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Securities Law Commons™

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2012

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Articles 91 - 120 of 201

Full-Text Articles in Securities Law

Say On Pay And The Sec Disclosure Rules: Expressive Law And Ceo Compensation , Sandeep Gopalan Mar 2012

Say On Pay And The Sec Disclosure Rules: Expressive Law And Ceo Compensation , Sandeep Gopalan

Pepperdine Law Review

The debate over the lack of correlation between CEO compensation and performance has caused a divide amongst corporate law scholars. Proponents of intervention have predictably welcomed the legislative activity and have called for more. This article argues that the legislative and regulatory interventions by the state are in furtherance of the expressive functions of the law, and that even in the absence of sanctions such expressive laws can have an affect on behavior. It argues that while legislative and regulatory actions can express certain norms, they are ultimately unlikely to be of much help in behavior modification unless accompanied by …

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Mexico And The Settlement Of Investment Disputes: Icsid As The Recommended Option, Bernardo Sepúlveda Mar 2012

Mexico And The Settlement Of Investment Disputes: Icsid As The Recommended Option, Bernardo Sepúlveda

Pepperdine Dispute Resolution Law Journal

The changes that have taken place in arbitration conditions, the greater fairness in the arbitration process, and the increasingly stringent qualifications to be met by arbitrators, as well as contemporary economic realities, have been instrumental in causing Mexico's about-face on its approach to arbitration. Although in certain quarters doubts remain in Mexico as to the advantages of international arbitration, it would be ill advised to ignore a legal and political reality. In signing treaties that include an arbitration clause, Mexico has assumed rights and obligations. Politically speaking, a border has already been crossed. In the face of this indisputable fact, …

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Unraveling The Mystery Of Wilko V. Swan: American Arbitration Vacatur Law And The Accidental Demise Of Party Autonomy , James M. Gaitis Mar 2012

Unraveling The Mystery Of Wilko V. Swan: American Arbitration Vacatur Law And The Accidental Demise Of Party Autonomy , James M. Gaitis

Pepperdine Dispute Resolution Law Journal

This article begins with a brief description of what the Wilko Court said with respect to the vacatur of arbitral awards and how federal and state appellate courts have construed that language. Traditional American arbitration vacatur law, including but not limited to the cases relied upon by the Wilko Court, are then reviewed in depth such that the Wilko decision and the Wilko Court's choice of language may be placed in context and fully examined. The intent and proper operation of the FAA are then discussed based on both the legislative history of the FAA and other authorities that consistently …

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Insider Trading, Informed Trading, And Market Making: Liquidity Of Securities Markets In The Zero-Sum Game, Stanislav Dolgopolov Feb 2012

Insider Trading, Informed Trading, And Market Making: Liquidity Of Securities Markets In The Zero-Sum Game, Stanislav Dolgopolov

William & Mary Business Law Review

This Article reexamines the nexus of relationships among informed transactions, information asymmetry, and liquidity of securities markets in the context of public policy debates about insider trading and its regulation.The Article analyzes this nexus, with the emphasis on recent empirical studies and developments in the securities industry, from a variety of perspectives and considers the validity of the alleged link between insider trading—as opposed to other forms of informed trading—and market liquidity as a justification for the existence of regulation.

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Federal Discovery Stays, Gideon Mark Feb 2012

Federal Discovery Stays, Gideon Mark

University of Michigan Journal of Law Reform

In federal civil litigation, unless a discretionary stay is granted, discovery often proceeds while motions to dismiss are pending. Plaintiffs with non-meritorious cases can compel defendants to spend massively on electronic discovery before courts ever rule on such motions. Defendants who are unable or unwilling to incur the huge up-front expense of electronic discovery may be forced to settle non-meritorious claims. To address multiple electronic discovery issues, Congress amended the Federal Rules of Civil Procedure in 2006 and the Federal Rules of Evidence in 2008. However, the amendments failed to significantly reduce costs and failed to address the critical issue …

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Is The Third Time The Charm? Janus And The Proper Balance Between Primary And Secondary Actor Liability Under Section 10(B), Elizabeth Cosenza Feb 2012

Is The Third Time The Charm? Janus And The Proper Balance Between Primary And Secondary Actor Liability Under Section 10(B), Elizabeth Cosenza

