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Articles 91 - 120 of 133
Full-Text Articles in Securities Law
Hybrid Entities: Distributing Profits With A Purpose, Heather Sertial
Hybrid Entities: Distributing Profits With A Purpose, Heather Sertial
Fordham Journal of Corporate & Financial Law
This Note elaborates on the introduction of a new legal structure for organizations known as the “hybrid entity.” A hybrid encompasses aspects of both the for-profit model, to generate revenue; as well as the nonprofit model, to distribute funds to a community in need. The objective of this Note is to offer a structural guide to entrepreneurs who are interested in this new model. This Note first examines the limitations of for-profits that would like to contribute to social goals, as well as the limitations of nonprofits that wish to increase their revenues. This Note then discusses two current statutory …
Informational Failures In Structured Finance And Dodd-Frank’S “Improvements To The Regulation Of Credit Rating Agencies”, Steven Mcnamara
Informational Failures In Structured Finance And Dodd-Frank’S “Improvements To The Regulation Of Credit Rating Agencies”, Steven Mcnamara
Fordham Journal of Corporate & Financial Law
This article analyzes the credit rating agency reform provisions of the Dodd-Frank Act’s “Improvements to the Regulation of Credit Rating Agencies” in light of the massive failures in the ratings of structured finance securities leading up to the 2008 credit crisis. The primary cause of ratings failure was the flawed quantitative ratings models used by the rating agencies; conflicted behavior on the part of the rating agencies was also an important but secondary cause. The key mechanical flaw in the ratings models was the method used to determine correlation, a measure of the likelihood that one borrower would default in …
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
Fordham Urban Law Journal
No abstract provided.
The Tenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law. Corporate Accountability: Governance And Compensation Issues, Stanley Sporkin, Todd Lang, Gary Naftalis, Jeffrey Sonnenfeld, Louise Story
The Tenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law. Corporate Accountability: Governance And Compensation Issues, Stanley Sporkin, Todd Lang, Gary Naftalis, Jeffrey Sonnenfeld, Louise Story
Fordham Journal of Corporate & Financial Law
CORPORATE ACCOUNTABILITY: GOVERNANCE AND COMPENSATION ISSUES
A Review Of Recent Derivatives Litigation, John D. Finnerty, Kishlaya Pathak
A Review Of Recent Derivatives Litigation, John D. Finnerty, Kishlaya Pathak
Fordham Journal of Corporate & Financial Law
The global over-the-counter derivatives market exceeded $33 trillion of gross market value as of year-end 2008, according to the Bank for International Settlements.1 Recent headlines suggest that derivatives – specifically, credit default swaps – pose an enormous potential systemic risk and that they are one of the root causes of the current economic crisis.2
The Collapse Of An Empire? Rating Agency Reform In The Wake Of The 2007 Financial Crisis, Elizabeth Devine
The Collapse Of An Empire? Rating Agency Reform In The Wake Of The 2007 Financial Crisis, Elizabeth Devine
Fordham Journal of Corporate & Financial Law
In 1996, Thomas Friedman’s remarks echoed the sentiments of many. The rating agency business was booming, and it seemed like the agencies themselves could do no wrong.
The Flawed State Of Broker-Dealer Regulation And The Case For An Authentic Federal Fiduciary Standard For Broker-Dealers, Gary A. Varnavides
The Flawed State Of Broker-Dealer Regulation And The Case For An Authentic Federal Fiduciary Standard For Broker-Dealers, Gary A. Varnavides
Fordham Journal of Corporate & Financial Law
THE FLAWED STATE OF BROKER-DEALER REGULATION AND THE CASE FOR AN AUTHENTIC FEDERAL FIDUCIARY STANDARD FOR BROKER-DEALERS
323 Non-Managing Underwriters’ Role In Securities Offerings: Just Eye Candy?, Elena Marty-Nelson
323 Non-Managing Underwriters’ Role In Securities Offerings: Just Eye Candy?, Elena Marty-Nelson
Fordham Journal of Corporate & Financial Law
While there is considerable scholarship on the due diligence defense of lead underwriters in defective corporate securities offerings, there is surprisingly little analysis of the due diligence defense of non-managing underwriters. This article challenges the common perception that lead and non-managing underwriters necessarily “sink or swim” together for purposes of due diligence. An analysis of the statutory structure of Section 11 of the Securities Act of 1933 reveals that non-managing underwriters are not inextricably tethered to the lead. Rather, non-managing underwriters who actively question the lead’s due diligence investigation should be able to meet their own affirmative defense even when …
Deconstructing Corporate Governance: Director Primacy Without Principle?, René Reich-Graefe
Deconstructing Corporate Governance: Director Primacy Without Principle?, René Reich-Graefe
Fordham Journal of Corporate & Financial Law
For almost eighty years now, corporate law scholarship has centered around two elementary analytical findings made in what has once been described as the “last major work of original scholarship”within the field.
