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Articles 1 - 5 of 5
Full-Text Articles in Law and Economics
Escaping Entity-Centrism In Financial Services Regulation, Anita Krug
Escaping Entity-Centrism In Financial Services Regulation, Anita Krug
All Faculty Scholarship
In the ongoing discussions about financial services regulation, one critically important topic has not been recognized, let alone addressed. That topic is what this Article calls the “entity-centrism” of financial services regulation. Laws and rules are entity-centric when they assume that a financial services firm is a stand-alone entity, operating separately from and independently of any other entity. They are entitycentric, therefore, when the specific requirements and obligations they comprise are addressed only to an abstract and solitary “firm,” with little or no contemplation of affiliates, parent companies, subsidiaries, or multi-entity enterprises. Regulatory entity-centrism is not an isolated phenomenon, as …
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies, Anita Krug
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies, Anita Krug
All Faculty Scholarship
This Article first recalls the primary contours of Adolf Berle and Gardiner Means’s acclaimed observations regarding the separation of ownership and control in the “modern corporation,” as well as their conclusions about the implications of those observations for the doctrine of shareholder primacy. Second, the Article describes how the activities of FSHCs generally differ from what we think corporations do and, certainly, from what Berle and Means conceived of as the purpose of corporations or, indeed, any business enterprise. Third, this Article articulates how those business activities render more acute the problem of the separation of ownership and control that …
Asia And Global Competition Law Convergence, David J. Gerber
Asia And Global Competition Law Convergence, David J. Gerber
All Faculty Scholarship
No abstract provided.
Investment Company As Instrument: The Limitations Of The Corporate Governance Regulatory Paradigm, Anita Krug
Investment Company As Instrument: The Limitations Of The Corporate Governance Regulatory Paradigm, Anita Krug
All Faculty Scholarship
U.S. regulation of public investment companies (such as mutual funds) is based on a notion that, from a governance perspective, investment companies are simply another type of business enterprise, not substantially different from companies that produce goods or provide (noninvestment) services. In other words, investment company regulation is founded on what this Article calls a “corporate governance paradigm,” in that it provides a significant regulatory role for boards of directors, as the traditional governance mechanism in business enterprises, and is “entity centric,” focusing on intraentity relationships to the exclusion of superentity ones. This Article argues that corporate governance norms, which …
Rethinking U.S. Investment Adviser Regulation, Anita Krug
Rethinking U.S. Investment Adviser Regulation, Anita Krug
All Faculty Scholarship
(Excerpt)Now, in the aftermath of Dodd-Frank's enactment and the SEC's associated bout of rulemaking, one might think that the Advisers Act's regulatory regime is a workable and effective one, equipped to address - and address efficiently - the investor-protection risks that the twenty-first-century investment adviser industry produces. In fact, however, Dodd-Frank did not touch - and, indeed, Dodd-Frank's crafters indicated no awareness of - many of the Advisers Act's longstanding troubles. Additionally, the changes Dodd-Frank brought about have their own considerable deficiencies. As this Article contends, the U.S. investment adviser regulatory regime, now seventy-four years old, is in need of …