Banking and Finance Law Commons^™

Amending Regulation D'S Accredited-Investor Definition To Allow Natural Persons To Opt Out Of Unwanted Regulatory Protections, John L. Orcutt

Fordham Journal of Corporate & Financial Law

No abstract provided.

Consumer Financial Data And Non-Horizontal Mergers, Linda Jeng, Jon Frost, Elisabeth Noble, Chris Brummer

Fordham Journal of Corporate & Financial Law

This Article explores the potential competitive implications of non-horizontal mergers where they involve extensive consumer data, including consumer financial data. As data become increasingly central to firm strategy, mergers between data-rich firms, while potentially leading to positive outcomes, can also create market power in ways not entirely accounted for by traditional antitrust theory. The Article considers some of these implications. It introduces new metrics for valuing data sets held by merging firms that could help competition authorities evaluate market impacts more effectively. The Article then suggests potential tools to mitigate anti-competitive effects of data-rich mergers. It advocates for further research …

The Fortunate Demise Of Sec Staff Legal Bulletin No. 14l, Raffaele Felicetti

Fordham Journal of Corporate & Financial Law

In 2021, the SEC published its now rescinded Staff Legal Bulletin No. 14L (“the 2021 Bulletin”), revising its interpretations of the “ordinary business” and “economic relevance” exclusions under Rule 14a-8. This Article contends that the post-Bulletin landscape has proven undesirable. It empirically shows that environmental and social (“E & S”) shareholder proposals—including anti-E&S proposals—surged in response. Between 2022 and 2024 alone, E & S proposals accounted for 40% of all such filings in Russell 3000 companies over the entire 2014-2024 period, generating an estimated $23.3 million in additional processing costs for companies during that three-year window. Despite their volume, these …

Under New Management?: Sovereign Wealth Funds And Their Ownership Of U.S. Sports Teams, Benjamin K. Moyer

Dickinson Law Review (2017-Present)

In October 2021, Saudi Arabia’s sovereign wealth fund (“SWF”) successfully purchased the English Premier League soccer team Newcastle United F.C. for $400 million. With this transaction, Saudi Arabia joined fellow Gulf countries, Qatar and the United Arab Emirates, in owning a major European soccer team through one of its state’s SWF. States have long used their SWFs to invest in foreign markets, but recent trends have transformed these originally strictly financial vehicles into political tools. Since the 2007–2008 financial crisis, many states have used their SWFs not only to produce financial gains but also to generate soft power through political …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Assessing The Post-Purdue Landscape Of Consensual Third-Party Releases Through Contract Law, Kaori Nagase

American University Law Review

In Harrington v. Purdue Pharma L.P., the Supreme Court invalidated non-consensual third-party releases in Chapter 11 bankruptcy plans. In doing so, however, the Court left open the question of what constitutes valid consent to a release. This Comment argues that lower courts must now require a higher threshold of affirmative consent—particularly in mass-tort bankruptcies involving highly culpable non-debtors. In light of Purdue’s implication that third-party releases are anchored in contract law principles, this Comment suggests that courts should evaluate what constitutes adequate consideration for a release.

Are Csr Incidents Truly Bad News?, Chen Chen, John A. Doukas, Rongyao Gloria Zhang

Finance Faculty Publications

We revisit whether disclosures of negative Corporate Social Responsibility (CSR) incidents adversely affect firms' stock prices. While univariate tests reveal significant negative abnormal returns around incident announcements, the effect disappears once firm characteristics, industry, and time‐fixed effects are controlled for. We find no robust evidence that CSR incidents or firms' Environmental, Social, and Governance (ESG) commitments influence stock price reactions on the event day or across broader windows. These results suggest that previously documented negative market responses may be attributable to endogeneity. Our baseline results are consistent with informed trading behavior: short‐sellers do not increase activity in incident‐related stocks relative …

The Politics Of Bank Supervision: From Eccles To Bessent, Kathryn Judge

Faculty Scholarship

Throughout his tenure as chair of the Federal Reserve Board, Marriner Eccles pressed President Franklin D. Roosevelt to over­haul bank supervision. Eccles eventually made his ongoing service as chair contingent on FDR agreeing to support the effort. This initiative is commonly depicted as a power grab. Federal bank regulation and supervision, then and now, is divvied up among three agencies, the Federal Reserve, the Federal Deposit Insurance Corporation, and the Comptroller of the Currency. Eccles wanted the Fed, and the Fed alone, to be the federal bank supervisor. Having already succeeded in enhancing his power once, by spearheading reforms that …