Morrison V. National Australia Bank: Life After Dodd-Frank, Meny Elgadeh
Morrison V. National Australia Bank: Life After Dodd-Frank, Meny Elgadeh
Fordham Journal of Corporate & Financial Law
This Note examines the background of foreign-cubed litigation,1 including its development over the past four decades, its abrogation by the Supreme Court, and its potential future under recently enacted legislation. The Note examines the tests developed by the Court of Appeals in order to determine whether a United States court could adjudicate foreign-cubed litigation. Additionally, it reviews the Supreme Court opinion in Morrison v. National Australia Bank and its ultimate rejection of the predominant Second Circuit test for applicability. Finally, the Note discusses “The Dodd–Frank Wall Street Reform and Consumer Protection Act,” a provision of which was specifically included to …
Another Role For Securities Regulation: Expanding Investor Opportunity, Jasmin Sethi
Another Role For Securities Regulation: Expanding Investor Opportunity, Jasmin Sethi
Fordham Journal of Corporate & Financial Law
Securities regulation can be justified on a number of grounds, but furthering the expansion of opportunities for wealth accumulation across sectors of the population has generally not been utilized as an argument for regulation. This article demonstrates how an opportunities-based perspective, informed by the findings from interdisciplinary research, could alter securities policy in four areas: (1) enhancing access to information and financial institutions; (2) requiring disclosures; (3) impacting the behavioral biases of investors; and (4) aligning the incentives of investment professionals to better facilitate the wealth accumulation of their clients. The implications of applying an opportunities-based approach to financial regulation …
Revisiting The Inadvertent Investment Company, Brian Vito
Revisiting The Inadvertent Investment Company, Brian Vito
Fordham Journal of Corporate & Financial Law
While the topic of financial regulation has recently experienced a resurgence in interest, one area that historically has received little attention and continues to exist in relative obscurity is the application of the Investment Company Act of 1940 (the “Company Act”) to commodity pools, as opposed to mutual funds, hedge funds and private equity funds. The purpose of this article is to distinguish the boundary between an investment company, as that term is defined in the Company Act, and a commodity pool, as the term is used to refer to an investment pool not within the auspices of the Company …
Lessons For Competition Law From The Economic Crisis: The Prospect For Antitrust Responses To The “Too-Big-To-Fail” Phenomenon, Jesse W. W. Markham, Jr.
Lessons For Competition Law From The Economic Crisis: The Prospect For Antitrust Responses To The “Too-Big-To-Fail” Phenomenon, Jesse W. W. Markham, Jr.
Fordham Journal of Corporate & Financial Law
This article examines whether, and the extent to which, antitrust law could contribute to a broader regulatory effort to control the too-big-to-fail problem. The article begins by exploring the nature of the problem. Against this backdrop, it considers antitrust policy and rules to evaluate whether antitrust might play a meaningful role. The article concludes that antitrust law, if vigorously enforced with an emphasis on avoiding too-big-to-fail problems, can be a useful public policy tool to address the problem. However, it can come nowhere near solving it or preventing recurrences of recent systemic failures.
