Securities Law Commons^™

Individual Rights And Investor Protections In A Trade Regime: Nafta And Cafta, Amy K. Anderson

Washington and Lee Law Review

No abstract provided.

Who Will Control Frankenstein?: The Korean Chaebol's Corporate Governance, Jeong Seo

Cardozo Journal of International and Comparative Law

In a chaebol, because a dominant family exercises control with only a small equity-holding, a sharp disparity exists between cashflow rights and voting rights. The controller reduces managerial agency costs but creates his own agency costs. Furthermore, the disparity exacerbates the controller's agency costs. Outsider shareholders' voting rights are ineffectual in eradicating this problem. Therefore, external monitoring devices over the chaebol controller are required.

Korea has relied on government regulation-including attempts to change chaebols' ownership structures-to address this problem. Unfortunately, without well-functioning capital markets, the regulation has proved ineffective. As observed in the SK scandal, a market for …

Sarbanes-Oxley Act Of 2002: Are Multi-National Corporations Unduly Burdened?, William Alan Nelson

ExpressO

The Sarbanes-Oxley Act was enacted by Congress in response to the frauds perpetrated by several large U.S. companies; Enron and WorldCom were the main catalysts for the swift regulatory response. Though the primary impetus of Sarbanes-Oxley was to deter corruption domestically, its impact has had multinational reach. Problems arise when foreign corporations domiciled outside the United States are subject to both U.S. securities law and the laws of their home country, particularly when the laws are in conflict. This five part comment examines the effect that the Sarbanes–Oxley Act of 2002 has had on multinational corporations. The comment begins by …

Comparative Corporate Governance: Irish, American, And European Responses To Corporate Scandals, Manish Gupta

ExpressO

A comparative review of legislative reactions to corporate scandals such as Enron and WorldCom. This paper examines American, Irish, and European Union legislation meant to deal with regulating corporations.

Taking The Stand: The Lessons Of The Three Men Who Took The Japanese American Internment To Court, Lorraine K. Bannai

Seattle Journal for Social Justice

No abstract provided.

Reform Of Public Company Disclosure In Europa, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor

ExpressO

No abstract provided.

What Makes Asset Securitization "Inefficient"?, Kenji Yamazaki

ExpressO

Despite the damage caused by the recent Enron scandal , the asset securitization market has been vibrant and has become a popular financing alternative . A number of academics emphasize its merits and suggest that it is a more favorable way of financing, and Congress’s proposal to make sales of asset in securitization immune from characterization as secured transactions under the Bankruptcy Reform Act of 2001 (the “Reform Act”) almost materialized when the Enron scandal hit the scene. Conversely, there have been accusations that securitization is not a legitimate way of financing because, for example, it fosters fraudulent transactions.

Why …

The Securities And Exchange Commission Goes Abroad To Regulate Corporate Governance, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Reconciling Federal And State Interest In Securities Regulation In The United States And Europe, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee

LLM Theses and Essays

Underpinning a regulatory regime is a dichotomy between achieving certainty of outcome and achieving perceived fairness. While such a discussion may seem out of place in the context of a regulatory regime dealing with offshore offerings, it nonetheless serves to emphasize some of the considerations encountered in the following examination of Regulation S. Part Two of this thesis outlines the development of the disclosure regime that is evidenced in the United States Federal Securities Regulations and then goes on to examine how this regime, first established in the 1930s, dealt with the advent of globalization. Part Three then looks at …

The Securities Globalization Disclosure Debate, Merritt B. Fox

Faculty Scholarship

A global market is developing for the shares of an increasing portion of the world’s 41,000 publicly-traded issuers. This trend has given rise to an active debate concerning what United States policy should be toward regulation of their disclosure practices. This Article is a comment on this debate through the eyes of an active participant

Foreward: Mergers, Market Access And The Millennium, Eleanor M. Fox

Northwestern Journal of International Law & Business

The symposium issue is a nice microcosm of the competition law issues facing the world. It presents the tensions between national control and world integration. It presents the twin, conflicting impulses to eschew internationalization, hoping to do well enough by deepened positive comity (Waller), and to embrace internationalization at least cautiously to address concerns where unharnessed operation of national interests obstructs efficient solutions and where internationalization is most likely to sidestep the political landmines (Fiebig).

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.

Integration Of International Financial Regulatory Standards For The Chinese Economic Area: The Challenge For China, Hong Kong, And Taiwan, Lawrence L.C. Lee

Northwestern Journal of International Law & Business

This article initially reviews the current development of financial services that converge regulatory systems around the world. Along with focusing on banking and securities, this article assesses financial systems and regulators within China, Hong Kong, and Taiwan respectively. The evaluation of the CEA's financial system is based on recommendations issued by the Basle Committee. In addition, with respect to the principle of national treatment, this article evaluates the operations of foreign financial institutions in the CEA. In the future, participation in the WTO will enable the CEA to experience greater growth and increase its participation in the internationalization of financial …

Commercial Arbitration In The U.S.: The Arbitrability Of Disputes Arising From Statute-Based Claims, Sylvie Frankignoul

LLM Theses and Essays

A leading contemporary expert in arbitration has explained: "The concept of arbitrability determines the point at which the experience of contractual freedom ends and the public mission of adjudication begins. In effect, it establishes a dividing line between the transactional pursuit of private rights and courts' role as custodians and interpreters of the public interest." 1 A major part of the arbitrability doctrine deals with the kind of claims that can fall within the scope of agreements for private dispute resolution. Arbitration clauses are an integral part of the parties' transactions. Nevertheless, the American judiciary historically has refused to enforce …

