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Full-Text Articles in Law
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland
Northwestern Journal of International Law & Business
Whether a foreign or American claimant has a private right of action in so-called ―Foreign-Cubed‖ or ―Foreign-Squared‖ claims under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Securities and Exchange Commission (SEC) Rule 10b-5 has been the subject of much debate among U.S. courts, Congress, and the international community. Historically, these cases have been heard in the United States if the conduct had a substantial effect in the United States or on U.S. citizens (the effects test), or if the fraudulent or wrongful conduct occurred in the United States (the conduct test). However, in June 2010, …
A Comparative Analysis Of Shareholder Protections In Italy And The United States: Parmalat As A Case Study, Lorenzo Segato
A Comparative Analysis Of Shareholder Protections In Italy And The United States: Parmalat As A Case Study, Lorenzo Segato
Northwestern Journal of International Law & Business
The goal of this article is to compare the protections offered to minority shareholders by the Italian system of corporate law with those offered by the U.S. legal system of corporate and securities law in order to determine if Parmalat's minority shareholders would have been better off had Parmalat been an American company listed in the U.S. financial market. This analysis will reveal several weaknesses in Italian corporate and securities laws, thereby providing a basis for suggestions on how to improve minority shareholders' rights in Italy based on the U.S. experience. Section II of this paper provides an overview of …
Shock Therapy' For Aktiengesellschaften: Can The Sarbanes-Oxley Certification Requirements Transform German Corporate Culture, Practice And Prospects?, Hudson T. Hollister
Shock Therapy' For Aktiengesellschaften: Can The Sarbanes-Oxley Certification Requirements Transform German Corporate Culture, Practice And Prospects?, Hudson T. Hollister
Northwestern Journal of International Law & Business
The Sarbanes-Oxley Act (Act) of 20021 was the U.S. Congress's hasty response to the wave of corporate scandals that had begun to devastate U.S. investor confidence during the previous year. Its sixty-six pages contain a wide range of measures designed to enhance the quality and independence of corporate audits and disclosure under the U.S. securities-regulation regime. The Act applies to public corporations-corporations that are required to file regular financial reports under the Securities Exchange Act of 1934 (Exchange Act). Objections from German corporations and observers were particularly vigorous. At least one German foreign private issuer registered with the SEC has …
A Securities Regulator Looks At Onvergence, Donald T. Nicolaisen
A Securities Regulator Looks At Onvergence, Donald T. Nicolaisen
Northwestern Journal of International Law & Business
For many years there has been a dedicated group of practitioners, standard setters, business leaders and others from around the world who have worked to establish a single set of globally accepted accounting standards for the benefit of the capital markets. These people clearly had their hearts in the right place but, absent a binding mandate to apply the standards, it seemed largely a labor of love. Now I expect those pioneering initiatives and the many years of effort to pay off because in 2005 a large number of companies are joining what up to now has been a limited …
Dangerous Territoriality Of American Securities Law: A Proposal For An Integrated Global Securities Market, The , John G. Moon
Dangerous Territoriality Of American Securities Law: A Proposal For An Integrated Global Securities Market, The , John G. Moon
Northwestern Journal of International Law & Business
Market participants, academicians, and governmental officials debated how the United States government should structure multiple securities exchanges for several years before Congress mandated the establishment of the National Market System in the 1975 Amendments to the Securities Exchange Act of 1934. During the intervening twenty-five years, recurring issues concerning the transparency, fragmentation, and fairness of the National Market System have remained unresolved. Recently, the globalization of securities markets and the development of Internet technology that permits cost-effective transnational securities trades and markets have exacerbated these issues. In fact, Internet technology makes the development of an integrated global securities market not …
The Absence Of Cross-Cultural Communication: Sec Mandatory Disclosure And Foreign Corporate Governance, James A. Fanto
The Absence Of Cross-Cultural Communication: Sec Mandatory Disclosure And Foreign Corporate Governance, James A. Fanto
Northwestern Journal of International Law & Business
U.S. corporate law scholars have recently recognized that, even in developed Western countries, there have been different solutions to the classic agency problem,1 arguably the primary focus of corporate law that governs the relationship between owners and managers in the large public corporations which are so important in the world econ- omy.2 Scholars have also acknowledged that these solutions, which fall under the general heading of corporate governance,3 do not arise solely from the evolution of some fundamental economic order or logic, but are shaped by social, political and, more generally, cultural forces, often unique to a particular country.