From Chiarella To Cuban: The Continuing Evolution Of The Law Of Insider Trading, Anthony Michael Sabino, Michael A. Sabino
From Chiarella To Cuban: The Continuing Evolution Of The Law Of Insider Trading, Anthony Michael Sabino, Michael A. Sabino
Fordham Journal of Corporate & Financial Law
Parts II and III of this Article provide an exposition of the statutory underpinnings of insider trading and a description of the fundamentals of federal securities laws. Parts IV through VII then trace the development of modern insider trading jurisprudence, starting with the Supreme Court’s inaugural holding in Chiarella and then moving across three decades of evolving precedent to the recent Cuban decision. Part VIII provides the authors’ analysis and commentary on the current state of insider trading laws. The Article concludes in Part IX with some observations as to what the future holds for the law of insider trading.
What Happened To The "Up-Tick" Rule?, Constantine N. Katsoris
What Happened To The "Up-Tick" Rule?, Constantine N. Katsoris
Faculty Scholarship
No abstract provided.
Symposium: The Regulation Of Investment Funds, Andrew J. Donohue, Paul N. Roth, Mattew B. Siano, J.W. Verret
Symposium: The Regulation Of Investment Funds, Andrew J. Donohue, Paul N. Roth, Mattew B. Siano, J.W. Verret
Fordham Journal of Corporate & Financial Law
Symposium: The Regulation Of Investment Funds
The Incoherence Of American Corporate Governance And The Need For Federal Standards, Timothy De Lizza
The Incoherence Of American Corporate Governance And The Need For Federal Standards, Timothy De Lizza
Fordham Urban Law Journal
This Comment suggests that the U.S. Congress should expand the SEC’s mandate so that it has clear authority to implement corporate governance standards. Part I provides an overview of problems regarding how much executive pay is given, how pay is set, and how it is disclosed. It then highlights regulatory responses to those problems, including how they provide contradictory incentives and result in unpredictability and over-regulation. Part II considers the current scope of the SEC’s mandate, including courts’ and commentators’ difficulty in defining its boundaries. Part II concludes that this difficulty sometimes makes the SEC’s regulatory actions either ineffective or …
Free Writing, Steve Thel
Constraining Dominant Shareholders' Self-Dealing: The Legal Framework In France, Germany, And Italy , Pierre-Henri Conac, Luca Enriques, Martin Gelter
Constraining Dominant Shareholders' Self-Dealing: The Legal Framework In France, Germany, And Italy , Pierre-Henri Conac, Luca Enriques, Martin Gelter
Faculty Scholarship
All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and remedies are far from uniform across jurisdictions, possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction, typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different …
Predicting Corporate Governance Risk: Evidence From The Directors' & Officers' Liability Insurance Market, Tom Baker, Sean J. Griffith
Predicting Corporate Governance Risk: Evidence From The Directors' & Officers' Liability Insurance Market, Tom Baker, Sean J. Griffith
Faculty Scholarship
This Article examines how liability insurers transmit and transform the content of corporate and securities law. Directors' & Officers' (D&O) liability insurers are the financiers of shareholder litigation in the American legal system, paying on behalf of the corporation and its directors and officers when shareholders sue. The ability of the law to deter corporate actors thus depends upon the insurance intermediary. How, then, do insurers transmit and transform the content of corporate and securities law in underwriting D& 0 coverage?In this Article, we report the results of an empirical study of the D&O underwriting process. Drawing upon in-depth interviews …
The Missing Monitor In Corporate Governance: The Directors' & Officers' Liability Insurer, Tom Baker, Sean J. Griffith
The Missing Monitor In Corporate Governance: The Directors' & Officers' Liability Insurer, Tom Baker, Sean J. Griffith
Faculty Scholarship
This article reports the results of empirical research on the monitoring role of directors' and officers' liability insurance (D&O insurance) companies in American corporate governance. Economic theory provides three reasons to expect D&O insurers to serve as corporate governance monitors: first, monitoring provides insurers with a way to manage moral hazard; second, monitoring provides benefits to shareholders who might not otherwise need the risk distribution that D&O insurance provides; and third, the "bonding" provided by risk distribution gives insurers a comparative advantage in monitoring. Nevertheless, we find that D&O insurers neither monitor corporate governance during the life of the insurance …
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Faculty Scholarship
