Securities Law Commons^™

Securities Litigation As A Window Into Supreme Court Litigation, Thomas Goldstein

Loyola University Chicago Law Journal

No abstract provided.

Random Thoughts Of A Federal District Judge, Shira A. Scheindlin Judge

Loyola University Chicago Law Journal

No abstract provided.

Navigating Alternatives To Securities Fraud Class Actions: State Law And Opt-Out Litigation, Jeffrey Paul Mahoney

Loyola University Chicago Law Journal

No abstract provided.

Implications For Market Efficiency And Damages Analysis Of Plaintiff Interpretations Of Halliburton Ii's Statement That "Market Efficiency Is A Matter Of Degree", David Tabak

Loyola University Chicago Law Journal

On June 23, 2014, the Supreme Court issued its ruling in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”) that prior case law “affords defendants an opportunity to rebut the presumption by showing, among other things, that the particular misrepresentation at issue did not affect the stock’s market price.”1 While this has generally been considered the key holding, it has not gone unnoticed that the Court affirmed its prior ruling in Basic, Inc. v. Levinson,2 mentioning that the “presumption of reliance thus does not rest on a ‘binary’ view of market efficiency”3 and, referring to the Brief for …

Greed, Envy, And The Criminalization Of Insider Trading, John P. Anderson

Journal Articles

In October 2011, a U.S. district court sentenced Raj Rajaratnam to eleven years in federal prison for insider trading. This is the longest sentence for insider trading in U.S. history, but it is significantly less than the nineteen to twenty-four-year term requested by the government. Such harsh prison terms (equal in some cases to those meted out for murder or rape) require sound justification in a liberal society. Yet jurists, politicians, and scholars have failed to offer a clear articulation of either the economic harm or the moral wrong committed by the insider trader. This Article looks to fill this …

Global Regulatory And Ethical Framework, Henry Ordower

All Faculty Scholarship

This chapter reviews statutory and court sanctioned private regulatory frameworks affecting the creation of private equity (PE) funds and their primary activity of acquiring corporate enterprises. The chapter reviews U.S. legislation regulating securities, investment companies, and tender offers, state antitakeover legislation, state court decisions on hostile corporate takeovers and “poison pill” defenses, as well as European Union directives on takeovers and alternative investment fund managers. It concludes that regulation in the United States has shifted the balance of power in corporate acquisitions to incumbent management. The chapter also examines the diametrically opposed ethical views of PE funds as investment entities …

Global Expansion Of National Securities Laws: Extraterritoriality And Jurisdictional Conflicts, Junsun Park

The University of New Hampshire Law Review

[Excerpt] “As securities fraud has grown increasingly transnational, it has become necessary to expand the reach of anti-fraud provisions to persons and entities participating in global securities markets. So far, however, no single antifraud provision exists to govern the entire global marketplace. Although each country strives to combat international securities fraud by using its own regulatory regime, problems can develop when extraterritorial application of national securities laws leads to regulatory overlapping or conflicts. In light of these problems, it is necessary to set forth clear guidelines for determining whether national securities laws can apply extraterritorially and, if so, how far …

A New Crime For Corporate Misconduct?, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

Trading Away Human Rights, Kaitlin Y. Cordes, Olivier De Schutter

Columbia Center on Sustainable Investment Staff Publications

Trade negotiators in Singapore recently failed to finalize a deal on the long-awaited Trans-Pacific Partnership; they will soon have another chance to complete what would be the world’s largest regional free-trade agreement. But, given serious concerns that the TPP will fail to consider important human-rights implications, that is no cause for celebration.

Managing The Public Trust: How To Make Natural Resource Funds Work For Citizens, Andrew Bauer, Perrine Toledano, Malan Rietveld

Columbia Center on Sustainable Investment Staff Publications

Given their collective size – approximately $3.5 trillion in assets as of end-2013 and growing – and concerns about the motivations of their government owners, much has been written on natural resource funds (NRFs), their investments and global influence. However their impacts on governance and public financial accountability at home have received far less attention.

On the one hand, these funds can be used to serve the public interest, for example by covering budget deficits when resource revenues decline, saving for future generations, or helping to mitigate Dutch Disease through fiscal sterilization. On the other hand, they can undermine public …

The Private Securities Litigation Reform Act And Particularity: Why Are Some Courts In An Alternate Universe?, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.

The Virtues Of Private Securities Litigation: An Historic And Macroeconomic Perspective, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.

Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Evolution From Liberal To Reactionary In Rule 10b-5 Actions, Charles W. Murdock

Faculty Publications & Other Works

"Political" decisions such as Citizens United and National Federation of Independent Business (Obamacare) reflect the reactionary bent of several Supreme Court Justices. But this reactionary trend is discernible in other areas as well. With regard to Rule lOb-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The Article examines the trend over the past forty years which has become increasingly conservative and, finally, reactionary.

The first trilogy was a liberal one, arguably overextending the scope of Rule lOb-5. This was followed by a conservative trilogy that put a brake on such extension, …

Leave Time For Trouble: The Limitations Periods Under The Federal Securities Laws, Michael J. Kaufman, John M. Wunderlich

Faculty Publications & Other Works

No abstract provided.

A Discipline In Search Of Itself: Contemporary Challenges For Securities Law In Canada - 2013 Ivan C. Rand Memorial Lecture, Mary Condon

Articles & Book Chapters

Thank you very much to the University of New Brunswick's Faculty of Law for the invitation to deliver this lecture, and for the warm hospitality I received. I am honoured to deliver this lecture named in memory of Ivan C Rand. I know Justice Rand had a varied and brilliant legal career, having been an Attorney General, a Supreme Court judge, and dean of law. For these reasons I hope he would have sympathized with the enterprise I embark on this evening. That enterprise is to reflect on the disconnect between the way securities law is taught in Canadian law …

Developments In Financial Services Regulation: A Comparative Perspective, Poonam Puri, Andrew Nichol

Articles & Book Chapters

No abstract provided.

Pleading Securities Fraud Claims - Only Part Of The Story, Marc I. Steinberg

Faculty Journal Articles and Book Chapters

The failure to survive a motion to dismiss based on deficient pleading of claims alleged in a federal securities class action results in the end of the litigation (when such motion is granted with prejudice). This obstacle, however, presents only part of the story. Today, due to developments that are addressed in this Article, plaintiffs institute federal securities class actions against fewer types of defendants as contrasted with the situation two decades ago.

A People’S History Of Collective Action Clauses, Mark C. Weidemaier, Mitu Gulati

Faculty Scholarship

For two decades, collective action clauses (CACs) have been part of the official-sector response to sovereign debt crisis, justified by claims that these clauses can help prevent bailouts and shift the burden of restructuring onto the private sector. Reform efforts in the 1990s and 2000s focused on CACs. So do efforts in the Eurozone today. CACs have even been suggested as the cure for the US municipal bond market. But bonds without CACs are still issued in major markets, so reformers feel obliged to explain why they know better. Over time, a narrative has emerged to justify pro-CAC reforms. It …

Predatory Lending: What's Race Got To Do With It, Zainab A. Mehkeri

Public Interest Law Reporter

No abstract provided.

Teenage Crowdfunding, Andrew A. Schwartz

Publications

Teenage startups are in the public interest and should be encouraged, yet the federal CARD Act of 2009 eliminated credit card financing for many such companies, cutting off an important source of early-stage business capital for teenage entrepreneurs. Since then, however, Congress passed the CROWDFUND Act of 2012 which will allow teenagers to raise early-stage financing through Internet crowdfunding. Teens, being masters of the Internet, are well positioned to exploit this new opportunity, with the upshot being that securities crowdfunding may become an important way for youthful entrepreneurs to fund their business dreams.

'Quack Corporate Governance' As Traditional Chinese Medicine – The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas C. Howson

Articles

From the start of the People’s Republic of China’s (PRC) “corporatization ” project in the late 1980s, a Chinese corporate governance regime subject to increasingly enabling legal norms has been determined by mandatory regulations imposed by the PRC securities regulator, the China Securities Regulatory Commission (CSRC). Indeed, the Chinese corporate law system has been cannibalized by all - encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This Article traces the path of that sustained intervention and makes a case — wholly contrary to the “quack corporate governance” critique much aired in the United States …

Lawyers And Fools: Lawyer-Directors In Public Corporations, Lubomir P. Litov, Simone M. Sepe, Charles K. Whitehead

Cornell Law Faculty Publications

The accepted wisdom—that a lawyer who becomes a corporate director has a fool for a client—is outdated. The benefits of lawyer-directors in today’s world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to align CEO and shareholder interests. The results have been an average 9.5% increase in firm value and an almost doubling in the percentage of public companies with lawyer-directors.

