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2003

Securities Law

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Articles 1 - 30 of 80

Full-Text Articles in Law

Counselor, Gatekeeper, Shareholder, Thief: Why Attorneys Who Invest In Their Clients In A Post-Enron World Are "Selling Out," Not "Buying In,", A. Christine Hurt Dec 2003

Counselor, Gatekeeper, Shareholder, Thief: Why Attorneys Who Invest In Their Clients In A Post-Enron World Are "Selling Out," Not "Buying In,", A. Christine Hurt

Faculty Scholarship

No abstract provided.


Regulating Irrational Exuberance And Anxiety In Securities Markets , Peter H. Huang Dec 2003

Regulating Irrational Exuberance And Anxiety In Securities Markets , Peter H. Huang

Faculty Scholarship at Penn Law

This paper analyzes the regulatory implications of irrational exuberance and anxiety in securities markets. U.S. federal securities laws mandate the disclosure of certain information, but regulate only the cognitive form and content of that information. An important and unstudied question is how to regulate securities markets where some investors respond not only cognitively to the form and content of information, but also emotionally to the form and content of information. This paper investigates that question when some investors feel exuberance or anxiety that is unjustified by cognitive processing of the available information. This paper develops the implications for mandatory ...


Law, Share Price Accuracy, And Economic Performance: The New Evidence, Merritt B. Fox, Randall Morck, Bernard Yeung, Artyom Durnev Dec 2003

Law, Share Price Accuracy, And Economic Performance: The New Evidence, Merritt B. Fox, Randall Morck, Bernard Yeung, Artyom Durnev

Michigan Law Review

Mandatory disclosure has been at the core of U.S. securities regulation since its adoption in the early 1930s. For many decades, this fixture of our financial system was accepted with little examination. Over the last twenty years, however, mandatory disclosure has been subject to intensifying intellectual crosscurrents. Some commentators hold out the U.S. system as the standard for the world. They argue that adoption by other countries of a U.S.-styled system, with its greater corporate transparency, would enhance their economic performance. Other commentators, in contrast, insist that the U.S. mandatory disclosure regime represents a mistake ...


Understanding Price-Based Antidilution Protection: Five Principles To Apply When Negotiating A Down-Round Financing, Robert P. Bartlett Nov 2003

Understanding Price-Based Antidilution Protection: Five Principles To Apply When Negotiating A Down-Round Financing, Robert P. Bartlett

Scholarly Works

As most venture capital investors are aware, the economic downturn of the past two years—and the concomitant decrease in private company valuations—has created an opportunity for significant returns on new venture investments seldom seen since the early 1990s. Yet while the investment opportunities of the current economic environment may have attractive financial valuations, they frequently come with the added cost of significant transactional complexity. In particular, the issuance of securities by a private company at a price that is below the price previously paid by the company's investors (typically referred to as a “down-round” financing) may trigger ...


Reforming Securities Class Actions From The Bench: Judging Fiduciaries And Fiduciary Judging, Lisa L. Casey Nov 2003

Reforming Securities Class Actions From The Bench: Judging Fiduciaries And Fiduciary Judging, Lisa L. Casey

BYU Law Review

No abstract provided.


Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg Nov 2003

Unfit To Serve: Permanently Barring People From Serving As Officers And Directors Of Publicly Traded Companies After The Sarbanes-Oxley Act, Philip F.S. Berg

Vanderbilt Law Review

On June 4, 2003, lifestyle guru Martha Stewart was indicted on multiple criminal and civil charges by the Securities and Exchange Commission (SEC or Commission). The charges, including obstruction of justice and civil insider trading, stemmed from Stewart's sale of ImClone stock shortly before the Food and Drug Administration rejected a drug produced by ImClone and sent the company's stock price tumbling. Although Stewart could face a number of serious penalties under her criminal indictment, the primary remedy sought by the SEC for her civil insider trading charges is rather uncommon-a bar from serving as a director of ...


