Securities Law Commons^™

Ethical Considerations For Advocates And Neutrals Regarding The Use Of Al In The Finra Arbitration Forum (July 2023), Brent A. Burns, Elissa Germaine, Lisa Roth, Peter J. Tepley

Faculty Publications

(Excerpt)

News abounds about the impacts of AI on our personal lives and work-places. The legal profession and the securities industry are no exception. This article begins to explore the use of open source generative AI in legal advocacy and the securities industry, and the related ethical implications for advocates and neutrals in the FINRA Dispute Resolution Services forum.

The Failure Of Market Efficiency, William Magnuson

Faculty Scholarship

Recent years have witnessed the near total triumph of market efficiency as a regulatory goal. Policymakers regularly proclaim their devotion to ensuring efficient capital markets. Courts use market efficiency as a guiding light for crafting legal doctrine. And scholars have explored in great depth the mechanisms of market efficiency and the role of law in promoting it. There is strong evidence that, at least on some metrics, our capital markets are indeed more efficient than they have ever been. But the pursuit of efficiency has come at a cost. By focusing our attention narrowly on economic efficiency concerns—such as competition, …

Inside Out (Or, One State To Rule Them All): New Challenges To The Internal Affairs Doctrine, Ann Lipton

Publications

The internal affairs doctrine provides that the law of the organizing state will apply to matters pertaining to a business entity's internal governance, regardless of whether the entity has substantive ties to that jurisdiction. The internal affairs doctrine stands apart from other choice of law rules, which usually favor the jurisdiction with the greatest relationship to the dispute and limit parties' ability to select another jurisdiction's law. The doctrine is purportedly justified by business entities' unique need for a single set of rules to apply to governance matters, and by the efficiency gains that flow from allowing investors and managers …

Shareholder Inspection Rights: From Credible Basis To Rational Belief, Lynn Bai

Emory Business Law Review

Jurisdictions are split on the standard of proof for shareholder inspection lawsuits when inspections are for the purpose of investigating managerial misconduct. Delaware and its followers apply a credible basis standard that calls for extrinsic evidence, beyond mere suspicion, curiosity, or disagreement with management, to permit an inference of misconduct. A minority of jurisdictions require shareholders to show merely a rational belief that mismanagement likely happened. Rational belief can be satisfied by sound logic without referencing extrinsic evidence. The Delaware Supreme Court rejected rational belief for fear that a permissive standard would lead to a cascade of frivolous inspections, although …

United We Stand, Divided We Fall: A Survey Of Current Public And Private Initiatives Addressing Board Diversity & A Proposed Sec Diversity Disclosure To Help Increase Board Diversity, Gabrielle Hunter

Emory Business Law Review

No abstract provided.

From Director Liability To Officer Liability To Esg Caremark Claims: A Natural Evolution?, Gareth Mchugh

Emory Business Law Review

With the McDonald’s decision, officers and directors could face Caremark liability for the first time, and this decision could also lead to an influx of ESG-based Caremark claims in Delaware Courts. This Comment explains that, while ESG Caremark claims would force corporations to adopt ESG oversight systems to avoid liability, the very political, social, and legal environment that created a growing call for ESG Caremark claims presents a beneficial opportunity for corporations to appeal to consumers and investors by proactively adopting ESG oversight systems. Corporations are at a nexus where they can either willingly adopt ESG oversight systems and reap …

40 Acres And A Mule: Accountability For Corporations To Provide Reparations To Historically Black Colleges And Universities For Profits From Slave Labor, Meghan K. Marks

Emory Business Law Review

No abstract provided.

Inherently Incompatible: The Irreconcilable Tension Between Corporate Negligence Claims And The Federal Tort Claims Act, Veronica J. Finkelstein

Emory Business Law Review

No abstract provided.