Cardozo Law Review

On June 13, 2011, in a 5-4 ruling that has generated much criticism, the Supreme Court decided Janus Capital Group, Inc. v. First Derivative Traders, a landmark case establishing the limits of secondary actor liability under section 10(b) of the Securities Exchange Act of 1934 (Exchange Act). Following Janus, investment managers who deceive and manipulate their shareholders no longer face the prospect of liability under section 10(b) as long as those managers perpetrate their fraud through the mutual fund itself which is, in essence, a business trust. More importantly, the decision holds that liability under section 10(b) may …

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The Quest For Financial Regulatory Reform: Will A Uniform Fiduciary Standard Guide The Way?, Bonnie M. Treichel Jan 2012

The Quest For Financial Regulatory Reform: Will A Uniform Fiduciary Standard Guide The Way?, Bonnie M. Treichel

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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The Rating Agencies: Where We Have Been And Where Do We Go From Here?, Joshua D. Krebs Jan 2012

The Rating Agencies: Where We Have Been And Where Do We Go From Here?, Joshua D. Krebs

The Journal of Business, Entrepreneurship & the Law

The credit rating agencies are supposed to be gatekeepers to the public securities markets. As “gatekeepers,” they are reputational intermediaries in the investment process. Other gatekeepers include: independent auditors, credit rating agencies, securities analysts, investment bankers, and attorneys. The function of these reputational intermediaries is to act as neutral third party advisors to the investment process. While these intermediaries are paid for their opinions by one or more parties to a transaction, in theory the opinions will be neutral. This is due to the thought that any resulting reputational damage from non-neutral opinions would severely damage long-term profitability, in exchange …

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L3cs: The Next Big Wave In Socially Responsible Investing Or Just Simply Too Good To Be True?, David J. Schwister Jan 2012

L3cs: The Next Big Wave In Socially Responsible Investing Or Just Simply Too Good To Be True?, David J. Schwister

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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Unnecessary Reform: The Fallacies With And Alternatives To Sec Regulation Of Hedge Funds, Evan M. Gilbert Jan 2012

Unnecessary Reform: The Fallacies With And Alternatives To Sec Regulation Of Hedge Funds, Evan M. Gilbert

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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The Unsuitability Of The "Suitability Rule": Why Finra's Current Interpretation Of Conduct Rule 2310 Undermines Investor "Holding Claim" Entitlements In Contemporary Markets, Laurence A. Steckman, Robert E. Conner Jan 2012

The Unsuitability Of The "Suitability Rule": Why Finra's Current Interpretation Of Conduct Rule 2310 Undermines Investor "Holding Claim" Entitlements In Contemporary Markets, Laurence A. Steckman, Robert E. Conner

The Journal of Business, Entrepreneurship & the Law

This article's thesis is that FINRA Conduct Rule 2310, FINRA's “suitability rule,” should be interpreted to govern all broker-customer communications that constitute non-trivial investment advice regarding portfolio composition, not just buy, sell or exchange communications, per current interpretation (the “BSE Interpretation”). Because acting on advice to hold a security (a “Holding Claim”) can affect risk just as significantly as a recommendation to buy, sell or exchange one, the BSE Interpretation leaves a large body of investment advice affecting customer portfolio risk unregulated by suitability standards. Such interpretation not only fails to reflect Rule 2310's well recognized customer-protective purposes, but effectively …

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Too Much Of A Good Thing: How Much Should Hedge Funds Be Required To Disclose?, Daniel Etlinger Jan 2012

Too Much Of A Good Thing: How Much Should Hedge Funds Be Required To Disclose?, Daniel Etlinger

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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A Look At The Globalization Of The Exchanges And Its Effects On The United States Market Through An Analysis Of The Nyse And Euronext Merger, Christopher Osborne Jan 2012

A Look At The Globalization Of The Exchanges And Its Effects On The United States Market Through An Analysis Of The Nyse And Euronext Merger, Christopher Osborne

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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The Integrative Market Hypothesis For Stock Market Fluctuations, Janet Kerr, Alessandro Casati Jan 2012

The Integrative Market Hypothesis For Stock Market Fluctuations, Janet Kerr, Alessandro Casati

