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Articles 31 - 60 of 116
Full-Text Articles in Law
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.
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 …
An Overview Of The Fannie And Freddie Conservatorship Litigation, David J. Reiss
An Overview Of The Fannie And Freddie Conservatorship Litigation, David J. Reiss
Faculty Scholarship
No abstract provided.
Leveraging Mining Investments In Water Infrastructure For Broad Economic Development: Models, Opportunities And Challenges, Perrine Toledano, Clara Roorda
Leveraging Mining Investments In Water Infrastructure For Broad Economic Development: Models, Opportunities And Challenges, Perrine Toledano, Clara Roorda
Columbia Center on Sustainable Investment Staff Publications
The initial phase of the Leveraging Mining-Related Infrastructure Investments for Development project consisted of a worldwide survey of regulatory, commercial and operating case studies of shared use of mining-related infrastructure. This Policy Paper delivers the findings for water infrastructure.
The Impact Of Investment Treaties On Governance Of Private Investment In Infrastructure, Lise Johnson
The Impact Of Investment Treaties On Governance Of Private Investment In Infrastructure, Lise Johnson
Columbia Center on Sustainable Investment Staff Publications
Governments are increasingly turning to the private sector to provide the capital, resources and/or know-how necessary for development and operation of infrastructure. In some cases, the involvement by the private sector will trigger coverage by an international investment treaty that overlies, and can override, the domestic law and contract that would otherwise be applicable to the project. This working paper discusses the circumstances affecting when an investment treaty will apply and also highlights some of the ways that investment treaties can impact governance of infrastructure development and operation. While focusing on the relationship between investment treaties and investments in infrastructure, …
A Framework To Approach Shared-Use Of Mining Related Infrastructure, Perrine Toledano, Sophie Thomashausen, Nicolas Maennling, Alpa Shah
A Framework To Approach Shared-Use Of Mining Related Infrastructure, Perrine Toledano, Sophie Thomashausen, Nicolas Maennling, Alpa Shah
Columbia Center on Sustainable Investment Staff Publications
In April 2013, CCSI was awarded a grant from the Australian Government to develop an economically, legally and operationally rational framework to enable shared use of mining-related infrastructure, including rail, ports, power, water, internet and telecommunications. The framework was obtained by distilling best practice principles from infrastructure developments around the world, guided by expert opinion. It has most recently been refined through in-depth case studies in Liberia, Sierra Leone, and Mozambique, although its principles aim to be of general relevance to all resource rich African countries. The report was finalized in March 2014.
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher C. H. Chen
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher C. H. Chen
Research Collection Yong Pung How School Of Law
The purpose of this article is to examine the role of the Securities and Futures Investors Protection Center (SFIPC) in Taiwan in enforcing the duties of directors. To help shareholders or investors pursue a director for breach of company law or securities regulations, Taiwan created the SFIPC, a charity sanctioned by statutes, to bring class action or direct legal action on behalf of minority shareholders or individual investors. By conducting an empirical survey of judgments from lawsuits involving the SFIPC since its creation, we found that the SFIPC is generally very active in enforcing securities regulations but far less active …
The Responsibilities Of Lawyers For Their Clients Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
The Responsibilities Of Lawyers For Their Clients Misstatements And Omissions To The Securities Market In Singapore, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This article examines the extent to which lawyers advising on the disclosure documents of their clients issued to the securities markets should be responsible for their clients’ disclosure failures. It identifies the following problems with the current framework. First, there is a lack of objective due diligence standards which lawyers are expected to meet when they are advising on public disclosure documents. Second, except for takeovers, lawyers are not subject to public enforcement actions even if they have not acted with due care and diligence in ensuring that their clients comply with their disclosure obligations. Third, private enforcement actions against …
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.
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 …
Investment Treaties And Industrial Policy: Select Case Studies On State Liability For Efforts To Encourage, Shape And Regulate Economic Activities In Extractive Industries And Infrastructure, Lise Johnson
Columbia Center on Sustainable Investment Staff Publications
This paper, prepared in connection with a February 2014 conference organized by the UN Economic Commission for Africa, discusses some of the implications that investment treaties have for investments in infrastructure and the extractive industries. It focuses on liability for government conduct (1) in connection with tenders and negotiations; (2) when responding to questions regarding the legality of the investment; (3) in using performance requirements to leverage benefits and capture spillovers from the investment; (4) changing the legal framework governing an investment in response to evolving needs, circumstances, and interests; (5) administering the investment; and (6) requesting, and responding to …
Exculpatory Hedge Clauses In Investment Advisory Contracts: Developments Since Heitman Capital, Francis J. Facciolo, Leland Solon
Exculpatory Hedge Clauses In Investment Advisory Contracts: Developments Since Heitman Capital, Francis J. Facciolo, Leland Solon
Faculty Publications
The Investment Company Act of 1940 (ICA) and the Investment Advisers Act of 1940 (IAA) prevent an investment adviser from contractually limiting liability to its advisees through three main routes: statutory anti-waiver prohibitions, the IAA’s anti-fraud provisions, and limitations on indemnification by registered investment companies of their investment advisers. This article focuses on one of these three areas, the IAA’s anti-fraud provisions, and specifically, the SEC’s expansive interpretations of those anti-fraud provisions to cover exculpatory “hedge clauses” – caveats or cautionary statements – by investment advisers purporting to limit their liability to their advisees.
