Securities Law Commons^™

Investment Daos And Crowdfunding: A Solution To Securities Law Challenges, Katherine Stromin

University of San Francisco Law Review

No abstract provided.

We Shall Overcome: The Evolution Of Quotas In The Land Of The Free And The Home Of Samba, Stella Emery Santana

Seattle University Law Review

When were voices given to the voiceless? When will education be permitted to all? When will we need to protest no more? It’s the twenty-first century, and the fight for equity in higher education remains a challenge to peoples all over the world. While students in the United States must deal with the increase in loans, in Brazil, only around 20% of youth between the ages of twenty-five and thirty-four have a higher education degree.

The primary objective of this Article is to conduct an in-depth comparative analysis of the development, implementation, and legal adjudication of educational quota systems within …

Pacific Islands And The U.S. Military: The Legal Borderlands Of The Environmental Movement, Sonia Lei

Seattle University Law Review

Climate change remains an urgent, ongoing global issue that requires critical examination of institutional polluters. This includes the world’s largest institutional consumer of petroleum: the United States military. The Department of Defense (DoD) is a massive institution with little oversight, a carbon footprint spanning the globe, a budget greater than the next ten largest nations combined, and overly generous exemptions to environmental regulations and carbon reduction targets. This Comment examines how this lack of accountability and oversight plays out in the context of three Pacific islands that have hosted U.S. military bases for decades. By considering the environmental impact of …

Of Chameleons And Esg, Ann Lipton

Publications

Ever since the rise of the great corporations in the late nineteenth and early twentieth centuries, commenters have debated whether firms should be run solely to benefit investors, or whether instead they should be run to benefit society as a whole. Both sides have claimed their preferred policies are necessary to maintain a capitalist system of private enterprise distinct from state institutions. What we can learn from the current iteration of the debate— now rebranded as "environmental, social, governance" or "ESG" investing— is that efforts to disentangle corporate governance from the regulatory state are futile; governmental regulation has an inevitable …

Do The Securities Laws Actually Protect Investors (And How)? Lessons From Spacs, Patrick M. Corrigan

Journal Articles

From the Article

This Article identifies transactional innovation in public offering markets as a case study of how going-public transactions would work if issuers could choose to relax some of the investor protections provided under the securities laws. In recent years, private companies that wanted to go public had a meaningful choice between a traditional initial public offering and a merger with a special purpose acquisition corporation (SPAC). Most of the direct and indirect investor protections that ordinarily apply in the initial public offering context are relaxed in the SPAC context.

The Article argues that outcomes in SPAC markets, where …

The Consumer’S Choice To Boycott, Agnes Bresee

Seattle University Law Review

In the wake of employees losing their jobs upon voicing their political opinions concerning Israel, Harvard and Columbia law students’ job offers being rescinded upon expressing support for Palestine, and the names and social media profiles of individuals who support Palestine being collected and listed on Canary Mission, such backlash may leave many Americans wondering what form of resistance to settler-colonialist apartheid is acceptable in the twenty-first century. Recently, the movement to collectively boycott brands like Starbucks, which sued its Worker’s Union for a tweet expressing support for Palestine; Disney, which donated money to Israel; and McDonald’s, where a location …

Unblocking The Chain: Leveraging Mediation And Negotiation In Crypto Exchange User Disputes, Jane Perov

Cardozo Journal of Conflict Resolution

No abstract provided.

A Different Approach To Agency Theory And Implications For Esg, Jonathan Bonham, Amoray Riggs-Cragun

Seattle University Law Review

In conventional agency theory, the agent is modeled as exerting unobservable “effort” that influences the distribution over outcomes the principal cares about. Recent papers instead allow the agent to choose the entire distribution, an assumption that better describes the extensive and flexible control that CEOs have over firm outcomes. Under this assumption, the optimal contract rewards the agent directly for outcomes the principal cares about, rather than for what those outcomes reveal about the agent’s effort. This article briefly summarizes this new agency model and discusses its implications for contracting on ESG activities.

Overseeing The Administrative State, Jill E. Fisch

Seattle University Law Review

In a series of recent cases, the Supreme Court has reduced the regulatory power of the Administrative State. Pending cases offer vehicles for the Court to go still further. Although the Court’s skepticism of administrative agencies may be rooted in Constitutional principles or political expediency, this Article explores another possible explanation—a shift in the nature of agencies and their regulatory role. As Pritchard and Thompson detail in their important book, A History of Securities Law in the Supreme Court, the Supreme Court was initially skeptical of agency power, jeopardizing Franklin Delano Roosevelt (FDR)’s ambitious New Deal plan. The Court’s acceptance …

The Sec, The Supreme Court, And The Administrative State, Paul G. Mahoney

Seattle University Law Review

Pritchard and Thompson have given those of us who study the SEC and the securities laws much food for thought. Their methodological focus is on the internal dynamics of the Court’s deliberations, on which they have done detailed and valuable work. The Court did not, however, operate in a vacuum. Intellectual trends in economics and law over the past century can also help us understand the SEC’s fortunes in the federal courts and make predictions about its future.

