employment. The costs associated with complying with more than fifty separate and independent obligations to register securities often exceed what small businesses can pay and thus may foreclose small businesses from the capital market. At the same time, requiring small businesses to comply with multiple registration regimes …

Improving Protections For Whistleblowers: Why Congressional And Agency Intent Helped Provide The Second Circuit With The Correct Answer Of Encouraging Reporting Of Securities Violations, Alison M. Zeitlin

Kentucky Law Journal

No abstract provided.

The Role Of Blue Sky Laws After Nsmia And The Jobs Act, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

State securities laws—in particular, state laws requiring that securities offered by issuers be registered with the states—have been an impediment to the efficient movement of capital to its highest and best use. The pernicious effects of these laws—generally referred to as “blue sky laws”—have been felt most acutely by small businesses, a vital component of our national economy.

It has been difficult to remedy this problem. States and state regulators have been tenacious in protecting their registration authority from federal preemption. The Securities and Exchange Commission, on the other hand, has been reluctant to advocate for preemption and unwilling to …

The Sec's Regulation A+: Small Business Goes Under The Bus Again, Rutheford B. Campbell Jr.

Kentucky Law Journal

Title IV of the JOBS Act, which is entitled "Small Company Capital Formation," requires the Securities and Exchange Commission to adopt new rules regarding offerings under Regulation A. The Commission has now adopted its final regulations implementing Title IV and providing a new regulatory regime for exempt offerings under Section 3(b) of the Securities Act of 1933. The new regime is generally referred to as Regulation A+.

Unfortunately, history and empirical data regarding the use of Regulation A and Regulation D strongly suggest that the final Regulation A+ rules are unlikely to provide any material relief for small businesses in …

The Sec's Regulation A+: Small Business Goes Under The Bus Again, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Title IV of the JOBS Act, which is entitled "Small Company Capital Formation," requires the Securities and Exchange Commission to adopt new rules regarding offerings under Regulation A. The Commission has now adopted its final regulations implementing Title IV and providing a new regulatory regime for exempt offerings under Section 3(b) of the Securities Act of 1933. The new regime is generally referred to as Regulation A+.

Unfortunately, history and empirical data regarding the use of Regulation A and Regulation D strongly suggest that the final Regulation A+ rules are unlikely to provide any material relief for small businesses in …

Proposed Regulation A Amendments Implementing The Jobs Act: Please, Sec, Revise Your Proposed Amendments In Order To Promote Small Business Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Advocacy

The Jobs Act was enacted to promote efficient access to external capital by small businesses. Title IV of the Jobs Act raises the limit on the exemption from federal registration provided by Regulation A to $50 million and requires the SEC to enact enabling regulations. The Commission’s first iteration of its proposed Regulation A amendments implementing Title IV of the Jobs Act fails to offer small businesses efficient access to external capital. Principally, this is because the proposed Regulation A amendments: (1) fail to preempt state registration authority over small offerings by small businesses relying on the proposed Regulation A …

Proposed Crowdfunding Regulations Under The Jobs Act: Please, Sec, Revise Your Proposed Regulations In Order To Promote Small Business Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Advocacy

The Jobs Act was enacted to promote efficient access to external capital by small businesses. Title III of the Jobs Act offers small businesses the chance of efficient financial intermediation through crowdfunding. The crowdfunding exemption is not self-executing but, instead, requires regulatory implementation by the SEC.

The Commission’s first iteration of its crowdfunding rules fails to offer small businesses efficient access to external capital. Principally, this is because the proposed crowdfunding rules: (1) require excessive disclosures, especially regarding smaller crowdfunding offerings; (2) fail to offer small businesses relying on the crowdfunding exemption two-way safe harbor integration protection; and (3) fail …

Direct Private Placements, William K. Sjostrom Jr.

Kentucky Law Journal

No abstract provided.

The Role Of The States In The Regulation Of Private Placements, Manning Gilbert Warren Iii

Kentucky Law Journal

No abstract provided.

Ipos And The Slow Death Of Section 5, Donald C. Langevoort, Robert B. Thompson

Kentucky Law Journal

No abstract provided.

The Effect Of The Jobs Act On Underwriting Spreads, Usha Rodrigues

Kentucky Law Journal

No abstract provided.

Subprime Scriveners, Milan Markovic

Kentucky Law Journal

Although mortgage-backed securities ("MBS") and other financial products that nearly caused the collapse of the global financial system could not have been issued without attorneys, the legal profession's role in the financial crisis has received relatively little scrutiny.