Asking The Right Questions About Legal Finance In United States Aggregate Dispute Resolution, J. Maria Glover

Georgetown Law Faculty Publications and Other Works

Third-party legal finance is one of the most controversial modern developments in civil justice, both in the United States and across the globe. It is particularly controversial when mentioned in the same breath as aggregate litigation. Current debate trains on a series of repeated questions: whether and how to ban litigation finance in aggregate litigation; whether the use of litigation finance should be disclosed in discovery; and whether litigation finance is allowed under various (and often ancient) legal doctrines. Obscured from view is what I believe to be the most fundamental question: What is the proper role of litigation finance …

Andrew Phang (Gen. Ed.), Pioneer, Polymath And Mentor: The Life And Legacy Of Yong Pung How, Kwan Ho Lau, Bryan Leow

Research Collection Yong Pung How School Of Law

Many know the story of modern Singapore in broad outline. When the country attained independence in 1965, it was not industrialised and fishing villages still dotted the landscape. By 1990, GDP per capita had risen to around US$13,000, far exceeding its neighbours and on par with Hong Kong and New Zealand. A further three decades on, Singapore today boasts gleaming skyscrapers, well-developed infrastructure and a high degree of trust by residents and investors alike in its government.

Financial Regulation, Aurelio Gurrea-Martinez, Nydia Remolina Leon

Research Collection Yong Pung How School Of Law

No abstract provided.

Through The Looking Glass: We All See Ideational Objects Here, J.G. Allen

Research Collection Yong Pung How School Of Law

In this chapter, I explore the property law treatment of cryptoassets—and, presumably, other digital artefacts that are not clearly rights to anything or against anyone. I argue that such artefacts are well described as “ideational objects” and draw together insights from private law theory and social ontology to explore how we should think about complex objects with a social and a technical dimension. I then examine how the law of property can accommodate ideational objects as objects of property rights (including the right of ownership) and dealing such as transfer, and what challenges and implications this poses for the traditional …

Controlling The Mischief Of New York’S Foreclosure Abuse Prevention Act Through Constitutional Pre-Emption, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

FAPA aimed to ease the burdens of long-delayed foreclosure proceedings by restating the operation of the statute of limitations. It contains provisions across several sections of state statutes that specify that once the six year statute of limitations on actions to foreclose commences, typically by the acceleration of the balance due on the promissory note and commencement of suit, it continues to run, even after the parties have entered into a workout agreement and have dismissed the complaint. By express terms, the Act had immediate effect, such that those lenders who withdrew complaints pursuant to a workout agreement before the …

Ghosting The Crowd, Andrew A. Schwartz

Publications

Crowdfunded companies are legally bound to provide investors with an annual report--but most don't. This "ghosting of the crowd" violates federal securities laws and raises the risk of opportunism by entrepreneurs, who are more prone to misbehave if no one is watching. Most ominously, it threatens the very viability of the investment crowdfunding market, as investors who are ghosted by one company are less likely to invest in another.

This Article reports on the embarrassing record of noncompliance with the annual report rule imposed by the Jumpstart Our Business Startups ("JOBS") Act of 2012 and Regulation Crowdfunding, and proposes a …

Creditors, Shareholders, And Losers In Between: A Failed Regulatory Experiment, Albert H. Choi, Jeffery Zhang

Articles

In the aftermath of the 2007–08 Global Financial Crisis, regulators encouraged many of the world’s largest banks to hold a new type of regulatory instrument with the goal of improving their safety and soundness. The regulatory instrument was known as a “CoCo,” short for contingent convertible bond. CoCos are neither debt nor equity. They are something in between, designed to give the bank a shot in the arm during times of stress. Many of the largest international banks have issued CoCos worth hundreds of billions of dollars. After more than ten years—a decade that includes the collapse of Credit Suisse …

Promoting Financial Empowerment Via 401(K) Plan Domestic Abuse Victim Distributions, Samantha Prince

Faculty Scholarship

Domestic violence is sadly and shockingly all too prevalent in the United States. According to the U.S. Centers for Disease Control, more than one in four women and one in seven men in this country are subject to domestic abuse “affecting an estimated 10 million people every year.”

