Securities Law Commons^™

International Law’S Forgotten Refugees—Palestinian Refugees In Egypt

Seattle University Law Review

This Article examines the legal and humanitarian crisis facing Palestinian refugees who have fled to Egypt amidst the ongoing violence in Gaza. While escaping active conflict, these refugees face systemic barriers to employment and education, rendering their living conditions precarious and unsustainable. The unique legal status of Palestinian refugees stems from the fact that they have been excluded from the 1951 Refugee Convention and its 1967 Protocol, leaving them without any meaningful international protection. This exclusion is rooted in the political complexities of the Palestinian struggle for self-determination and reflects a fragmented legal framework that prioritizes limited humanitarian aid over …

How The Dod Discourages Military Families From Seeking Mental Health Counseling, Christina Welch

Seattle University Law Review

The Department of Defense’s (DoD) administration of the Exceptional Family Member Program (EFMP) presents significant barriers to mental health care access for military spouses and children. This paper explores how the EFMP, though designed to support military families with special needs, inadvertently creates barriers to mental health treatment. Military family members often do not seek mental health treatment to avoid the program's mandatory enrollment requirements. Military family members often view enrollment in the program undesirable because enrollment can restrict the pool of potential future duty assignment locations that are available to service members.

The lack of comprehensive data collection by …

2025, Richard Delgado

Seattle University Law Review

"In a cutting and provocative social critique in one of the more extended Rodrigo Chronicles, Richard Delgado in 2025 employs skillful narrative—one of CRT’s many contributions to legal scholarship —to tell a gripping story of just how far the nation has descended into darkness with President Trump’s re-election. In Delgado’s vision, law professors—along with other political opponents of the President: immigrants, people of color, LGBTQ+ people, women, the underserved—have targets on their backs."

-excerpt from Kevin Johnson's review of 2025

The Preventative Care Gap: Completing The Aca’S Vision For Health, Abby Nagaich

Seattle University Law Review

This Note examines the preventive care mandate under the Affordable Care Act (ACA) and the legal, political, and practical challenges that threaten its effectiveness. While the ACA significantly expanded access to no-cost preventive services, gaps remain—particularly in behavioral health, obesity management, and equitable service delivery. Ongoing litigation, potential administrative rollbacks, and shifting political leadership further destabilize this critical component of public health policy.

This Note argues that for the ACA to fulfill its original promise—and for any health framework to succeed—preventive care must be redefined as a comprehensive, early intervention approach grounded in both systemic access and patient education. It …

Veiled Justice: Secularism And The Hijab Across Democracies, Mohamed ‘Arafa

Seattle University Law Review

For much of 2022, Iran was gripped by widespread protests led by women who openly challenged the regime’s authority, particularly its compulsory veiling laws, following the death of Mahsa Amini in police custody. Women around the globe came around and showed solidarity with the women in Iran. However, in non-Islamic countries and societies, one can still make out many prejudices and stereotyping connected to the question of whether and to what extent veiling is mandatory for women according to Shārīe’ā law. Is wearing the hijab a choice, or rather, an essential religious practice that religious Muslim women need to obey? …

Rewriting The Playbook: The X’S And O’S Of The House Settlement And The Future Of Student-Athletes’ Voice In Their Compensation, Matthew K.V. Glazer

Seattle University Law Review

Since the formation of the National Collegiate Athletic Association (NCAA) in the 1900s, collegiate athletes (student-athletes) have been prohibited from using their own name, image and likeness (NIL) for profit. But on July 1, 2021, the NCAA changed course and began allowing student-athletes to profit from their own NIL. In the past few years, U.S. college athletics have undergone significant changes, most notably introducing monetary compensation for student-athletes’ NIL. While these changes were long overdue and ultimately beneficial, they have significantly disrupted the landscape of college sports, giving rise to numerous challenges that some experts have compared to the “Wild …

Mr. Trump Goes To Washington Part Ii: A Review Of Richard Delgado's 2025, Kevin Johnson

Seattle University Law Review

Richard Delgado’s The Rodrigo Chronicles have captivated a generation of law students and legal scholars.  Mapping the terrain of race, racism, and Critical Race Theory (CRT), the skillful, and long-running narrative series stands as a testament to Delgado’s dedication to justice for all.

