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Full-Text Articles in Law
Downstream Securities Regulation, Anita Krug
Downstream Securities Regulation, Anita Krug
All Faculty Scholarship
Securities regulation wears two hats. Its “upstream” side governs firms in connection with their obtaining financing in the securities markets. That is, it regulates firms’ and issuers’ offers and sales of securities, whether in public offerings to retail investors or in private offerings to institutional investors. Its “downstream” side, by contrast, governs financial services providers, who assist with investors’ activities in those markets. Their services include providing advice regarding securities investments, as investment advisers do; aggregating investors’ assets for purposes of enabling those investors to invest their assets collectively, as mutual funds do; and acting as “middlemen” between buyers and …
Investment Company As Instrument: The Limitations Of The Corporate Governance Regulatory Paradigm, Anita Krug
Investment Company As Instrument: The Limitations Of The Corporate Governance Regulatory Paradigm, Anita Krug
All Faculty Scholarship
U.S. regulation of public investment companies (such as mutual funds) is based on a notion that, from a governance perspective, investment companies are simply another type of business enterprise, not substantially different from companies that produce goods or provide (noninvestment) services. In other words, investment company regulation is founded on what this Article calls a “corporate governance paradigm,” in that it provides a significant regulatory role for boards of directors, as the traditional governance mechanism in business enterprises, and is “entity centric,” focusing on intraentity relationships to the exclusion of superentity ones. This Article argues that corporate governance norms, which …