The Use Of Public Interest Enforcement Orders By Securities Regulators In Canada, Mary G. Condon Oct 2003

The Use Of Public Interest Enforcement Orders By Securities Regulators In Canada, Mary G. Condon

Commissioned Reports, Studies and Public Policy Documents

The purpose of this study is to examine the use of discretionary enforcement powers by securities regulators in Canada, in order to assess the implications of multiple regulators for the enforcement of securities law.


The Thin Line Between Love And Hate: Why Affinity-Based Securities And Investment Fraud Constitutes A Hate Crime, Lisa M. Fairfax Oct 2003

The Thin Line Between Love And Hate: Why Affinity-Based Securities And Investment Fraud Constitutes A Hate Crime, Lisa M. Fairfax

Faculty Scholarship

This article explores the parallels between the prototypical hate crime and affinity fraud—securities and investment fraud that targets identifiable religious, racial and ethnic groups—and asserts that those parallels justify treating affinity fraud as a hate crime.


Enron, Watergate And The Regulation Of The Legal Profession, Arnold Rochvarg Oct 2003

Enron, Watergate And The Regulation Of The Legal Profession, Arnold Rochvarg

All Faculty Scholarship

The most famous scandal of the twentieth century was the Watergate scandal, which most notably led to the resignation of Richard Nixon as President of the United States. The significance of Watergate, however, extends further than the resignation of Nixon. Because Watergate involved so many lawyers, it had a great impact on the regulation of the legal profession. Although the twenty-first century has just started, the strongest contender for this century's most famous scandal is the Enron scandal. Although the Enron scandal is identified mostly with misconduct by accountants and corporate officials, it too involved lawyers and has impacted ...


The Petrochina Syndrome: Regulating Capital Markets In The Anti-Globalization Era, Stephen F. Diamond Oct 2003

The Petrochina Syndrome: Regulating Capital Markets In The Anti-Globalization Era, Stephen F. Diamond

Cornell Law Faculty Publications

No abstract provided.


The Petrochina Syndrome: Regulating Capital Markets In The Anti-Globalization Era, Stephen F. Diamond Sep 2003

The Petrochina Syndrome: Regulating Capital Markets In The Anti-Globalization Era, Stephen F. Diamond

Cornell Law Faculty Working Papers

This article argues that the process of globalization has generated a legitimation deficit that can be the source of wasteful, even destructive, social and political conflict. I stylize this outcome as "the PetroChina Syndrome," after a leading example of the kind of activity generated in response to globalization, the PetroChina Campaign, where a coalition of labor, human rights, environmental, anti-slavery and religious groups worked together to oppose the initial public offering of a major Chinese oil company led by Goldman Sachs. The article begins with a discussion of this important but largely unexplored dimension of the anti-globalization era triggered by ...


Shutting The Barn Door Before The Horse Is Stolen: How And Why State Public Utility Commissions Should Regulate Transactions Between A Public Utility And Its Affiliates, Judy Sheldrew Sep 2003

Shutting The Barn Door Before The Horse Is Stolen: How And Why State Public Utility Commissions Should Regulate Transactions Between A Public Utility And Its Affiliates, Judy Sheldrew

Nevada Law Journal

No abstract provided.


The Mechanisms Of Market Inefficiency: An Introduction To The New Finance, Lynn A. Stout Jul 2003

The Mechanisms Of Market Inefficiency: An Introduction To The New Finance, Lynn A. Stout

Cornell Law Faculty Publications

During the 1970s and early 1980s, the Efficient Capital Market Hypothesis (ECMH) became one of the most widely-accepted and influential ideas in finance economics. More recently, however, the idea of market efficiency has fallen into disrepute as a result of market events and growing empirical evidence of inefficiencies. This essay argues that the weaknesses of the efficient market theory are, and were, apparent from a careful inspection of its initial premises, including the presumptions of homogeneous investor expectations, effective arbitrage, and investor rationality. By the same token, a wide range of market phenomena inconsistent with the ECHM can be explained ...


Preliminary Imprimaturs: Prevailing Party Status Based On Preliminary Injunctions, Bart Forsyth Jun 2003

Preliminary Imprimaturs: Prevailing Party Status Based On Preliminary Injunctions, Bart Forsyth

Washington and Lee Law Review

No abstract provided.


