Securities Law Commons^™

Barbarians At The Ballot Box: The Use Of Hedging To Acquire Low Cost Corporate Influence And Its Effect On Shareholder Apathy, Jonathan J. Katz

Cardozo Law Review

No abstract provided.

The Economic Value Of Securities Regulation, Frank B. Cross, Robert A. Prentice

Cardozo 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 …

Helping Those Who Are Helping Us: Sarbanes-Oxley Whistleblower Protection And Its Interplay With Arbitration, Adam Fisher

Cardozo Journal of Conflict Resolution

The accounting profession took a major blow to its credibility in 2002 when numerous scandals surfaced on the front pages of newspapers seemingly everyday. The most notable stories told of two women who, despite the enormous pressure and harassment they knew they would face, came forward to reveal the ugly truth behind the facades of America's corporate skyscrapers. Cynthia Cooper and Sherron Watkins, employees at WorldCom and Enron respectively, blew the whistle on major accounting frauds at these companies. Their employers' retaliation was harsh and swift, revealing the truth about how todays' corporate juggernauts operate.

Analyzing Post-Market Boom Jurisprudence In The Second And Ninth Circuits: Has The Pendulum Really Swung Too Far In Favor Of Plaintiffs?, Daniela Nanau

Cardozo Public Law, Policy & Ethics Journal

The note argues that the Private Securities Litigation Reform Act (PSLRA) has not overly favored plaintiffs but rather corrected the imbalance caused by its initially burdensome pleading requirements. It critiques the PSLRA for potentially discouraging meritorious claims and advocates for a more balanced approach to pleading scienter in securities fraud cases. The author suggests that Congress should adopt the Second Circuit's flexible standard for assessing scienter, as it better aligns with the need to deter fraud while avoiding excessive litigation costs.

Sec Hedge Fund Regulatory Implications On Asian Emerging Markets: Bottom Line Or Bust, Sherry M. Shore

Cardozo Journal of International and Comparative Law

The note examines the dual role of hedge funds as both contributors to financial crises and potential drivers of economic growth, emphasizing the need for balanced regulatory approaches that mitigate systemic risks while harnessing their benefits. It highlights the challenges of implementing effective regulation, particularly in emerging markets, and critiques the SEC's recent regulatory measures as potentially counterproductive. The analysis underscores the importance of understanding the structural and economic conditions that facilitate hedge fund activities to inform policy decisions.

Overenforcement, Richard A. Bierschbach, Alex Stein

Articles

Overenforcement of the law is widespread but underinvestigated. Overenforcement occurs when the total sanction, both legal and extralegal, suffered by the violator of a legal rule exceeds the amount optimal for deterrence. Overenforcement sometimes generates overdeterrence that cannot be remedied through the adjustment of substantive liability standards or penalties in light of operational and expressive constraints. When that happens, the legal system can counteract the effects of overenforcement by adjusting evidentiary or procedural rules to make liability less likely. This framework, which we call the overenforcement paradigm, illuminates previously unnoticed features of various evidentiary and procedural arrangements. It also provides …

Envy And Outsider Trading: The Case Of Martha Stewart, Jeanne L. Schroeder

Cardozo Law Review

No abstract provided.

Moral Hazard And The Initial Public Offering, Christine Hurt

Cardozo Law Review

No abstract provided.

Securitization Post-Enron, Steven L. Schwarcz

Cardozo Law Review

No abstract provided.

The Security Of Securitization And The Future Of Security, Thomas E. Plank

Cardozo Law Review

No abstract provided.

The Need For Stricter Scrutiny: Application Of The Revlon Standard To The Use Of Standstill Agreements, Brian K. Kidd

Cardozo Law Review

No abstract provided.

Can Lawyers Be Cured?: Eternal Recurrence And The Lacanian Death Drive, Jeanne L. Schroeder

Cardozo Law Review

No abstract provided.

Put-Call Parity And The Law, Michael S. Knoll

Cardozo Law Review

No abstract provided.