This Article is the first to analyze the rise of lawyer-directors. It makes a variety of other empirical contributions, each of which is statistically significant and large in magnitude. First, …

Rolling Back The Repo Safe Harbors, Edward R. Morrison, Mark J. Roe, Christopher S. Sontchi

Faculty Scholarship

Recent decades have seen substantial expansion in exemptions from the Bankruptcy Code's normal operation for repurchase agreements. These repos, which are equivalent to very short-term (often one-day) secured loans, are exempt from core bankruptcy rules such as the automatic stay that enjoins debt collection, rules against prebankruptcy fraudulent transfers, and rules against eve-of-bankruptcy preferential payment to favored creditors over other creditors. While these exemptions can be justified for United States Treasury securities and similarly liquid obligations backed by the full faith and credit of the United States government, they are not justified for mortgage-backed securities and other securities that could …

Crowdfunding's Impact On Start-Up Ip Strategy, Sean M. O'Connor

Articles

This Paper proceeds in Part I by reviewing the crowdfunding landscape and its potential benefits for start-ups, especially with regard to IP strategies. Part II examines the provisions of the JOBS Act and argues that the disclosure requirements of the CROWDFUND Act title will make the latter less attractive than other start-up financing options and may negatively affect start-ups’ IP strategies, in part by risking the disclosure of enabling aspects of patentable inventions.

Part III explores issues arising from the widespread involvement of many potentially unsophisticated investors who have no connection to the start-up. This contrasts with current unsophisticated investors …

Have Institutional Fiduciaries Improved Securities Class Actions? A Review Of The Empirical Literature On The Pslra's Lead Plaintiff Provision, Michael A. Perino

Faculty Publications

In 1995, Congress substantially revamped the governance of securities class actions when it created the lead plaintiff provision as part of the Private Securities Litigation Reform Act. This paper reviews the empirical literature evaluating that provision. The story that emerges from these studies is of a largely successful statutory innovation that has markedly improved the conduct of these cases. There is little doubt that passage of the PSLRA spurred institutions to become more active in securities class actions. Overall, the results of that participation are positive. Existing studies demonstrate that cases with institutional lead plaintiffs settle for more and are …

Has Expungement Broken Brokercheck?, Christine Lazaro

Faculty Publications

Stockbrokers are subject to one of the most comprehensive public disclosure regimes. They must disclose substantial information about their backgrounds, their employment history, and their disciplinary history. FINRA, the self-regulatory organization that regulates the brokerage industry, also requires that brokers disclose customer complaints and makes much of this information available to the public through an online database called BrokerCheck. The allegations of wrongdoing remain on the broker’s record permanently, unless the broker succeeds at having customer dispute information expunged. The broker is able to accomplish this by requesting that the arbitration panel that hears the customer dispute grant expungement, and …

The Fragmented Regulation Of Investment Advice: A Call For Harmonization, Christine Lazaro, Benjamin P. Edwards

Faculty Publications

(Excerpt)

Decades of short-term thinking and regulatory fixes created the bewilderingly complex statutory and regulatory structures governing the giving of personalized investment advice to retail customers. Although deeply flawed, the current systems remain entrenched because of the difficulties inherent in making radical alterations. Importantly, the current patchwork systems do not seem to serve retail customers particularly well. Retail customers tend to make predictable and costly mistakes in allocating their assets. Some of this occurs because many investors lack basic financial literacy. A recent study released by the staff of the Securities and Exchange Commission (the “Commission”) on financial literacy among …

High-Frequency Trading: A Regulatory Strategy, Charles R. Korsmo

University of Richmond Law Review

No abstract provided.

Synthetic Cdos, Conflicts Of Interest, And Securities Fraud, Jennifer O'Hare

University of Richmond Law Review

No abstract provided.

Whose Trojan Horse? The Dynamics Of Resistance Against Ifrs, Martin Gelter, Zehra Kavame Eroglu

Faculty Scholarship

The introduction of International Financial Reporting Standards (“IFRS”) has been debated in the United States since at least the accounting scandals of the early 2000s. While publicly traded firms around the world are increasingly switching to IFRS, often because they are required to do so by law or by their stock exchange, the Securities Exchange Com-mission (“SEC”) seems to have become more reticent in recent years. Only foreign issuers have been permitted to use IFRS in the United States since 2007. By contrast, the EU has mandated the use of IFRS in the consolidated financial statements of publicly traded firms …