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Articles 1 - 30 of 36
Full-Text Articles in Law
The Insidious Remnants Of State Rules Respecting Capital Formation, Rutheford B. Campbell Jr.
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 …
10th Biennial Midwest/Midsouth Securities Law Conference, Office Of Continuing Legal Education At The University Of Kentucky College Of Law
10th 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 10th Biennial Midwest/Midsouth Securities Law Conference held in February 2000.
Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai
Hong Kong's Reformed Broker Contribution Rules, Lin (Lynn) Bai
Faculty Articles and Other Publications
Lynn Bai of the Hong Kong Securities and Futures Commission outlines the new risk-based calculation method for brokers' contributions to the stock clearing fund.
Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes
Adequacy Of Disclosure Of Restrictions On Flipping Ipo Securities, Royce De R. Barondes
Faculty Publications
This Article examines the implications of this practice under the disclosure obligations imposed by federal securities laws and concludes that the current disclosure is materially misleading, particularly in light of the failure to disclose the selective application of the penalties. Moreover, the selective application of the penalties casts significant doubt on whether these offerings can be considered “fixed price” offerings, which would mean that cursory disclosure of the practice would not suffice.
Depoliticizing Financial Regulation, Steven A. Ramirez
Depoliticizing Financial Regulation, Steven A. Ramirez
Faculty Publications & Other Works
No abstract provided.
Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers, Roberta S. Karmel
Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Laws Governing Bank Securities Activities In The United States, Hanning Zhang
Laws Governing Bank Securities Activities In The United States, Hanning Zhang
LLM Theses and Essays
This thesis analyzes the previous regulatory approach to bank investment activities in the United States and its effects on the banking industry, discusses regulatory changes that expanded banking powers, reviews the new legislation and potential problems in the current movement of financial reform, and suggests some solutions. Chapter II reviews previous statutory regimes on bank securities activities, including those separating traditional and investment banking under the Glass-Steagall Act and Bank Holding Company Act. The regulatory regime under the E.U. banking system is addressed to give an example of successful deregulation, by which universal banks may fully enjoy the rapid changing …
Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil
Securities Disclosure Regime - Challenges Posed By The Internet And Technology, Thomas Thomas Thoppil
LLM Theses and Essays
This thesis is an effort to evaluate the structural changes that have taken place in the securities market of the United States and its impact on securities disclosure regime mandated by the Federal Securities Act. Part 2 of the thesis discusses the securities disclosure regime and its underlying economic theories. This part also traces the challenges posed by technology and takes a quick look at the argument that the traditional norms are incompatible in dealing with those challenges. Part 3 deals primarily with structural developments in the securities market over the past five years by examining some of the innovative …
The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar
The Use Of Intellectual Property As Collateral: Gap In The Perfection Of A Security Interest, Sofia Benammar
LLM Theses and Essays
The purpose of the present thesis is to let French lawyers know which step they need to take in order to best assist their client in securing a more solid investment. Lenders want to be protected. Lenders want to be sure that they can use the intellectual property rights in a commercial environment free from superior claims by third parties. In other words, a lender who provides a large loan to a borrower wants to know how and where its security interest will be perfected and what is the best way for him to have priority over other claims. This …
The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park
The Legal Regulation Of Hedge Funds In The United States Long-Term Capital Management Episode, Jong Cheol Park
LLM Theses and Essays
Mutual funds and hedge funds are popular forms of investment in the United States and throughout the world. Mutual funds are regulated by securities' regulators in the United States. Hedge funds, however, are not regulated because of their operational flexibility in investment. U.S. regulators are concerned that if they regulate hedge funds, hedge funds will, along with their economic benefits, emigrate to offshore havens. However, if we consider the importance of the American financial markets in the world, this idea can be dismissed. Due to globalization in the capital markets, small events in the United States can have large effects …
Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent
Weapons To Fight Insider Trading In The 21st Century: A Call For The Repeal Of Section 16(B), Michael H. Dessent
Faculty Scholarship
No abstract provided.
Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel
Stock Markets And The Globalization Of Retirement Savings: Implications Of Privatization Of Government Pensions For Securities Regulators, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Teaching Corporate Governance Through Shareholder Litigation, Jill E. Fisch
Teaching Corporate Governance Through Shareholder Litigation, Jill E. Fisch
All Faculty Scholarship
No abstract provided.
The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin
The Determinants Of Shareholder Voting On Stock Option Plans, Randall S. Thomas, Kenneth J. Martin
Vanderbilt Law School Faculty Publications
Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. One of the most important focal points for these tensions arises when shareholders are asked by the board to approve the creation of new stock option plans, or the amendment of existing plans. This article seeks to identify the factors that lead shareholders to support or oppose stock option plans. We examine the justifications for the widespread use of stock options and identify several benefits from stock option plans …
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
Faculty Scholarship
Transcript of a panel on a scholar's approach to corporation law.
Measuring Securities Market Efficiency In The Regulatory Setting, Randall Thomas, James F. Cotter
Measuring Securities Market Efficiency In The Regulatory Setting, Randall Thomas, James F. Cotter
Vanderbilt Law School Faculty Publications
In the "Aircraft Carrier," the Securities and Exchange Commission (SEC) proposed changes in federal securities disclosure requirements in an attempt to enhance and facilitate the process of issuing new securities. Under the proposed regulatory regime, the registration process would be simplified so that many larger, more experienced issuers would be able to use a new, shorter registration statement called Form B (as opposed to the more extensive Form A) whenever they sell securities to the public. To qualify to use Form B, a company with at least twelve months reporting history under the Exchange Act must either have a public …
Teaching Corporate Law From An Option Perspective, Peter H. Huang
Teaching Corporate Law From An Option Perspective, Peter H. Huang
Publications
No abstract provided.
Understanding Lockups: Effects In Bankruptcy And The Market For Corporate Control, Kermit Roosevelt Iii
Understanding Lockups: Effects In Bankruptcy And The Market For Corporate Control, Kermit Roosevelt Iii
All Faculty Scholarship
The article investigates the effects of lockups, devices used to compensate unsuccessful bidders. Lockups are relevant in contexts in which sales have auction-like characteristics. Bankruptcy and the market for corporate control are two such situations, since the governing legal regimes prevent sales from being swiftly consummated and require sellers to take the most favorable offer that emerges during the waiting period. Existing scholarship has considered lockups in both areas. The analysis of lockups in the market for corporate control is fairly well developed. This article shows that it is importantly incomplete because it fails both to distinguish between ex ante …
Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers?, Roberta S. Karmel
Will Convergence Of Financial Disclosure Standards Change Sec Regulation Of Foreign Issuers?, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Cross-Border Insider Trading, Donald C. Langevoort
Cross-Border Insider Trading, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
Currently, there is no formal SEC policy on when U.S. insider trading rules (or indeed Rule l0b-5 generally) will be applied extraterritorially. If one can glean anything from SEC action during the last twenty years, it is that the trading site - the use of U.S. market mechanisms - that counts most. Certainly, neither the trader nor the issuer need be U.S.-based. What I wish to do in this paper is articulate what I think is sensible enforcement policy for a nation - whether the U.S. or any other - to adopt. By this, I do not want to focus …
Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort
Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
This article is an effort to rethink civil liability in capital-raising transactions by large capitalization issuers. After a brief digression about who should set liability standards, the article then addresses two related questions. The first deals with a natural question: Should not the primary regulatory effort for large issuers be to assure continuous disclosure in the secondary marketplace, given the far larger volume of such trading in that market compared to that in primary transactions? Second, if we have developed a satisfactory regime of disclosure responsibilities for this setting, what more, if anything, in terms of liability protection, is needed …
Stock Market Insider Trading: Victims, Violators And Remedies–Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect, William K.S. Wang
Stock Market Insider Trading: Victims, Violators And Remedies–Including An Analogy To Fraud In The Sale Of A Used Car With A Generic Defect, William K.S. Wang
Faculty Scholarship
No abstract provided.
Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black
Establishing A Securities Arbitration Clinic: The Experience At Pace, Barbara Black
Faculty Articles and Other Publications
In the fall of1997 Pace University School of Law established one of the first law school clinics to provide student assistance to small investors who have disputes with their broker-dealers. What follows is a brief account of the clinic's educational objectives, an analysis of the initial organizational issues, and a report on the clinic's operation during its first two years. I am writing this in the hope that it will provide guidance and assistance to other law schools that contemplate establishing a securities arbitration clinic.
This is a nuts-and-bolts article written from the perspective of an experienced law professor who …
Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec
Accounting For Greed: Unraveling The “Rogue Trader” Mystery, Kimberly D. Krawiec
Faculty Scholarship
In this article, I analyze the motivations underlying the actions of "rogue traders" - market professionals who engage in unauthorized purchases or sales of securities, commodities or derivatives, often for a financial institution's proprietary trading account - and the motivations of the managers or supervisors who are assigned to oversee such traders. After beginning with the observation that rogue trading incidents are neither new nor isolated events, I argue that the continued existence of pervasive rogue trading has remained a mystery for industry observers, particularly given both the extensive legal regime and formal institutional policies apparently designed to curb such …
Remarks, Golden Pen Award, Mary Beth Beazley
Remarks, Golden Pen Award, Mary Beth Beazley
Scholarly Works
Professor Beazley, then President of the Legal Writing Institute, joins her colleagues in presenting the inaugural Golden Pen Award to Arthur Levitt, Chairman of the United States Securities Exchange Commission, for his leadership in requiring plain language in financial disclosure documents, in this transcript of the presentation of the award at the National Press Club, Washington, D.C.
Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley
Muddy Waters, Blue Skies: Civil Liability Under The Mississippi Securities Act, Keith A. Rowley
Scholarly Works
The decade of the 1990s produced a series of actions by the United States Supreme Court and by Congress that, collectively, reduced the number of avenues by which plaintiffs relying on federal law may pursue alleged wrongdoers for securities fraud; imposed significant additional requirements on plaintiffs suing under federal securities law; preempted state registration requirements for several classes of securities; and curbed the availability of state courts as an alternative forum in which plaintiffs may pursue securities fraud claims. And yet, in spite of these changes, “Congress, the courts, and the SEC have made explicit that federal regulation was not …
Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas
Introduction (Symposium: Mutual Fund Regulation In The Next Millennium), Jeffrey J. Haas
Articles & Chapters
No abstract provided.
Privatizing Regulation: Whistleblowing And Bounty Hunting In The Financial Services Industries, Henry Ordower, James Fisher, Ellen F. Harshman, William B. Gillespie, Leland Ware, Fred C. Yeager
Privatizing Regulation: Whistleblowing And Bounty Hunting In The Financial Services Industries, Henry Ordower, James Fisher, Ellen F. Harshman, William B. Gillespie, Leland Ware, Fred C. Yeager
All Faculty Scholarship
Addresses use of whistleblowers and suggests private enforcement methodologies to supplement or supplant public enforcement activities in financial services under new law.
A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch
A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch
Faculty Scholarship
This article analyzes how legal presumptions can mediate between costly litigation and ex ante incentives. We augment a moral hazard model with a redistributional litigation game in which a presumption parameterizes how a court 'weighs' evidence offered by the opposing sides. Strong prodefendant presumptions foreclose lawsuits altogether, but also engender shirking. Strong proplaintiff presumptions have the opposite effects. Moderate presumptions give rise to equilibria in which both shirking and suit occur probabilisitically. The socially optimal presumption trades off agency costs against litigation costs, and could be either strong or moderate, depending on the social importance of effort, the costs of …
Executives And Hedging: The Fragile Legal Foundation Of Incentive Compatibility, David M. Schizer
Executives And Hedging: The Fragile Legal Foundation Of Incentive Compatibility, David M. Schizer
Faculty Scholarship
Options are granted to executives to inspire better performance by tying pay to the employer's stock price. Yet this incentive rationale no longer holds if executives can use the derivatives market to simulate a sale of their options, a practice known as hedging. This Article evaluates the effectiveness of existing legal constraints on hedging by executives, including limits derived from contract, securities and tax law. Although investment bankers have been searching for ways around these constraints, the bottom line is that, at least for now, executives are unable to hedge option grants: While contractual limits are rare, the securities law …