A Hard Pill To Swallow: The Abysmal Mental Health Standards Of Detained Immigrant Children In The United States, Rama Bankesly

Seattle University Law Review

After setting foot into the U.S., unaccompanied children must learn to navigate academic and legal systems while receiving little support and carrying the heavy burden of effects of trauma on their mental health. They need access to mental health care from qualified professionals, but as this Comment will explain, they systematically fail to receive care, as can be seen in cases like Doe v. Shenandoah Valley Juv. Ctr. Comm’n. In Shenandoah, an unaccompanied child arrived in the U.S. and was placed in a facility that failed to provide remotely adequate mental health care and in fact was subjected …

Climate, Clarity, Controversy: A Constitutional, Statutory, And Policy Analysis Of The Sec’S Proposed Climate Disclosure Rules, Astoneia O. Moss

Emory Business Law Review

The burgeoning ESG movement has heightened investors’ interest in how companies steward the environment in which they operate; manage their human capital; and implement strategies to effectively manage and fulfill the desires of stakeholders. As a result, the SEC has sought to implement a mandatory climate-related disclosure regime to provide investors with public companies’ climate-related data to assist in the investment decision-making process. The proposed climate-related disclosure rule has faced criticism from businesses, politicians, and legal scholars on constitutional, statutory, and policy grounds. This Comment concludes that based on the statutory language of the Securities Act of 1933 and Securities …

The Rise Of Labor Issues As An Antitrust Priority, Richard Dagen, Maryanne Magnier

Emory Business Law Review

No abstract provided.

For The Birds: Trademark And Brand Management Considerations For The Rebranded Digital Town Square, Arielle Levin

Emory Business Law Review

No abstract provided.

Service Of Process Via Nft Airdrops: The Pathway To Private Litigation For Injured Web3 Plaintiffs, Sophia Dudgeon

Cardozo Arts & Entertainment Law Journal

The note explores the evolving landscape of legal process in the digital age, focusing on the use of blockchain technology and NFTs for serving legal notices. It argues that courts are increasingly adapting traditional due process principles, such as those established in Mullane v. Alabama, to accommodate emerging technologies. The analysis highlights the landmark case LCX AG v. 1.274M U.S. Dollar Coin, where a court approved serving process via NFT airdrop, demonstrating how technological innovations can enhance access to justice in digital asset disputes. The author advocates for courts to embrace expansive interpretations of alternative service methods to …

Students For Fair Admissions: Affirming Affirmative Action And Shapeshifting Towards Cognitive Diversity?, Steven A. Ramirez

Seattle University Law Review

The Roberts Court holds a well-earned reputation for overturning Supreme Court precedent regardless of the long-standing nature of the case. The Roberts Court knows how to overrule precedent. In Students for Fair Admissions v. Harvard (SFFA), the Court’s majority opinion never intimates that it overrules Grutter v. Bollinger, the Court’s leading opinion permitting race-based affirmative action in college admissions. Instead, the Roberts Court applied Grutter as authoritative to hold certain affirmative action programs entailing racial preferences violative of the Constitution. These programs did not provide an end point, nor did they require assessment, review, periodic expiration, or revision for greater …

Venture Capital And Financial Stability, Ann Lipton

Publications

No abstract provided.

Every Billionaire Is A Policy Failure, Ann Lipton

Publications

No abstract provided.

Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes

Faculty Journal Articles and Book Chapters

In 2022, Elon Musk publicly announced that he would purchase Twitter after acquiring a five percent stake in the company. His failure to report this acquisition—and the company’s failure to notice—allowed Musk to continue purchasing stock at a deflated price, costing the company more than $156 million. After the signing of a merger agreement, the details of the transaction caused wild fluctuations in Tesla’s stock price. Musk’s complaints about the management of Twitter and the existence of bots on the platform led Twitter’s stock to also drop in value, as did Musk’s attempts to withdraw from the transaction. Even after …

Socially Acceptable Securities Fraud, Christine Hurt

Faculty Journal Articles and Book Chapters

What is a lie? Moreover, where is it a lie? Lies are bad. Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 create liability for issuer firms and individuals who make “an untrue statement of a material fact” or omit “a material fact required to be stated therein or necessary to make the statements therein not misleading.” In the ninety years since the passage of the Securities Exchange Act, however, the number of ways in which market participants may publicly disseminate statements that will be consumed by investors has exploded; does 10b-5 really apply to all these …

Taming The Digital Wild West: The Need To Fully Regulate The Crypto Market, Shawn Stevenson

Lewis & Clark Law Review

Despite past doubts from sophisticated investors, cryptocurrencies have fully emerged from the underground and become a hot topic in mainstream financial discussions. At its peak, the global crypto market possessed a market cap of nearly $3 trillion, with the vast amount of that value created in less than two years. But this rapid growth has also come with extreme volatility; now more than a year out from that peak, the global crypto market has shrunk to under $1 trillion and has been riddled by high-profile bankruptcies. On top of this extreme volatility, the largely unregulated crypto market has become an …