This Article explores the connection between corporate governance and directors’ and officers’ (D&O) insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, in a well-working insurance market, D&O insurance premiums would convey the insurer's assessment of a firm's governance quality. Simply stated, firms with better corporate governance would pay relatively low D&O premiums, while firms with worse corporate governance would pay more. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the …
Double Dipping: The Cross-Border Taxation Of Stock Options, Jeffrey M. Colon
Double Dipping: The Cross-Border Taxation Of Stock Options, Jeffrey M. Colon
Faculty Scholarship
Once awarded exclusively to upper management, stock options are now granted increasingly to rank-and-file employees and are becoming a greater component of employee compensation. The expanding use of stock options is undoubtedly due in part to the large increase in equity prices over the last twenty years. Further fueling the demand was the Internet start-up boom of the late 1990s, the spectacular financial success of many technology and computer companies, notably Microsoft and Oracle, and the well- publicized lucre acquired by their employees. The collapse of the initial public offerings market for Internet start-up companies at the dawn of the …
Spinning And Underpricing: A Legal And Economic Analysis Of The Preferential Allocation Of Shares In Initial Public Offerings , Sean J. Griffith
Spinning And Underpricing: A Legal And Economic Analysis Of The Preferential Allocation Of Shares In Initial Public Offerings , Sean J. Griffith
Faculty Scholarship
This Article investigates the preferential allocation, or “spinning,” of shares in initial public offerings. It begins by examining the offering process and the incentives of underwriters, issuers, and investors. Through this examination of the participants and the process, it locates the harm of spinning in the underpricing of initial public offerings. The Article then seeks to identify precisely which participants in the offering process are harmed by the practice and finally evaluates the most appropriate means of addressing this harm.
Securities Arbitration: A Clinical Experiment, Constantine N. Katsoris
Securities Arbitration: A Clinical Experiment, Constantine N. Katsoris
Fordham Urban Law Journal
This Article discusses the use of non-attorneys in representing such clients, as well as pro se representation by such claimants. It then describes the efforts of the Securities and Exchange Commission ("SEC") to ensure that such claimants have access to adequate and effective representation through the use of law school clinics. Finally, this Article raises numerous issues that must be considered before establishing such clinics, and concludes that proper planning and adjustment is necessary for a successful clinical program.
The Betrayal Of Mcmahon, Constantine N. Katsoris
The Betrayal Of Mcmahon, Constantine N. Katsoris
Fordham Urban Law Journal
There is controversy over awarding punitive damages by arbitration in securities disputes. Securities disputes are unique because the vast majority of such disputes are filed at Self Regulatory Organizations (“SROs”) which are subject to SEC oversight. However, other securities disputes are filed at the American Arbitration Association (“AAA”), which is not subject to SEC oversight. As a result differing rules evolved for SRO arbitrations than those applicable at the AAA. No SRO rule directly authorized punitive damages but section 31(d) of the Uniform Code of Arbitration prohibits limiting the ability of arbitrators to make any award. Whereas a AAA rule …
Investment Management Arrangements And The Federal Securities Laws, Harvey E. Bines, Steve Thel
Investment Management Arrangements And The Federal Securities Laws, Harvey E. Bines, Steve Thel
Faculty Scholarship
No abstract provided.
Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson
Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson
Faculty Scholarship
Unlimited shareholder liability would radically change the way we look at corporations. In an unlimited-liability world, one part at least of the veil between corporation and shareholder would no longer exist. As a result, the relationship between corporation and shareholder would be, both in law and in fact,much closer than it is currently. The two parts of this change-the legal and the factual-would reinforce each other. The legal change would be reflected in court decisions enforcing unlimited liability Regardless of the exact contours that decisions in this area took initially, there would be at least some shareholders-mutual funds, for example--whom …
$850,000 In Six Minutes-The Mechanics Of Securities Manipulation, Steve Thel
$850,000 In Six Minutes-The Mechanics Of Securities Manipulation, Steve Thel
Faculty Scholarship
No abstract provided.
The Genius Of Section 16: Regulating The Management Of Publicly Held Companies, Steve Thel
The Genius Of Section 16: Regulating The Management Of Publicly Held Companies, Steve Thel
Faculty Scholarship
No abstract provided.