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Articles 61 - 80 of 80
Full-Text Articles in Securities Law
Why Not Tell The Truth?, Charles W. Murdock
Why Not Tell The Truth?, Charles W. Murdock
Public Interest Law Reporter
No abstract provided.
The Proportionate Trading Model: Real Science Or Junk Science, Brian P. Murray
The Proportionate Trading Model: Real Science Or Junk Science, Brian P. Murray
Cleveland State Law Review
The PTM has all the hallmarks of "real" science, using either a scientists' definition or that of the Daubert Court. From a scientist's perspective, it is a functional paradigm, serving as a working model. The practitioners in the field are engaged in "clean-up," for example, deciding which acceleration factor best fits observed data. Under the Daubert test, the PTM will assist the trier of fact, has been subjected to peer review (unlike the major critique), and has acceptable rates of error and general acceptance. Testifying experts may disagree as to which acceleration factor to use, but that is merely fair …
Missing The Mark: Nasd Rule 2711 And Nyse Rule 472 Mistakenly Emphasize Disclosure Rather Than Amending The Pleading Requirements Of Pslra, James J. Barney
Missing The Mark: Nasd Rule 2711 And Nyse Rule 472 Mistakenly Emphasize Disclosure Rather Than Amending The Pleading Requirements Of Pslra, James J. Barney
NYLS Law Review
No abstract provided.
In Re Merrill Lynch & Co., Inc. Research Reports Securities Litigation, Patrick G. Diamond
In Re Merrill Lynch & Co., Inc. Research Reports Securities Litigation, Patrick G. Diamond
NYLS Law Review
No abstract provided.
In Re Nortel Networks Corp. Securities Litigation, Janis Golubock
In Re Nortel Networks Corp. Securities Litigation, Janis Golubock
NYLS Law Review
No abstract provided.
The Irrelevance Of State Corporate Law In Governance Of Public Companies, J. Robert Brown Jr.
The Irrelevance Of State Corporate Law In Governance Of Public Companies, J. Robert Brown Jr.
University of Richmond Law Review
No abstract provided.
Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry
Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry
Faculty Publications
Passed in 2002 in the wake of the accounting scandals that resulted in billions of dollars of lost value to shareholders, the Sarbanes-Oxley Act has as its major goal the prevention of corporate corruption. This Article analyzes the impact of section 806, the portion of the Sarbanes-Oxlcy Act that provides protections for employees who report securities fraud, and describes the effect that Sarbanes-Oxley has on existing employment law. In addition, this Article contributes to the debate over the general effectiveness of the .Sarbanes-Oxley Act, a topic of contention among both academics and press commentators. This Article argues that the Act …
Sec Enforcement Of Attorney Up-The-Ladder Reporting Rules: An Analysis Of Institutional Contraints, Norms, And Biases, Michael A. Perino
Sec Enforcement Of Attorney Up-The-Ladder Reporting Rules: An Analysis Of Institutional Contraints, Norms, And Biases, Michael A. Perino
Faculty Publications
In their paper and in their earlier comments to the SEC on the proposed attorney reporting rules, Professors Cramton, Cohen and Koniak do an excellent job recounting the genesis of the attorney reporting requirements in the Sarbanes-Oxley Act, describing the SEC's proposed and final rules and critiquing the rule's triggering mechanism and now apparently shelved noisy withdrawal requirement. Their case study of the recent Spiegel, Inc. independent examiner's report is a particularly useful vehicle for examining the practical implications of the SEC's policy and drafting choices. Although I was a member of a committee that submitted comments opposed to noisy …
The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Randall Thomas, Robert B. Thompson
The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Randall Thomas, Robert B. Thompson
Vanderbilt Law School Faculty Publications
Shareholder litigation is the most frequently maligned legal check on managerial misconduct within corporations. Derivative lawsuits and federal securities class actions are portrayed as slackers in debates over how best to control the managerial agency costs created by the separation of ownership and control in the modern corporation. In each instance, early hopes these suits would effectively monitor managerial misconduct have been replaced with concerns about the size of the litigation agency costs of such representative litigation, which can arise when a self-selected plaintiff's attorney and her client that are appointed to pursue the claims of an entire class of …
Was Arthur Andersen Different? An Empirical Examination Of Major Accounting Firm Audits Of Large Clients, Theodore Eisenberg, Jonathan R. Macey
Was Arthur Andersen Different? An Empirical Examination Of Major Accounting Firm Audits Of Large Clients, Theodore Eisenberg, Jonathan R. Macey
Cornell Law Faculty Publications
Enron and other corporate financial scandals focused attention on the accounting industry in general and on Arthur Andersen in particular. Part of the policy response to Enron, the criminal prosecution of Andersen eliminated one of the few major audit firms capable of auditing many large public corporations. This article explores whether Andersen's performance, as measured by frequency of financial restatements, measurably differed from that of other large auditors. Financial restatements trigger significant negative market reactions and their frequency can be viewed as a measure of accounting performance. We analyze the financial restatement activity of approximately 1,000 large public firms from …
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Faculty Publications
No abstract provided.