The Journal of Business, Entrepreneurship & the Law

This article provides a new understanding of stock market price fluctuations, applying the concepts of quantum physics. This new approach challenges traditional theories of stock price movement, such as Random Walk, finding them antiquated and incomplete. The paper compares the stock price fluctuations to the quantum movement of particles. Specifically, the movement of stock prices on the NASDAQ index is fitted to a curve derived from Plank's equation for black body radiation. The market is ultimately found to be not totally reactive nor random, but taking on an emergent quality. This independent movement is not expected from the interaction of …

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Codes Of Ethics And State Fiduciary Duties: Where Is The Line?, Z. Jill Barclift Jan 2012

Codes Of Ethics And State Fiduciary Duties: Where Is The Line?, Z. Jill Barclift

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

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Goldstein V. Securities And Exchange Commission, Todd Zaun Jan 2012

Goldstein V. Securities And Exchange Commission, Todd Zaun

The Journal of Business, Entrepreneurship & the Law

Hedge funds are one of the fastest growing and most controversial segments of the financial market. Most people know very little about hedge funds other than that they are the investment vehicle of choice for well-heeled investors - the place where the rich put their money in order to get even richer. In fact, hedge funds thrive on the lack of knowledge about what exactly it is that they do. Without the ability to keep their trading strategies confidential, hedge funds argue they would not be able generate the impressive returns that keep them in business. And so when the …

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Arbitration Of Investors' Claims Against Issuers: An Idea Whose Time Has Come, Barbara Black Jan 2012

Arbitration Of Investors' Claims Against Issuers: An Idea Whose Time Has Come, Barbara Black

Faculty Articles and Other Publications

Ever since the U.S. Supreme Court held that arbitration provisions contained in brokerage customers’ agreements were enforceable with respect to federal securities claims, proposals have been floated to include in an issuer’s governance documents a provision that would require arbitration of investors’ claims against the issuer. To date, however, publicly traded domestic issuers and their counsel have not seriously pursued these proposals, probably because of several legal obstacles to implementation. In addition to these legal obstacles, publicly traded issuers may not have perceived significant advantages to arbitration. Recent legal developments, however, make inclusion of an arbitration provision in a publicly …

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Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher Jan 2012

Matrixx Initiatives, Inc. V. Siracusano: Nasal Spray Decision Throws Corporations Off The Scent Of "Materiality" Definition, Marcie Brecher

Proxy

No abstract provided.

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Insider Trading In China: Compared With Cases In The United States, Greg Tzu Jan Yang Jan 2012

Insider Trading In China: Compared With Cases In The United States, Greg Tzu Jan Yang

Maryland Series in Contemporary Asian Studies

No abstract provided.

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Sec And The Foreign Corrupt Practices Act: Fighting Global Corruption Is Not Part Of The Sec's Mission, Barbara Black Jan 2012

Sec And The Foreign Corrupt Practices Act: Fighting Global Corruption Is Not Part Of The Sec's Mission, Barbara Black

Faculty Articles and Other Publications

No abstract provided.

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Investor Protection Meets The Federal Arbitration Act, Barbara Black Jan 2012

Investor Protection Meets The Federal Arbitration Act, Barbara Black

Faculty Articles and Other Publications

In the past three decades, most recently in AT&T Mobility LLC v. Concepcion, the United States Supreme Court has advanced an aggressive proarbitration campaign, transforming the Federal Arbitration Act (FAA) into a powerful source of anti-consumer substantive arbitration law. In the aftermath of AT&T Mobility, which upheld a prohibition on class actions in a consumer contract despite state law that refused to enforce such provisions on unconscionability grounds, efforts have been made to prohibit investors from bringing class actions or joining claims, including claims under the Securities Exchange Act of 1934 (the Exchange Act). In the most egregious …

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Malack V. Bdo Seidman, Llp: Gatekeepers Not So Conflicted In The Fraud-Created-The-Market Theory, Chelsea Ortega Jan 2012

Malack V. Bdo Seidman, Llp: Gatekeepers Not So Conflicted In The Fraud-Created-The-Market Theory, Chelsea Ortega

Journal of Business & Technology Law

No abstract provided.

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The Politicization Of Corporate Governance: Bureaucratic Discretion, The Sec, And Shareholder Ratification Of Auditors, J. Robert Brown Jr. Jan 2012

The Politicization Of Corporate Governance: Bureaucratic Discretion, The Sec, And Shareholder Ratification Of Auditors, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

The role of the Securities and Exchange Commission in the corporate governance process has shifted dramatically in recent years. The Commission has increasingly supplanted state law in determining substantive standards of corporate governance. The replacement of states with the Commission will have significant consequences.

