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Articles 31 - 60 of 337
Full-Text Articles in Securities Law
The Risk Of Regulatory Arbitrage: A Response To Securities Regulation In Virtual Space, Wendy Gerwick Couture
The Risk Of Regulatory Arbitrage: A Response To Securities Regulation In Virtual Space, Wendy Gerwick Couture
Washington and Lee Law Review Online
In Securities Regulation in Virtual Space, Eric. C. Chaffee explores the potential applicability of the securities laws to virtual transactions based on virtual activity and argues that, although many of these transactions likely qualify as “investment contracts” under S.E.C. v. W.J. Howey Co., they should be excluded under the context clause because, among other reasons, application of the securities laws would stifle creativity within this innovative space. This Response proposes a reframing of the Howey test as a response to the risk of regulatory arbitrage, argues that the context clause should only exclude transactions that do not pose …
Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett
Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Shaun M. Bennett
Washington and Lee Law Review
This Note addresses a circuit court split arising from a portion of the anti-retaliation provisions in the Dodd–Frank Wall Street Reform and Consumer Protection Act. Subsection 21F’s retaliation prohibitions apply to those employers whose employees make required or protected disclosures under the Sarbanes–Oxley Act of 2002 (SOX) or any other rule or regulation under the SEC’s jurisdiction. SOX provides anti -retaliation protections — similar to those available under Dodd–Frank — for employees of publicly traded companies who report misconduct. However, SOX expressly affords protections to those who provide information to “a Federal regulatory or law enforcement agency; any Member of …
Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney
Canons Of Construction For Dysfunctional Statutes: A Comment On Bennett, Paul G. Mahoney
Washington and Lee Law Review
No abstract provided.
Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan
Comment On Whistling Loud And Clear: Applying Chevron To Subsection 21f Of Dodd–Frank, Sarah C. Haan
Washington and Lee Law Review
No abstract provided.
Securities Regulation In Virtual Space, Eric C. Chaffee
Securities Regulation In Virtual Space, Eric C. Chaffee
Washington and Lee Law Review
No abstract provided.
Getting Specific About The Policy And Tools Of Securities Regulation: A Limited Response To Diversifying To Mitigate Risk: Can Dodd–Frank Section 342 Help Stabilize The Financial Sector?, Joan Macleod Heminway
Getting Specific About The Policy And Tools Of Securities Regulation: A Limited Response To Diversifying To Mitigate Risk: Can Dodd–Frank Section 342 Help Stabilize The Financial Sector?, Joan Macleod Heminway
Washington and Lee Law Review Online
No abstract provided.
Is Transparency The Answer? Reconciling The Fiduciary Duties Of Public Pension Plans And Private Funds, In 2016 Private Fund Report: Public Pension Plans And Private Funds - Common Goals, Conlicting Interests (2016), Cary Martin Shelby
Books and Chapters
Public pension plans manage over $3 trillion in assets on behalf of millions of state and local government workers across the country. The trustees of such plans (“Trustees”) invest the bulk of these assets into a variety of equities and bonds, with the hopes of earning sufficient returns to finance the retirement of these countless public sector workers. In recent years however, Trustees have grown more creative in selecting their underlying investment allocations. Alternative investments, such as hedge funds and private equity funds for example provide unique opportunities for Trustees to maximize returns, protect against declining markets, and to diversify …
Justice Stevens And Securities Law, Lyman P.Q. Johnson, Jason A. Cantone
Justice Stevens And Securities Law, Lyman P.Q. Johnson, Jason A. Cantone
Scholarly Articles
In this Article, we tell the overlooked story of Justice Stevens's important role in Supreme Court securities law decisions. In Part I, where we briefly highlight Stevens's career before his 1975 appointment to the Supreme Court, we observe that we can identify no evident interest in or connection to federal securities law or the securities industry, making his contributions all the more remarkable. The only foreshadowing of his prolific opinion-writing on the subject of securities law was his voluminous writing of opinions, in general, while serving on the Seventh Circuit Court of Appeals. This commitment to authoring opinions stemmed, in …
Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans
Adding A Due Diligence Defense To § 13(B) And Rule 13b 2 – 2 Of The Securities Exchange Act Of 1934, Michael Evans
Washington and Lee Law Review
No abstract provided.
Feeling Insecure—A State View Of Whether Investors In Municipal General Obligation Bonds Have A Mere Promise To Pay Or A Binding Obligation, Randle B. Pollard
Feeling Insecure—A State View Of Whether Investors In Municipal General Obligation Bonds Have A Mere Promise To Pay Or A Binding Obligation, Randle B. Pollard
Scholarly Articles
The City of Detroit's filing for municipal bankruptcy in July, 2013, has added to a continuing controversy of whether general obligation bondholders have a secured lien. The City of Detroit claimed its general obligation bondholders did not have a fully secured lien because the law of the state of Michigan did not create a statutory lien. Without the creation of a lien by state law, during the insolvency or bankruptcy of municipalities, general obligation bondholders will potentially have a mere promise to pay versus a binding obligation to pay, and therefore, will not have a secured lien. Treating otherwise secured …
Brief Of Professors At Law And Business Schools As Amici Curiae In Support Of Respondents: Omnicare, Inc., Et Al. V. Laborers District Council Construction Industry Pension Fund, Et Al., Celia Taylor, Lyman P.Q. Johnson, J. Robert Brown, Joan Macleod Heminway
Brief Of Professors At Law And Business Schools As Amici Curiae In Support Of Respondents: Omnicare, Inc., Et Al. V. Laborers District Council Construction Industry Pension Fund, Et Al., Celia Taylor, Lyman P.Q. Johnson, J. Robert Brown, Joan Macleod Heminway
Scholarly Articles
None available.