Shareholder Oppression & Dividend Policy In The.Close Corporation, Douglas K. Moll Jun 2003

Shareholder Oppression & Dividend Policy In The.Close Corporation, Douglas K. Moll

Washington and Lee Law Review

No abstract provided.


Standing Up To Wall Street (And Congress), Richard W. Painter May 2003

Standing Up To Wall Street (And Congress), Richard W. Painter

Michigan Law Review

In 1992, Arthur Levitt co-chaired a fundraising dinner for William Clinton. The dinner raised $750,000 (p. 7). Clinton was elected President, and Levitt got the job he wanted: Chairman of the Securities and Exchange Commission. Levitt, a former Chairman of the American Stock Exchange and a connected Democrat, was well qualified for the job. His, however, became a pyrrhic victory when accountants, issuers, broker-dealers, and other special interests used their own political connections to frustrate just about everything he sought to do. Levitt tells the story of his struggle against these well-funded interests in Take on the Street. One ...


Recent Intensification Of Investor Protection In The Korean Securities Market: The Mandatory And Fair Disclosure Systems, Kwang-Rok Kim May 2003

Recent Intensification Of Investor Protection In The Korean Securities Market: The Mandatory And Fair Disclosure Systems, Kwang-Rok Kim

Washington International Law Journal

This Article analyzes the Korean fair disclosure system and the Korean mandatory disclosure system under the Korean Securities and Exchange Act ("KSEA"). After the turbulence in the financial markets resulting from the economic crises of late 1997, the South Korean government realized that the Korean economy had failed to keep pace with the world economy. The Korean economy underwent many changes after being offered financial relief from the International Monetary Fund. As part of these changes, the government adopted a series of structural reform measures to improve the standard of corporate governance and enhance corporate management. The KSEA now provides ...


Private Enforcement Of Securities Fraud Law In China: A Critique Of The Supreme People's Court 2003 Provisions Concerning Private Securities Litigation, Guiping Lu May 2003

Private Enforcement Of Securities Fraud Law In China: A Critique Of The Supreme People's Court 2003 Provisions Concerning Private Securities Litigation, Guiping Lu

Washington International Law Journal

On January 9, 2003, China's Supreme People's Court issued a new ruling with detailed provisions governing private securities litigation involving disclosure of false or misleading information. The new ruling is expected to play an important role in regulating and developing China's securities markets by providing a necessary judicial safeguard against infringement upon investors' interests. The new ruling, however, is unlikely to achieve its expected effect due to various procedural and substantive hurdles to investor access to judicial recourse. The built-in procedural hurdles either make it very difficult for securities investors to bring private actions, or, in some ...


Sarbanes-Oxley And The Role Of Lawyers In Public Companies, Lawrence A. Cunningham Apr 2003

Sarbanes-Oxley And The Role Of Lawyers In Public Companies, Lawrence A. Cunningham

Boston College Law School Lectures and Presentations

No abstract provided.


Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale Apr 2003

Securities Fraud As Corporate Governance: Reflections Upon Federalism, Robert B. Thompson, Hillary A. Sale

Vanderbilt Law Review

State law gives corporate managers extremely broad power to direct increasingly large pools of collective business assets. Not surprisingly, economic incentives, norms, markets, and law all work to constrain the breadth of the power and the potential for abuse of what is other people's money.' State corporate law has occupied the center stage in the legal portion of this landscape, with federal securities law playing a supporting role-at least in the academic presentation of the debate. The New Deal's securities legislation eschewed a general federal corporations statute in favor of a more focused federal role emphasizing disclosure and ...


Manual De Derecho Procesal Civil, Edward Ivan Cueva Feb 2003

Manual De Derecho Procesal Civil, Edward Ivan Cueva

Edward Ivan Cueva

No abstract provided.


The Evolution Of Corporate Governance, Roberta S. Karmel Feb 2003

The Evolution Of Corporate Governance, Roberta S. Karmel

Faculty Scholarship

No abstract provided.