Finances and financial abuse play a significant role in 99% of domestic abuse cases. “[L]acking financial knowledge or resources is the number one indicator of whether a domestic violence victim will stay, leave, or return to an abusive relationship.”When abusers have control over financial assets, victims are monetarily paralyzed and have little …

Preserving The Future: Recognizing Intergenerational Equity In United States Constitutional Jurisprudence In Light Of Evolving Climate Rights Litigation, Molly Morgan

Cardozo Journal of Equal Rights & Social Justice

Climate rights litigation is an essential part of holding states accountable for their climate change obligations. This type of litigation has increased across the globe, and domestic and international courts have issued landmark rulings that serve as precedent for reinforcing state obligations and protecting constitutional and human rights in the process. One focus of these cases is intergenerational equity, which implicates the theory that inadequate state action on climate change violates the rights of future generations. This Article explores the evolution of this theory in domestic and international law, illustrating its increasing importance in climate rights litigation and the necessity …

Scaling 'Reverse Cfius': A Comparative Review Of Outbound Foreign Investment, Hannah Pérez

Cardozo International & Comparative Law Review

The note examines the evolution of U.S. regulations on outbound foreign investments, particularly under Executive Order 14105, known as "Reverse CFIUS," aimed at mitigating national security risks by restricting investments in critical industries in countries like China. It explores the legal, economic, and geopolitical implications of these regulations and compares them with similar measures in the EU, Japan, and Australia, emphasizing the need for international cooperation to effectively address these security concerns.

Duped: The Implications Of The Proliferaiton Of Superfake Luxury Goods And What Consumers May Not Have Considered, Riann Colbert

Cardozo Arts & Entertainment Law Journal

The proliferation of "Superfake" luxury goods, which are high-quality counterfeit items nearly indistinguishable from authentic products, poses significant challenges to trademark law, consumer protection, and the broader economy. These items, often sold through e-commerce platforms, not only undermine legitimate businesses but also expose consumers to health risks, support organized crime, and perpetuate environmental harm. The note advocates for enhanced legal frameworks and consumer education to mitigate these issues.

Having Fun Is Not As Hard When You Have An Arbitration Clause: The Current Benefits And Possible Changes To The Arbitration Agreements Of Amusement Parks And Recreational Resorts For Consumers, Cynthia Spitzer

Cardozo Journal of Conflict Resolution

This Note will evaluate options that are more favorable for consumers to bring their injury claims against amusement parks and recreational resorts when the route for resolution is limited by an agreement. For instance, the option of an arbitration agreement would be more preferable when faced with only the option of a liability waiver. However, with possible future changes of consumer contracts from the FAIR Act, opt-in provision, or mandatory arbitration imposed on the corporations, the route for resolution can drastically change and improve the realm of possibility for consumers of amusement parks and recreational resorts.

A Comparative Approach To Documentation Methods And Avoiding Transfer Pricing Penalties: Is The United States Justified In Its Approach Of Enforcing Penalties Under Section 6662?, Atalya Santos

Cardozo International & Comparative Law Review

No abstract provided.

Fintech And Techno-Solutionism, Hilary J. Allen

Scholarly Articles in Law Reviews & Journals

Silicon Valley-style technological innovation is ill-suited to addressing complex problems like financial inclusion, concentrated market power, and privacy harms, yet promises abound that “fintech” can fix them. This oversimplified reduction of complex structural problems into technological puzzles is known as “techno-solutionism,” and it poses real dangers for public policy. When we start with the tech industry’s favored tools and then ask how to solve complex problems using those tools – rather than starting by defining the problem to be solved – it can distract policymakers from supporting real, structural solutions. Techno-solutionism can also deter policymakers from interrogating the limitations, and …

Informowanie O Najniższej Cenie W Okresie 30 Dni Przed Obniżką W Praktyce Polskiego Sektora Bankowego, Monika Brzeska-Kozerska

internetowy Kwartalnik Antymonopolowy i Regulacyjny (internet Quarterly on Antitrust and Regulation)

The article analyzes the implementation of the information obligation regarding the lowest price in the last 30 days before a reduction, arising from Article 4(2) of the Act on Informing about the Prices of Goods and Services (Act on Prices), in the context of the banking sector. The implementation of the so-called Omnibus Directive into the Polish legal system, aimed at preventing consumer deception, has raised doubts about its application to financial institutions. The purpose of the analysis was to determine whether, and to what extent, banks are obliged to fulfill this information obligation in relation to the products and …

