Securities Law Commons^™

Reforming Punishment Of Financial Reporting Fraud, Samuel W. Buell

Faculty Scholarship

Present sentencing law in criminal cases of financial reporting fraud is embarrassingly flawed. The problem is urgent given that courts are now regularly sentencing corporate offenders, sometimes (but sometimes not) to extremely punitive terms of imprisonment. Policing of fraud by multiple jurisdictions in a federal system means that principled sentencing law is necessary not only for first-order policy reasons but also for coordination of sanctioning efforts. Proportionality and rationality demand that sentencing law have an agreed scale for measuring cases of financial reporting fraud in relation to each other, a sound methodology for fixing a given case on that scale, …

Antitrust And Ipos In The Supreme Court, Clark C. Havighurst

Faculty Scholarship

This short comment suggests a connection, so far unrecognized, between two antitrust cases currently awaiting decision by the Supreme Court. In one case, the Court is likely, though not certain, to overturn the long-standing rule that resale price maintenance is illegal per se. If that should occur, another case on the Court’s docket, involving the scope of the implied antitrust immunity enjoyed by underwriters of corporate securities offerings, would (or should) look very different. This comment suggests that, if the law of vertical restraints is finally rationalized so that an issuer of a security may lawfully restrict price and other …

The Role Of Empirical Evidence In Evaluating The Wisdom Of The Sarbanes-Oxley Act, James D. Cox

Faculty Scholarship

No abstract provided.

An Empirical Study Of Securities Disclosure Practice, Mitu Gulati, Stephen J. Choi

Faculty Scholarship

Using a dataset of sovereign bond offering documents and underlying bond contracts for ten sovereign issuers from 1985-2005, we examine the securities disclosure practices of issuers and attorneys. The sovereign bond market is comprised of sophisticated issuers with highly paid law firms. If anyone complies fully with federal securities disclosure requirements, we expect sovereign issuers and their attorneys to do so. On the other hand, network effects that determine what information issuers chose to disclose as well as the high cost of determining what information is required for disclosure may lead issuers to fail to meet their disclosure duties. We …

Letting Billions Slip Through Your Fingers: Empirical Evidence And Legal Implications Of The Failure Of Financial Institutions To Participate In Securities Class Action Settlements, James D. Cox, Randall S. Thomas

Faculty Scholarship

In a pilot study we published two years ago, we reported that nearly two-thirds of the institutional investors with financial losses in 53 settled securities class actions fail to submit claims. As a consequence of this failure substantial sums they were entitled to receive were given to others. This article presents the results of a much more extensive investigation of the frequency with which financial institutions submit claims in settled securities class actions. We combine an empirical study of a much larger set of settlements with the results of a survey of institutional investors about their claims filing practices. Consistent …

The Muddled Duty To Disclose Under Rule 10b-5, Donald C. Langevoort, G. Mitu Gulati

Faculty Scholarship

No abstract provided.

Book Review, Steven L. Schwarcz

Faculty Scholarship

Reviewing Cross Border Collateral: Legal Risks and the Conflict of Laws (R. Potok ed., 2002).

Sovereign Bonds And The Collective Will, Lee C. Buchheit, G. Mitu Gulati

Faculty Scholarship

No abstract provided.

Foreword: The Regulation Of Derivatives And Other Complex Financial Products, Kimberly D. Krawiec

Faculty Scholarship

Foreword to a symposium issue on the regulation of derivatives and other complex financial products.

Privatizing “Outsider Trading”, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Fairness, Efficiency And Insider Trading: Deconstructing The Coin Of The Realm In The Information Age, Kimberly D. Krawiec

Faculty Scholarship

Whether and how the federal securities laws should restrict insider trading is one of the most hotly debated topics in the securities law literature. Paradoxically, both the theoretical analysis and the legal rules concerning insider trading remain extraordinarily vague and ill-formed. What is the special character of insider trading that leads to this apparently irresolvable puzzle? In this Article, I argue that there is, in fact, nothing special about insider trading that creates this dilemma, but rather there is something special about the nature of information itself. Accordingly, this theoretical dilemma is not limited to insider trading regulation, but rather …

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 …

Don’T Ask, Just Tell: Insider Trading After United States V. O’Hagan, Kimberly D. Krawiec, Richard W. Painter, Cynthia A. Williams

Faculty Scholarship

The United States Supreme Court validated the misappropriation theory in United States v. O'Hagan, but unfortunately rendered a confusing opinion that left many questions unresolved. In this article we discuss the history of the Supreme Court's Section 10(b) jurisprudence as it relates to insider trading, giving particular attention to the Court's insistence prior to O'Hagan that "a material misrepresentation or material failure to disclose," not merely a breach of fiduciary duty, must exist to impose liability under Section 10(b). We then discuss the pervasive inconsistencies among lower courts in interpreting the misappropriation theory, and how the O'Hagan decision does little …

More Than Just New Financial Bingo: A Risk-Based Approach To Understanding Derivatives, Kimberly D. Krawiec

Faculty Scholarship

The large losses suffered by investors in financial derivatives during recent years have prompted a wave of litigation, as well as proposals from Congress and regulatory agencies for increased monitoring of derivatives markets. Many, including some members of Congress and even "industry experts," are uneasy with the growing use of derivatives. Yet many market participants and others knowledgeable about this growing industry insist that derivatives serve an important, and perhaps vital, purpose by allowing investors to better manage the financial risks associated with their business transactions.

I define the term derivative and briefly discuss the history, uses and types of …

Fiduciaries, Misappropriators And The Murky Outlines Of The Den Of Thieves: A Conceptual Continuum For Analyzing United States V. O’Hagan,, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Proprietary Norms In Corporate Law: An Essay On Reading Gambotto In The United States, Deborah A. Demott

Faculty Scholarship

No abstract provided.

Gustafson V. Alloyd Co.: The Wrong Decision, But It Is Still Business As Usual In The Securities Markets, Kimberly D. Krawiec

Faculty Scholarship

No abstract provided.

Utilizing Rule 10b-5 For Remedying Squeeze-Outs Or Oppression Of Minority Shareholders, F. Hodge O'Neal, Ronald R. Janke

Faculty Scholarship

No abstract provided.

Business Associations—1959 Tennessee Survey, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.