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The Facebook Ipo's Face-Off With Dual Class Stock Structure, Anna S. Han Jan 2012

The Facebook Ipo's Face-Off With Dual Class Stock Structure, Anna S. Han

University of Michigan Journal of Law Reform Caveat

The Facebook initial public offering (“Facebook IPO”) is premised on a dual class stock structure, which the media criticizes as a circumvention of regulations designed to protect shareholders. I argue that Facebook’s use of dual class stock not only is likely to benefit its shareholders, but also follows in the footsteps of seasoned, influential companies like Google.

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Below Investment Grade And Above The Law: A Past, Present And Future Look At The Accountability Of Credit Rating Agencies, Marilyn Blumberg Cane, Adam Shamir, Tomas Jodar Jan 2012

Below Investment Grade And Above The Law: A Past, Present And Future Look At The Accountability Of Credit Rating Agencies, Marilyn Blumberg Cane, Adam Shamir, Tomas Jodar

Faculty Scholarship

This article covers the evolution of the credit rating industry, in particular, the noteworthy shift from purchaser-subscriber to issuer pay model. It then describes the history of SEC CRA regulatory measures, most notably the adoption of SEC Rule 436(g), adopted in 1982, which specifically eliminated liability for the big CRAs (Moody’s, Standard & Poor’s, Fitch’s and Duff and Phelps) as “experts” under Sections 7 and 11 of the Securities Act of 1933. The article then covers the Credit Rating Agency Reform Act of 2006 and the adoption of SEC Rule 17g-5 in an attempt to control conflicts of interest within …

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Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone Jan 2012

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, …

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Conflict Minerals And Sec Disclosure Regulation, Celia R. Taylor Jan 2012

Conflict Minerals And Sec Disclosure Regulation, Celia R. Taylor

Sturm College of Law: Faculty Scholarship

Mention the Dodd-Frank Wall Street Reform and Consumer Protection Act (―Dodd-Frank‖ or the ―Act‖),1 and most people think of legislation aimed at ―fundamental reform of the financial system‖2 focused on regulation of Wall Street practices and complex financial products. But tucked within the voluminous text of the Act (which consists of 2,300 pages and stipulates the passage of 387 rules by 20 different agencies3) is a provision having nothing to do with these issues or anything remotely related to them. Instead the ―conflict minerals‖ provision of the Act requires companies that are subject to the reporting requirement of the federal …

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A Brave New World: Credit Default Swaps And Voluntary Debt Exchanges, 45 J. Marshall L. Rev. 1227 (2012), Mark Swantek Jan 2012

A Brave New World: Credit Default Swaps And Voluntary Debt Exchanges, 45 J. Marshall L. Rev. 1227 (2012), Mark Swantek

UIC Law Review

No abstract provided.

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Is Canada The New Shangri-La Of Global Securities Class Actions?, Tanya J. Monestier Jan 2012

Is Canada The New Shangri-La Of Global Securities Class Actions?, Tanya J. Monestier

Northwestern Journal of International Law & Business

There has been significant academic buzz about Silver v. Imax, an Ontario case certifying a global class of shareholders alleging statutory and common law misrepresentation in connection with a secondary market distribution of shares. Although global class actions on a more limited scale have been certified in Canada prior to Imax, it can now be said that global classes have “officially” arrived in Canada. Many predict that the Imax decision means that Ontario will become the new center for the resolution of global securities disputes. This is particularly so after the United States largely relinquished this role in Morrison v. …

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A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland Jan 2012

A Bright Idea: A Bright-Line Test For Extraterritoriality In F-Cubed Securities Fraud Private Causes Of Action, Jennifer Mitchell Coupland

Northwestern Journal of International Law & Business

Whether a foreign or American claimant has a private right of action in so-called ―Foreign-Cubed‖ or ―Foreign-Squared‖ claims under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Securities and Exchange Commission (SEC) Rule 10b-5 has been the subject of much debate among U.S. courts, Congress, and the international community. Historically, these cases have been heard in the United States if the conduct had a substantial effect in the United States or on U.S. citizens (the effects test), or if the fraudulent or wrongful conduct occurred in the United States (the conduct test). However, in June 2010, …

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