The New Frontier For Bankruptcy: Crypto, Lindy Lofton

Cardozo Arts & Entertainment Law Journal

The note examines the regulatory challenges posed by the rise of cryptocurrency platforms like Celsius and FTX, which have faced significant financial difficulties and bankruptcy. These platforms operate similarly to traditional banks and brokerages but lack the same regulatory oversight, leaving customers vulnerable without protections like FDIC insurance. The note argues that adopting legislation akin to the Banking Act of 1933 or the Securities Investor Protection Act (SIPA) could provide necessary safeguards, such as insurance mechanisms similar to FDIC or SIPC. However, the decentralized nature of cryptocurrency and opposition from the crypto community pose challenges to implementing such regulations. The …

Inequity In Equities: Spacs And The Expansion Of The Retail Market, Usha R. Rodrigues, Michael Stegemoller

Scholarly Works

Federal securities law creates a divide between the haves and the have-nots: On one side are the wealthy, who can invest in private companies; on the other side stand the rest of us, noses pressed up against the glass. Ordinary (or retail) investors are on the outside looking in because generally they can only invest in companies after they have gone public. Even the traditional process of going public typically keeps coveted initial public offering (IPO) shares in the hands of the rich. Put differently, even as a private firm debuts on the public markets, the wealthy take their cut …

High-Frequency Traders: How The Sec Can Tighten Regulation While Maintaining The Benefits Of A Competitive Market, John I. Sanders

American University Business Law Review

In 2010, the so-called “Flash Crash” of the U.S. stock market brought the overlooked practice of high-frequency trading into the spotlight for the first time. Initial efforts to study and curtail the practice, including a transaction fee pilot attempted by the Securities and Exchange Commission in 2018, have been unsuccessful. After outlining the substantial benefits market participants gain from the activities of high-frequency traders, this article argues that there are three potent and readily available tools for limiting the harmful excesses of those traders: (i) aggressively bring market manipulation charges under § 9(a)(2) of the Exchange Act against those who …

From The Great Recession To The Covid-19 Pandemic: A Financial History Of The United States 2010–2020: Introduction, Jerry W. Markham

FIU Law Review

This article is an Introduction to a symposium on the Author's latest volume in his seven volume series on the Financial History of the United States. The Introduction summarizes the articles published in the symposium and reviews how each contributes to the ongoing analysis and debate over the causes of financial panics and government policies to deal with such events.

Rational Investing Or Speculative Fever?: Spacs, Robinhood, And Digital Assets—Securities Markets Or Casinos?, Thomas Lee Hazen

FIU Law Review

This article focuses a recurring theme – speculation in the financial markets. The 2010-2020 decade set the stage for a new round of speculative activity starting in 2021. In the article that follows I reflect on a new wave of speculation and three current examples of speculative activity. The article concludes that regulators should be cautious about over-regulation of SPACs and gamified trading. The article also supports the regulation of digital assets (crypto currencies and NFTs) as securities.

Ask The Professor: Will The Recent Second Circuit Decision In Sec V. Govil Adversely Impact Future Sec Disgorgement Cases—Or Not?, Ronald Filler

Articles & Chapters

No abstract provided.

The Sec And "Major Questions Doctrine" Questions, Donna M. Nagy

Articles by Maurer Faculty

Nearly two years ago, in the wake of the Supreme Court’s formal adoption of what it termed the “major questions doctrine,” the Wall Street Journal reported a prediction that “‘every corporate securities lawyer in America is going to now fashion their arguments against SEC rulemaking to force-fit it into [that doctrine].’” As articulated by the sharply divided 6- 3 majority in West Virginia v. EPA, major questions doctrine (MQD) analysis is warranted in certain “extraordinary cases” involving a “transformative expansion” in a federal agency’s regulatory authority that is premised on “a merely plausible textual basis for the agency action.” Extraordinariness, …

Franchising Law In The United States Between Theory And Practice: Heads Up For Foreign Investors, Radwa Elsaman

Touro Law Review

As a dynamic vehicle for fostering investment opportunities, both domestically and internationally, franchising spans a diverse array of industrial sectors, encompassing both goods and services. The United States plays a highly influential role in global franchise industry promotion, with a vast majority of International Franchise Association members representing American companies. Present data underscores that franchising has extended its reach to virtually every sector of the American economy. Notably, the United States stands among just four common law nations that have established dedicated franchise legislation, operating at both state and federal levels. This framework includes provisions for pre-sale disclosure, registration of …

Undue Limitations In The Section 10(B) Purchaser-Seller Requirement, Marc I. Steinberg, Antonio R. Partida

Faculty Journal Articles and Book Chapters

This article considers different applications of the Purchaser-Seller Rule that a plaintiff must satisfy to bring a Section 10(b) and Rule 10b-5 private action. The history and development of the Purchaser-Seller Rule under Supreme Court and lower federal court jurisprudence is considered, with emphasis on recent case law unduly constricting this Rule. In particular, the Second Circuit’s restrictions on Section 10(b) standing are addressed, focusing on that appellate court’s decision in Frutarom which adhered to an overly formulaic approach to Section 10(b) standing that is out of line with prior Second Circuit and Supreme Court precedent. The article then considers …