This Article focuses on lawyers' preparation of MBS offering documents that misrepresented the lending practices of mortgage loan originators. While attorneys may not have known that many MBS would become toxic, they lacked incentives to inquire into the shoddy lending practices of prominent originators, such as Washington Mutual Bank ('WaMu"), when they and their clients were reaping considerable profits from MBS offerings. …

The New Regulation Of Small Business Capital Formation: The Impact - If Any - Of The Jobs Act, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Who Can't Raise Capital?: The Scylla And Charybdis Of Capital Formation, James D. Cox

Kentucky Law Journal

No abstract provided.

How Congress Killed Investment Crowdfunding: A Tale Of Political Pressure, Hasty Decisions, And Inexpert Judgments That Begs For A Happy Ending, Joan Macleod Heminway

Kentucky Law Journal

No abstract provided.

Dear Sec: Please Don't Abdicate Your Jobs Act Responsibility To Make Forthcoming "Regulation A+" Exemption From Registration Available To Small Businesses, Rutheford B. Campbell Jr.

Rutheford B Campbell Jr.

Title IV of the Jobs Act amends Section 3(b) of the Securities Act of 1933 by adding a new Section 3(b)(2). This new statute requires the Commission to adopt regulations (“Section 3(b)(2) Regulations”) that provide an exemption from registration for offerings of up to $50 million. The anticipated Section 3(b)(2) Regulations are often referred to as “Regulation A+”. The name used for Title IV of the Jobs Act – “Small Company Capital Formation” – indicates that the purpose of the legislation is to provide small businesses an efficient access external capital. The provisions of Title IV also suggest Regulation A …

Regulation A And The Jobs Act: A Failure To Resuscitate, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation A offers small businesses an exemption from the registration requirements of the Securities Act of 1933. The exemption is generally consistent with the obligation of the Securities and Exchange Commission to fashion exemptions that balance investor protection and capital formation. From the perspective of small businesses, the exemption may appear to provide an efficient access to external capital.

Regulation A, however, has fallen into nearly complete disuse. The millions of small businesses in this country, all of which at some point need external capital to survive and grow, simply do not use Regulation A.

Two reasons account for small …

Valuing Derivative Suits In Mergers Of Food And Natural Resource Corporations Through Analyzing The Massey And Alpha Natural Resources Merger: Methods Of Ensuring Corporate Accountability And Maximizing Shareholder Value, Robert Proudfoot

Kentucky Journal of Equine, Agriculture, & Natural Resources Law

No abstract provided.

The Wreck Of Regulation D: The Unintended (And Bad) Outcomes For The Sec’S Crown Jewel Exemptions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation D is—or at least should be—the crown jewel of the Securities and Exchange Commission's regulatory exemptions from the registration requirements of the Securities Act of 1933. It offers businesses—especially businesses with relatively small capital requirements—fair and efficient access to vital, external capital.

In this article, I present data derived from deep samples of recent Form Ds filed with the Commission. The data show that Regulation D is not working in the way the Commission intended or in a way that benefits society The data reveal that companies attempting to raise relatively small amounts of capital under Regulation D overwhelmingly …

When Is An Equity Participant Actually A Creditor? The Effects Of In Re Afi Holding On Ponzi Scheme Victims And The Good Faith Defense, James Butler Cash Jr.

Kentucky Law Journal

No abstract provided.

Regulation A: Small Businesses’ Search For “A Moderate Capital”, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Small businesses are an important part of our national economy, accounting for as much as 40% of our total economic activity and providing society with important services and products.

Small businesses face daunting economic, structural, and legal impediments when they attempt to acquire external capital. The absence of financial inter-mediation services means that they are almost always on their own to find investors. Their small capital needs mean that their relative offering costs are often sky high. Federal and state securities rules significantly exacerbate these economic and structural disadvantages by imposing onerous and unwarranted conditions on their search for external …

Extraterritorial Jurisdiction And U.S. Securities Law: Seeking Limits For Application Of The 10(B) And 10b-5 Antifraud Provisions, Brandy L. Fulkerson

Kentucky Law Journal

No abstract provided.

Closing A Bankruptcy Loop-Hole Or Impairing A Debtor's Fresh Start? Sarbanes-Oxley Creates A New Exception To Discharge, Lucian Murley

Kentucky Law Journal

No abstract provided.

11th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the UK/CLE 11th Biennial Midwest/Midsouth Securities Law Conference held in February 2002.

The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

As we move into the Twenty-First Century, state blue sky laws and regulations continue to govern a significant portion of the capital formation activities of our domestic businesses. As a result, state administrators, influenced by their historically informed preferences and local traditions, continue to play important roles when businesses attempt to access external capital sources.

Today, however, the effects of state blue sky laws, regulations, and administrators on capital formation are felt almost exclusively by small businesses. The capital formation activities of larger businesses generally have been freed from state control, most recently by the preemption contained in the National …