Broker-Dealers, Institutional Investors, And Fiduciary Duty: Much Ado About Nothing, Lin (Lynn) Bai
Broker-Dealers, Institutional Investors, And Fiduciary Duty: Much Ado About Nothing, Lin (Lynn) Bai
Faculty Articles and Other Publications
Under the mandate of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC is soliciting public opinions on whether broker-dealers should be subject to a fiduciary duty when advising retail and institutional investors. This paper focuses on the advisability of such a proposal for institutional investors. It shows that (1) a fiduciary duty could potentially enhance broker-dealers’ standard of conduct for only a subset of institutional investors who are well capitalized, capable of assessing risks independently, and acknowledge in writing their non-reliance on broker-dealers’ advice. Thus, the benefit of fiduciary duty is much narrower than what its …
Remic Tax Enforcement As Financial-Market Regulator, Bradley T. Borden, David J. Reiss
Remic Tax Enforcement As Financial-Market Regulator, Bradley T. Borden, David J. Reiss
Faculty Scholarship
No abstract provided.
Is The Independent Director Model Broken?, Roberta Karmel
Is The Independent Director Model Broken?, Roberta Karmel
Faculty Scholarship
No abstract provided.
Is The Independent Director Model Broken?, Roberta Karmel
Is The Independent Director Model Broken?, Roberta Karmel
Faculty Scholarship
No abstract provided.
An Introduction To The Symposium And An Examination Of Morrison’S Impact On The Presumption Against Extraterritoriality, Franklin A. Gevurtz
An Introduction To The Symposium And An Examination Of Morrison’S Impact On The Presumption Against Extraterritoriality, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
Trading Away Human Rights, Kaitlin Y. Cordes, Olivier De Schutter
Trading Away Human Rights, Kaitlin Y. Cordes, Olivier De Schutter
Columbia Center on Sustainable Investment Staff Publications
Trade negotiators in Singapore recently failed to finalize a deal on the long-awaited Trans-Pacific Partnership; they will soon have another chance to complete what would be the world’s largest regional free-trade agreement. But, given serious concerns that the TPP will fail to consider important human-rights implications, that is no cause for celebration.
Managing The Public Trust: How To Make Natural Resource Funds Work For Citizens, Andrew Bauer, Perrine Toledano, Malan Rietveld
Managing The Public Trust: How To Make Natural Resource Funds Work For Citizens, Andrew Bauer, Perrine Toledano, Malan Rietveld
Columbia Center on Sustainable Investment Staff Publications
Given their collective size – approximately $3.5 trillion in assets as of end-2013 and growing – and concerns about the motivations of their government owners, much has been written on natural resource funds (NRFs), their investments and global influence. However their impacts on governance and public financial accountability at home have received far less attention.
On the one hand, these funds can be used to serve the public interest, for example by covering budget deficits when resource revenues decline, saving for future generations, or helping to mitigate Dutch Disease through fiscal sterilization. On the other hand, they can undermine public …
Dodd-Frank's Conflict Minerals Rule: The Tin Ear Of Government-Business Regulation, Henry Lowenstein
Dodd-Frank's Conflict Minerals Rule: The Tin Ear Of Government-Business Regulation, Henry Lowenstein
Marketing and Hospitality, Resort and Tourism Management
This paper examines an unusual provision included in the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010), Section 1502 known as the Conflict Minerals Rule. This provision, having nothing to do with the subject matter of the act itself, attempts to place a chilling effect on the trade of four identified minerals from the Democratic Republic of Congo. The provision and its subsequent rule, surprisingly delegated to the U.S. Securities and Exchange Commission (an agency lacking subject matter expertise in minerals) presents a case and object lesson of almost every cost, procedural and legal error that can take place …
Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead
Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead
Cornell Law Faculty Publications
The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.
This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …
The Improbable Birth And Conceivable Death Of The Securities Arbitration Clinic, Jill I. Gross
The Improbable Birth And Conceivable Death Of The Securities Arbitration Clinic, Jill I. Gross
Elisabeth Haub School of Law Faculty Publications
This Article explores the birth, life, and possible death of securities arbitration clinics (SACs) in the United States. Part II of this Article describes the history of the securities arbitration clinic in the United States. Part III describes how a SAC operates and how SAC students help investors. Part IV reviews the pedagogical advantages and disadvantages of a SAC, and addresses the reluctance of many law schools to embrace this type of clinic. Part V concludes by predicting whether these clinics have a future in light of the modern challenges to clinical legal education.