The Case For A European Securities Commission, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Estonian Securities Market Act: A Lesson For Former Republics Of The Soviet Union, John J.A. Burke

Vanderbilt Journal of Transnational Law

This Article describes and analyzes the Estonian Securities Market Act; the only securities statute presently in effect in Estonia. Before examining the requirements of that law, the Article provides an overview of the development of a securities market in Estonia, including a description of the securities, exchanges, and professionals that comprise the contemporary market. After providing this context, the Article analyzes the Estonian Securities Market Act. The author concludes that Estonia should not adopt complex securities legislation, but rather should "sample" the laws of other states. This process will allow Estonia to tailor a comprehensive regulatory system to the particular …

French & Sec Securities Regulation: The Search For Transparency And Openness In Decisionmaking, Keith D. Nunes, Louis Vogel, Chris X. Linn, Peter C. Kostant

Vanderbilt Journal of Transnational Law

In this Article, the authors retrace the history and development of France's securities markets. The authors find that the French markets have become dynamic and diverse in the wake of their modernization. In contrast to the passivity of the United States regulatory regime, the authors demonstrate that the role of French regulators is more aggressive and intrusive. The authors also note that, through directives seeking to coordinate the policies of member states, the European Economic Community serves as the world's leading securities regulator. The authors conclude that French securities laws have been successful in improving disclosure and market efficiency. But …

Commodity Indexed Securitization And Infrastructural Change: Turkey's Role In Emerging Economies, Som Dasgupta, Michael B. Brodsky

Northwestern Journal of International Law & Business

In view of these issues, this paper proposes an optimal approach to design and regulation of commodity contingent instruments for private enterprises. The design of these instruments is likely to significantly alleviate the capital constraints in emerging markets, particularly in Eurasia. A commodity contingent security usually consists of a combination of a traditional debt security (a bond) and several units of a financial instrument, the payoff of which is in some well-defined way linked to the price of a traded commodity. Although commodity contingent securitization can, in theory, be applied at both the national and the private level, the proposals …

Securities Law In The European Community: Harmony Or Cacophony?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The European Community's Ucits Directive, Patrick J. Paul

Vanderbilt Journal of Transnational Law

As the twenty-first century approaches, the world is undergoing massive change. Social, political, and economic barriers are being torn down; new alliances are forming, as are new barriers. Economic stability and supremacy have replaced military supremacy in the hierarchy of a nation's policy objectives. The European Community's move toward a single market exemplifies this policy shift.

This Note focuses on one element of these global changes--internationalization of the securities market. The Note begins with an overview of the international securities market and the reasons for its increased globalization. The Investment Company Act of 1940 (the 1940 Act) that, in part, …

The Second Circuit's Role In Expanding The Sec's Jurisdiction Abroad, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

International Securities Regulation: London's "Big Bang" And The European Securities Markets, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Brooklyn Law School -- New York Stock Exchange, Inc. Breakfast Roundtables, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Impact Of Technology On The Trading Of Securities: The Emerging Global Market And The Implications For Regulation, 24 J. Marshall L. Rev. 299 (1991), Lewis D. Solomon, Louise Corso

UIC Law Review

No abstract provided.

Transnational Takeover Talk: Regulations Relating To Tender Offers And Insider Trading In The United States, The United Kingdom, Germany, And Australia, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Foreign Securities Offerings In The United States: The Impact Of Sec Clearance Of Denationalized French Stock Issues, John T. Vogel

Vanderbilt Journal of Transnational Law

In response to the growing internationalization of financial markets and the internal deregulation of foreign national securities structures, the United States Government, through the Securities and Exchange Commission (SEC or Commission), has entertained suggestions and has implemented measures to facilitate the flow of capital across United States borders. The world financial community has generally applauded these actions, but has nonetheless continued the call for more reform and liberalization of capital markets. The ideas behind the voices of reform have appeal: less federal regulation means more corporate access to international capital, more opportunities for investors, and a more efficient allocation of …

Symposium: The Internationalization Of The Securities Markets - Introduction, Tamar Frankel

Faculty Scholarship

This symposium on international trading in securities was the brain child of William Schwartz, Dean of the Boston University School of Law, and John J. Phelan, President of the New York Stock Exchange. The idea was implemented by Donald L. Calvin, Executive Vice President of the New York Stock Exchange, and myself, with the staff and students of Boston University School of Law. The event was held in New York City on October 18, 1985.

The symposium had three purposes: first, to present a picture of the current status of international trading in securities, which has been developing rapidly; second, …

Secrecy And Blocking Laws: A Growing Problem As The Internationalization Of Securities Markets Continues, Rochelle G. Kauffman

Vanderbilt Journal of Transnational Law

This Note examines the problems recently faced by the SEC in policing securities transactions effected by foreign financial institutions in jurisdictions with secrecy and blocking laws, and it proposes both a short-term solution and a long-term solution to the SEC's enforcement problems. Part II of the Note outlines the problems confronting the SEC, specifically addressing the growing internationalization of securities markets and the effects on United States markets. This section also examines the problems confronting the SEC as a result of secrecy and blocking laws, and it suggests that unless new enforcement procedures are developed, these problems will increase when …