Re-Examining Venture Capitalist Certification And Insider Selling Decisions During The 1990s., Nicholas S. Koshiw
Re-Examining Venture Capitalist Certification And Insider Selling Decisions During The 1990s., Nicholas S. Koshiw
University Avenue Undergraduate Journal of Economics
This paper addresses the validity of certification and insider selling hypotheses within the context of new issues. Comparisons of venture capital backed and non venture-backed issues with similar offering characteristics show that issuers with venture capital affiliation are more underpriced than non venture-backed IPOs and insider selling results in decreased underpricing. These results contradict the findings of previous venture capital certification studies {Barry (1990), Megginson and Weiss (1991), and Lin and Smith (1997)}, but are consistent with recent work that examines grandstanding {Lee and Wahal (2002)} and insider selling decisions during hot market periods {Ljungqvist and Wilhelm (2003)}.
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Faculty Scholarship
Securities markets have long employed "gatekeepers" – independent professionals who pledge their reputational capital – to protect the interests of dispersed investors who cannot easily take collective action. The clearest examples of such reputational intermediaries are auditors and securities analysts, who verify or assess corporate disclosures in order to advise investors in different ways. But during the late 1990s, these protections seemingly failed, and a unique concentration of financial scandals followed, all involving the common denominator .of accounting irregularities. What caused this sudden outburst of scandals, involving an apparent epidemic of accounting and related financial irregularities, that broke over the …
The Selection Of An Arbitrator: A Human Resource Management Perspective, Kenneth Anderson
The Selection Of An Arbitrator: A Human Resource Management Perspective, Kenneth Anderson
Scholarly Articles in Law Reviews & Journals
No abstract provided.
Corporate Governance, Executive Compensation And Securities Litigation, Eric L. Talley, Gudrun Johnsen
Corporate Governance, Executive Compensation And Securities Litigation, Eric L. Talley, Gudrun Johnsen
Faculty Scholarship
It is generally accepted that good corporate governance, executive compensation and the threat of litigation are all important mechanisms for incentivizing managers of public corporations. While there are significant and robust literatures analyzing each of these policy instruments in isolation, their mutual relationship and interaction has received somewhat less attention. Such neglect is mildly surprising in light of a strong intuition that the three devices are structurally related to one another (either as complements or substitutes). In this paper, we construct an agency cost model of the firm in which corporate governance protections, executive compensation levels, and litigation incentives are …
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
Georgetown Law Faculty Publications and Other Works
The Sarbanes-Oxley Act and the Securities Exchange Commission move too quickly when they prod the Financial Accounting Standards Board, the standard setter for US GAAP, to move immediately to a principles-based system. Priorities respecting reform of corporate reporting in the US need to be ordered more carefully. Incentive problems impairing audit performance should be solved first through institutional reform insulating the audit from the negative impact of rent-seeking and solving adverse selection problems otherwise affecting audit practice. So long as auditor independence and management incentives respecting accounting treatments remain suspect, the US reporting system holds out no actor plausibly positioned …
Extraterritorial Jurisdiction And U.S. Securities Law: Seeking Limits For Application Of The 10(B) And 10b-5 Antifraud Provisions, Brandy L. Fulkerson
Extraterritorial Jurisdiction And U.S. Securities Law: Seeking Limits For Application Of The 10(B) And 10b-5 Antifraud Provisions, Brandy L. Fulkerson
Kentucky Law Journal
No abstract provided.
Oklahoma Uniform Securities Act Of 2004, Stephanie Chapman, Stephen Hetrick
Oklahoma Uniform Securities Act Of 2004, Stephanie Chapman, Stephen Hetrick
Oklahoma Law Review
No abstract provided.
Law's Signal: A Cueing Theory Of Law In Market Transition, Robert B. Ahdieh
Law's Signal: A Cueing Theory Of Law In Market Transition, Robert B. Ahdieh
Faculty Scholarship
Securities markets are commonly assumed to spring forth at the intersection of an adequate supply of, and a healthy demand for, investment capital. In recent years, however, seemingly failed market transitions - the failure of new markets to emerge and of existing markets to evolve - have called this assumption into question. From the developed economies of Germany and Japan to the developing countries of central and eastern Europe, securities markets have exhibited some inability to take root. The failure of U.S. securities markets, and particularly the New York Stock Exchange, to make greater use of computerized trading, communications, and …
The Quiet Transformation Of Corporate Law, Mark J. Loewenstein
The Quiet Transformation Of Corporate Law, Mark J. Loewenstein
Publications
No abstract provided.