Virtual Currency As Real Currency, Jeffrey A. Maine

Faculty Publications

Convertible virtual currency is increasingly equated with the notion of real currency. Indeed, the increased acceptance of virtual currency as a payment method among retailers and consumers, the evolution of new types of virtual currency that alleviate price volatility, and the recent expansion of foreign country initiatives confirm the strong trajectory toward virtual currency’s function as a transactional currency. Yet, the tax system continues to classify all forms of virtual currency as “property,” and not “currency,” which results in immediate taxation every time someone buys something with virtual currency. This Article argues that the adopted tax treatment of virtual currency …

Opening Wall Street To Main Street: A Proposed Framework For Expanding Private Equity To The Public, Willis Huynh

Brooklyn Law Review

Private equity has become one of the most powerful engines of the modern economy, yet its gates remain closed to the vast majority of Americans. Under current federal securities laws, access to private funds is reserved for “accredited investors” and “qualified purchasers,” wealth-based categories that exclude most American households. This Note argues that these thresholds no longer serve as reliable proxies for sophistication and instead entrench economic inequality by reserving the highest-yielding asset class for the already wealthy. Tracing the development of private equity from its venture-capital roots through the SEC’s recent regulatory efforts—including the vacated 2023 Private Fund Rules—this …

The Employees’ Dilemma: Balancing Internal Reporting, Whistleblowing, And Insider Trading Risks, Geeyoung Min

Seattle University Law Review

The Essay examines how recent developments in insider trading regulations and whistleblower reward programs can lead to unintended and counterproductive results of discouraging employees from using internal reporting channels within corporate compliance programs. While the presence of a robust and well-functioning corporate compliance program is a critical factor both in mitigating the level of public enforcement actions against companies and in protecting corporate managers from liability in private litigation, these programs often provide little incentive for employees to report potential misconduct internally.

Corporate compliance programs are designed to promote the upward information flow within the company, which is essential for …

How The Antidiscrimination Law Of Commercial Transactions Really Works, Helen Norton

Seattle University Law Review

A variety of businesses now cite 303 Creative when seeking First Amendment protection for their refusal to serve certain customers based on those customers’ protected class status. How this litigation will play out remains to be seen. But future courts need not, and should not, repeat the 303 Creative Court’s misunderstanding of how the antidiscrimination law of commercial transactions actually works.

Part I of this Essay explains the Court’s longstanding understanding of the antidiscrimination law of commercial transactions, and then describes the Court’s failure to engage with this precedent in 303 Creative. Part II then identifies the 303 Creative decision’s …

Understanding The Big Three’S Wavering Support Of Environmental And Social Shareholder Proposals, Jeff Schwartz, Jefferson Jensen

Seattle University Law Review

Because of their substantial equity portfolios, BlackRock, Vanguard, and State Street (the Big 3) are central players in corporate governance. It is, therefore, critical to understand how they vote. One puzzle is that their support for shareholder proposals on environmental and social matters appears to waiver. In 2020, for instance, BlackRock supported 11.1% of environmental proposals at S&P 500 firms. In 2021, it seemingly reversed course, supporting 55.2%. It then flipped again, supporting 32.1% in 2022. Such statistics suggest that the Big 3 are constantly changing their views on these topics. This Article seeks to better understand whether this is …

Law On Digital Banking Risk Management - Experiences Of Several Countries And Challenges For Such Developing Countries As Vietnam, Sue M. Altmeyer, Cao Dinh Lanh, Phan Dang Hai

Akron Law Faculty Publications

In the context of globalization and the continuous development of financial markets, the banking and financial services industry is increasingly complex, accompanied by potential legal risks that organizations need to deal with face-to-face. Risk management of banking operations in the digital environment is becoming increasingly important for financial institutions and banks, as it is essential to help protect organizations' assets, reputation, and stability. This article is based on analysis and research of the law in several countries to discern possible changes to the law on digital banking risk management in Vietnam. Three goals will be assessed: i) building a comprehensive …

Can The Sec Mandate Disclosures That Contain Both Financial And Social Information? The Case Of The Human Capital Management Disclosures, Patrick M. Corrigan

Journal Articles

Human capital contributes directly to the top and bottom line of corporate financial performance. However, theory predicts, and empirical studies suggest, that firms underinvest in human capital because of a classic public goods problem: since employees can always leave to work for another employer, firms cannot expect to bear all the fruits of investments they make in human capital. As human capital becomes more important in the modern service and technology economy, the ills of this public good problem are growing and the deficiencies of underinvestment becoming more apparent. This Article studies the potential role of human capital management disclosures. …