Mad Money: Rethinking Private Placements, Abraham J.B. Cable
Mad Money: Rethinking Private Placements, Abraham J.B. Cable
Washington and Lee Law Review
Currently, regulations try to limit unregistered sales of stock (private placements) to the “smart money,” either by informing investors through disclosure or excluding unsophisticated investors from the market. In theory, these smart-money approaches promote the dual goals of capital formation and investor protection. But in practice, regulators have struggled to craft effective disclosure or screening mechanisms. In light of these failures, this Article advocates for a new approach—investment caps that allow every investor a limited amount of “mad money” to invest in risky private placements. This mad-money approach can protect investors by encouraging basic diversification and liquidity, while advancing capital …
¿Y Si No Me Quiero Separar Así? Flexibilizando El Derecho De Separación, Fernando Loayza Jordán
¿Y Si No Me Quiero Separar Así? Flexibilizando El Derecho De Separación, Fernando Loayza Jordán
Scholarly Articles
El autor realiza una crítica pormenorizada al artículo 200 de la Ley General de Sociedades, críticaen la cual, propone el cambio de la categoría imperativa de la norma por una de categoría dispositiva. Establece supuestos que beneficien a la separación a favor de los inversionistas y accionistas minoritarios. Propone una regulación atractiva para hacer que las transferencias de acciones sean más dinámicas y atractivas. Todo lo anterior, con el fin de beneficiar los intereses tanto de la sociedad como de los accionistas, tutelando sus derechos de manera más efectiva.
Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii
Is Hedge Fund Adviser Registration Necessary To Accomplish The Goals Of The Dodd–Frank Act’S Title Iv?, Luther R. Ashworth Ii
Washington and Lee Law Review
No abstract provided.
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Washington and Lee Law Review
No abstract provided.
Why Register Hedge Fund Advisers—A Comment, Lyman P.Q. Johnson
Why Register Hedge Fund Advisers—A Comment, Lyman P.Q. Johnson
Washington and Lee Law Review
No abstract provided.
Review: Is Hedge Fund Registration Necessary? , J. W. Verret
Review: Is Hedge Fund Registration Necessary? , J. W. Verret
Washington and Lee Law Review
No abstract provided.
Contingent Capital In Executive Compensation, Wulf A. Kaal
Contingent Capital In Executive Compensation, Wulf A. Kaal
Washington and Lee Law Review
Contingent capital has great potential to improve corporate governance in Systemically Important Financial Institutions (SIFIs). Early initiatives by European SIFIs to include contingent convertible bonds in executive compensation packages lack governance-improving designs. This Article suggests the use of contingent convertible bonds with an early conversion trigger in executive compensation. The proposal adds an important element to the literature on inside debt and the creditor-centered approach to executive compensation. Contingent convertible bonds with early triggers could be preferable to other debt instruments because, in addition to lowering income inequality and increasing sustainability, the early trigger design can improve incentives for executives …
Do End-Users Get The Best Of Both Worlds?—Title Vii Of Dodd–Frank And The End-User Exception, Carney Simpson
Do End-Users Get The Best Of Both Worlds?—Title Vii Of Dodd–Frank And The End-User Exception, Carney Simpson
Washington and Lee Law Review
No abstract provided.
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Scholarly Articles
The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them?
This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
Washington and Lee Law Review
No abstract provided.
Citizens United And Forced Speech: Why Protecting The Dissenting Shareholder Necessitates Disclosure Of Corporate Political Expenditures After Citizens United V. Fec, Sabina Bunt Thaler
Citizens United And Forced Speech: Why Protecting The Dissenting Shareholder Necessitates Disclosure Of Corporate Political Expenditures After Citizens United V. Fec, Sabina Bunt Thaler
Washington and Lee Journal of Civil Rights and Social Justice
No abstract provided.
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Scholarly Articles
In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …
The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell
The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell
Washington and Lee Law Review
In recent years there has been significant ongoing academic debate over the expansion ofpublic shareholders 'participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct ofcorporate affairs. The legitimacy ofshareholderp articipationr ights depends upon the actual role public shareholders play in contributing to the corporation's function of providing goods and services and, ultimately, to economic growth and social welfare. Few in the debate have stopped to examine this question. This Article presents original empirical evidence that demonstrates that public shareholders do not, on net, contributec apitalt …
Derivatives At Bankruptcy: Lifesaving Knowledge For The Small Firm, Jonathon Keath Hance
Derivatives At Bankruptcy: Lifesaving Knowledge For The Small Firm, Jonathon Keath Hance
Washington and Lee Law Review
No abstract provided.
Option Backdating And Its Implications, Jesse M. Fried
Option Backdating And Its Implications, Jesse M. Fried
Washington and Lee Law Review
Thousands of U.S. companies appear to have secretly backdated stock options. This Article analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of nonexecutive employees' option grants; and (3) the backdating of executives' option exercises. It shows that each type of backdating less likely reflects arm's length contracting than a desire to inflate and camouflage executive pay. Secret backdating thus provides further evidence that pay arrangements have been shaped by executives' influence over their boards. The fact that so many firms continued to secretly backdate after the Sarbanes-Oxley Act, in blatant violation …
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Washington and Lee Law Review
No abstract provided.
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Washington and Lee Law Review
No abstract provided.
The Separation Of Ownership And Control In Modem Corporations: Shareholder Democracy Or Shareholder Republic? A Commentary On Dalia Tsuk Mitchell's Shareholders As Proxies. The Contours Of Shareholder Democracy, Lucas E. Morel
Washington and Lee Law Review
No abstract provided.
Individual Rights And Investor Protections In A Trade Regime: Nafta And Cafta, Amy K. Anderson
Individual Rights And Investor Protections In A Trade Regime: Nafta And Cafta, Amy K. Anderson
Washington and Lee Law Review
No abstract provided.