State Liability For Regulatory Change: How International Investment Rules Are Overriding Domestic Law, Lise Johnson, Oleksandr Volkov
State Liability For Regulatory Change: How International Investment Rules Are Overriding Domestic Law, Lise Johnson, Oleksandr Volkov
Columbia Center on Sustainable Investment Staff Publications
With governments around the world pushing efforts to negotiate and approve mega-investment treaties, it is important to be clear on just what these investment treaties do and do not mean. One issue that is increasingly apparent is that investment treaties are not merely tools to provide protections against abusive regimes and egregious conduct, but are mechanisms through which a small and typically powerful set of private actors can change the substantive content of the law outside the normal domestic legislative and judicial frameworks.
A New Crime For Corporate Misconduct?, Peter J. Henning
A New Crime For Corporate Misconduct?, Peter J. Henning
Law Faculty Research Publications
No abstract provided.
The Role Of Comparative Law In Shaping Corporate Statutory Reforms, Marco Ventoruzzo
The Role Of Comparative Law In Shaping Corporate Statutory Reforms, Marco Ventoruzzo
Journal Articles
This Essay discusses how comparative law played and plays a role in the statutory development of corporate laws. The influence of laws of other systems on the development of statutory law is common, explicit, and represents a tradition that accompanied legal reforms since the very beginning of the development of legislation.
Focusing on modern corporate law, I argue (but the argument could be extended to many other legal fields) that it is necessary to distinguish two basic ways in which comparative law influences legal reforms in one particular jurisdiction. The first one is through regulatory competition among different systems. In …
Obligations And Potential Liabilities Of Attorneys In Public And Private Offerings, William O. Fisher
Obligations And Potential Liabilities Of Attorneys In Public And Private Offerings, William O. Fisher
Law Faculty Publications
This chapter examines issues that attorneys face when performing services for developing companies, with particular focus on private offerings and the initial public offering ("IPO"). In private and public offerings, both the securities laws and the issuer's interests mandate that the offering document present full and fair disclosure of the issuer's business and financial condition. In assisting an issuer, attorneys share this goal; and can face liability if they err when providing services in such a transaction.
The Private Securities Litigation Reform Act And Particularity: Why Are Some Courts In An Alternate Universe?, Charles W. Murdock
The Private Securities Litigation Reform Act And Particularity: Why Are Some Courts In An Alternate Universe?, Charles W. Murdock
Faculty Publications & Other Works
No abstract provided.
The Virtues Of Private Securities Litigation: An Historic And Macroeconomic Perspective, Steven A. Ramirez
The Virtues Of Private Securities Litigation: An Historic And Macroeconomic Perspective, Steven A. Ramirez
Faculty Publications & Other Works
No abstract provided.
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Evolution From Liberal To Reactionary In Rule 10b-5 Actions, Charles W. Murdock
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Evolution From Liberal To Reactionary In Rule 10b-5 Actions, Charles W. Murdock
Faculty Publications & Other Works
"Political" decisions such as Citizens United and National Federation of Independent Business (Obamacare) reflect the reactionary bent of several Supreme Court Justices. But this reactionary trend is discernible in other areas as well. With regard to Rule lOb-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The Article examines the trend over the past forty years which has become increasingly conservative and, finally, reactionary.
The first trilogy was a liberal one, arguably overextending the scope of Rule lOb-5. This was followed by a conservative trilogy that put a brake on such extension, …
Leave Time For Trouble: The Limitations Periods Under The Federal Securities Laws, Michael J. Kaufman, John M. Wunderlich
Leave Time For Trouble: The Limitations Periods Under The Federal Securities Laws, Michael J. Kaufman, John M. Wunderlich
Faculty Publications & Other Works
No abstract provided.
A People’S History Of Collective Action Clauses, Mark C. Weidemaier, Mitu Gulati
A People’S History Of Collective Action Clauses, Mark C. Weidemaier, Mitu Gulati
Faculty Scholarship
For two decades, collective action clauses (CACs) have been part of the official-sector response to sovereign debt crisis, justified by claims that these clauses can help prevent bailouts and shift the burden of restructuring onto the private sector. Reform efforts in the 1990s and 2000s focused on CACs. So do efforts in the Eurozone today. CACs have even been suggested as the cure for the US municipal bond market. But bonds without CACs are still issued in major markets, so reformers feel obliged to explain why they know better. Over time, a narrative has emerged to justify pro-CAC reforms. It …
National And Coordinated Approaches To Securities Regulation: The Latest Initiatives In Historical Context, David L. Johnston, Kathleen Rockwell, Cristie Ford
National And Coordinated Approaches To Securities Regulation: The Latest Initiatives In Historical Context, David L. Johnston, Kathleen Rockwell, Cristie Ford
All Faculty Publications
If securities regulation is any indication, few countries in the world take their federalism as seriously as Canada does. Notwithstanding an increasingly globalised world, the central reality of Canadian federalism will continue to influence the enactment and enforcement of effective capital markets regulation. In the latest development, on September 8, 2014 the federal government and four participating provinces announced draft legislation, including a new uniform provincial act and new federal legislation, to establish a new Cooperative Capital Markets Regulator (CCMR). Some provinces are strongly opposed, including Québec, which has promised to challenge the proposed regime on constitutional grounds. This chapter …