Responsabilidad Civil Ante Las Pérdidas Por Gestión En Los Fondos Comunes De Inversión, Martin Paolantonio Jan 2003

Responsabilidad Civil Ante Las Pérdidas Por Gestión En Los Fondos Comunes De Inversión, Martin Paolantonio

Martin Paolantonio

Nota crítica al primer fallo que resolvió asignar responsabilidad a los órganos del fondo común de inversión ante resultados negativos de la gestión


Investor Skepticism V. Investor Confidence: Why The New Research Analyst Reforms Will Harm Investors, John L. Orcutt Jan 2003

Investor Skepticism V. Investor Confidence: Why The New Research Analyst Reforms Will Harm Investors, John L. Orcutt

Law Faculty Scholarship

Part I of this Article provides an overview of research analysts and their basic functions, including a discussion of sell-side analysts' role in the market's recent boom and bust. Part II examines the conflicts of interest that have plagued sell-side research, and Part III reviews the Regulatory Actions that are meant to address these conflicts. In Part IV, the author will make the case for encouraging, rather than lessening, investor skepticism in sell-side research and will explain why the Regulatory Actions are not likely to improve the performance of sell-side analysts. Finally, Part V will offer a simpler proposal ...


Gatekeepers, Disclosure, And Issuer Choice, Hillary A. Sale Jan 2003

Gatekeepers, Disclosure, And Issuer Choice, Hillary A. Sale

Washington University Law Review

Disclose, disclose, disclose. Disclose or abstain, disclose or no registration, disclose or be subject to litigation. The securities laws and regulations are full of talk about disclosure that is often mandated by specific regulations detailing what type and amount of disclosure is necessary or mandated by case law making it unacceptable for company officials to tell part, but not all, of the story.


Blinded By The Light: Information Overload And Its Consequences For Securities Regulation, Troy A. Paredes Jan 2003

Blinded By The Light: Information Overload And Its Consequences For Securities Regulation, Troy A. Paredes

Washington University Law Review

The tone of this Article and its policy suggestions are necessarily tentative. The concerns about information overload expressed here are part of a larger trend considering how our growing understanding of investor psychology and behavioral finance might impact securities regulation. Before arguing for major regulatory reform, there is still much to be learned about information overload and about investor psychology and behavioral finance generally. Indeed, I ultimately call for more empirical research to better understand how investors process information and make investment decisions. My goal here is to highlight that information overload is a real concern that should not be ...


A New Arrow In The Quiver Of Federal Securities Fraud Prosecutors: Section 807 Of The Sarbanes-Oxley Act Of 2002 (18 U.S.C. § 1348), Luke A. E. Pazicky Jan 2003

A New Arrow In The Quiver Of Federal Securities Fraud Prosecutors: Section 807 Of The Sarbanes-Oxley Act Of 2002 (18 U.S.C. § 1348), Luke A. E. Pazicky

Washington University Law Review

No abstract provided.


Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher Jan 2003

Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher

Law Faculty Publications

Today's reports of corporate villainy invite these questions: Restricting ourselves to what the profession knew in the last days of the late 1990s soaring stock market, what advice might attorneys have given-about the temptations of deceptive accounting and the defenses to erect against it-to young executives who were taking their companies public then? And, if attorneys did not always give that counsel in fulsome form, why was that so? What forces worked on lawyers to deter that advice? What does all this suggest for counseling today? To help us answer these questions, we begin with two scenes. We return ...


A Pox On Both Your Houses: Enron, Sarbanes-Oxley And The Debate Concerning The Relative Efficacy Of Mandatory Versus Enabling Rules, Jonathan R. Macey Jan 2003

A Pox On Both Your Houses: Enron, Sarbanes-Oxley And The Debate Concerning The Relative Efficacy Of Mandatory Versus Enabling Rules, Jonathan R. Macey

Washington University Law Review

The main point of this Article is that the “demand-side” of U.S. capital markets is not functioning effectively, at least with respect to certain kinds of information.


Foreword, Troy A. Paredes Jan 2003

Foreword, Troy A. Paredes

Washington University Law Review

No abstract provided.