A Repo Opera: How Criimi Mae Got Repos Backwards, Jeanne L. Schroeder

Articles

The article argues that repurchase agreements (repos) should be treated as true sales rather than secured loans under bankruptcy law to maintain financial market stability. It critiques the *In re Criimi Mae* court for misapplying the "Debtors Equity Test," which assesses whether the seller retains meaningful property rights. The analysis emphasizes the need for clear legal standards to prevent misclassification and ensure market certainty.

Corporate Governance And Executive Remuneration: Rediscovering Managerial Positional Conflict, Jennifer Hill, Charles M. Yablon

Articles

The article critiques the assumption that performance-based executive remuneration aligns managerial and shareholder interests, arguing that executives' positional power allows them to exploit such systems, leading to excessive pay and corporate malfeasance. It highlights how this conflict of interest contributed to major corporate collapses like Enron and One.Tel, emphasizing the need for reforms beyond current governance mechanisms.

Making It Up As They Go Along: The Role Of Law In Securities Arbitration, Barbara Black, Jill I. Gross

Cardozo Law Review

No abstract provided.

Securities Regulation As Lobster Trap: A Credible Commitment Theory Of Mandatory Disclosure, Edward Rock

Cardozo Law Review

What functions does the existing mandatory disclosure system serve? In this Article, I argue that the existing SEC system can be understood as providing issuers with a mechanism for making a credible commitment to high quality, comprehensive disclosure for an indefinite period into the future. This credible commitment device is particularly useful to new domestic issuers and to foreign issuers seeking to tap the U.S. capital markets. This credible commitment justification explains the striking but little discussed practical and formal asymmetry between the ease of entry into the SEC system and the difficulty of exit from it. I then consider …

Ziggy Stardust Reborn: A Proposed Modification Of The Bowie Bond, Adam Grant

Cardozo Law Review

No abstract provided.

A Dangerous Supplement? Longshot Claims And Private Securities Litigation, Charles M. Yablon

Articles

No abstract provided.

The Heyman Center's Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan, Lawrence A. Cunningham

Cardozo Law Review

No abstract provided.

Outsider Trading On Confidential Information - A Breach In Search Of A Duty, Roberta S. Karmel

Cardozo Law Review

No abstract provided.

Transcript Of The Roundtable On Insider Trading: Law, Policy, And Theory After O'Hagan

Cardozo Law Review

No abstract provided.

A Critique Of The Misappropriation Theory Of Insider Trading, David M. Brodsky, Daniel J. Kramer

Cardozo Law Review

No abstract provided.

International Diversity In Securities Regulation: Roadblocks On The Way To Convergence, Amir N. Licht

Cardozo Law Review

No abstract provided.

The Inexorable March Toward A Continuous Disclosure Requirement For Publicly Traded Corporations: "Are We There Yet?", Dale Arthur Oesterle

Cardozo Law Review

No abstract provided.

Scholarly Restraints? Aba Accreditation And Legal Education, George B. Shepherd, William G. Shepherd

Cardozo Law Review

This Article provides an economic and legal analysis of the American Bar Association's system for accrediting law schools. For decades, the ABA has administered the system as, in economic effect, a cartel of law school faculty members. The ABA has exerted monopoly power not only over the market for legal training, but also over three related markets: the market for the hiring of law faculty, the market for legal services, and each university's internal market for funding. Despite the selfless service of many in the system, the system has created large harms, but few benefits. Existing law faculty have gained …

The Mandatory Arbitration Of A Woman's Title Vii Claim In The Securities Industry, Vincent J. Roldan

Cardozo Journal of Equal Rights & Social Justice

No abstract provided.

Voidable Preferences And Proceeds: A Reconceptualization, David G. Carlson

Articles

The article examines the complexities surrounding voidable preferences and proceeds in bankruptcy law, particularly when a secured creditor holds a floating lien on a debtor's assets. It argues that payments made by the debtor to unsecured creditors using encumbered funds can be recovered by the bankruptcy trustee as voidable preferences, provided the creditor cannot trace the funds back to their trust property. The analysis critiques existing case law and proposes that the voidable preference right is never part of the debtor's estate, instead being held by the trustee. The article also challenges the notion that good faith purchasers should retain …

The Essays Of Warren Buffett: Lessons For Corporate America, Lawrence A. Cunningham

Cardozo Law Review

No abstract provided.