The Rodrigo Chronicles are simply one of Delgado’s many intellectual contributions and part of an unparalleled scholarly legacy.  As one of the founders of CRT, he produced a landmark body of scholarship –authoring the field's primary text,  making the argument for the regulation of hate speech,  forcefully challenging the Black/white binary of civil rights that long dominated …

The Martha Wright-Reed Act: How The Fcc Took One Step Forward For Communication Equality For Deaf Individuals In Correctional Facilities And How It Could Be Expanded, Ashley Seebold

Seattle University Law Review

For decades, phone companies preyed on incarcerated individuals and their loved ones due to the lack of regulation of jail phone calls.2 In 2021, the average cost of a fifteen-minute jail phone call was about $3.3 In 2022, the average cost rose to $5.74, while some individuals faced an extreme charge of $24.82 for the same amount of time.4 In the early 2000s, consumer advocate and concerned grandmother Martha Wright-Reed called upon the Federal Communications Commission (FCC) to fix the imbalance so she could speak to her incarcerated grandson.5 Eventually, in 2023, the FCC answered her call to action and …

Policy Work In Securities Arbitration, Christine Lazaro

Journal of Civil Rights and Economic Development

(Excerpt)

I have been a securities lawyer my entire professional career. I began my career representing financial services firms being sued by investors and investigated by the regulators. We handled their defense in a variety of forums, including Court, the Securities and Exchange Commission (SEC), and the Financial Industry Regulatory Authority (FINRA). FINRA is the primary self-regulatory organization tasked with regulating brokerage firms under the Securities Exchange Act of 1934.

From private practice, I joined St. John’s Law School, initially as a supervising attorney with the Securities Arbitration Clinic, and later as a Professor of Clinical Legal Education. Joining the …

Poor Esg: Regressive Effects Of Climate Stewardship, Zohar Goshen, Assaf Hamdani, Alex Raskolnikov

BYU Law Review

The rise of inequality and global warming are the two ultimate challenges of our time. After decades of congressional failure to address climate change, the private sector has stepped in and adopted a set of environmental, social, and governance (ESG) policies as a market-based solution to a public policy failure. ESG advocates hope that corporate executives would save our planet. Where Congress failed, ESG will succeed.

This Article argues that if ESG-driven climate stewardship ever achieves the scale necessary to have a real impact on global warming, it will hurt the poor. Legislative interventions to combat climate change are nearly …

Regulatory Whiplash: The Sec’S Proxy Advisor Reversal And A Delaware-Inspired Sliding Scale Framework For Judicial Review, Alexandra Pellegrino

Brooklyn Journal of Corporate, Financial & Commercial Law

The Securities and Exchange Commission’s 2020 regulation of proxy advisory firms, and its abrupt 2022 recission, triggered a consequential circuit split that exposes a deeper tension in administrative law: how courts should review agency reversals in regulatory environments where stability and adaptability are both essential. In National Association of Manufacturers v. Securities Exchange Commission, the Fifth Circuit invalidated the recission for failing to adequately address reliance interests and prior factual findings. In contrast, the Sixth Circuit in Chamber of Commerce v. Securities Exchange Commission upheld the agency’s reversal under a more deferential interpretation of Federal Communications Commission v. Fox Television …

Sticky Charters? The Surprisingly Tepid Embrace Of Officer-Protecting Waivers In Delaware, Jens Frankenreiter, Eric L. Talley

Faculty Scholarship

This article examines the response to Delaware’s much-heralded 2022 legal reform that permitted corporations, for the first time, to adopt charter provisions exculpating corporate officers from liability for breaching their fiduciary duty of care. Contrary to widespread predictions that corporate actors would swiftly adopt officer exculpation provisions, our analysis — using both traditional and generative artificial intelligence (AI) methods — reveals a surprisingly low rate of uptake, over three years after the reform’s enactment.

Our study makes both methodological and substantive contributions. Methodologically, we present a novel application of large language models (LLMs) to identify and interpret technical clauses in …

U.S. Shareholder Activism: Convergence With Japan, Nobuhisa Ishizuka

Faculty Scholarship

To many observers long accustomed to slow, incremental change, the current boom in shareholder activism in Japan comes as a surprise. The opening for U.S.-style activists was created by market conditions that eventually resulted in policy changes that attracted significant numbers of foreign investors. However, even the current market would not have emerged without a parallel evolution in U.S. hedge-fund tactics, which gradually shifted over a number of years to a sophisticated and more nuanced approach, one based on partnership and dialogue with target companies, in contrast to adversarial relationships and public campaigns. This article attempts to place current trends …

Clawing Back Fraudulent Profits—Investor Protection Or Regulatory Overreach: The Disgorgement Dilemma In Securities Law, Jessica Sun

The Journal of Business, Entrepreneurship & the Law

This comment explores the legal complexities surrounding the Securities and Exchange Commission’s (SEC) use of disgorgement as an enforcement tool, specifically addressing the tension between investor protection and regulatory overreach. Sun examines the evolution of disgorgement from a court-created equitable remedy to a power formally codified by the National Defense Authorization Act of 2021, while highlighting the significant limitations imposed by Supreme Court rulings in Kokesh v. SEC and Liu v. SEC. The comment centers on a current circuit split between the Second Circuit’s decision in SEC v. Govil—which requires a showing of "pecuniary harm" to victims before awarding disgorgement—and …

It's The Night Of The Living Deepfakes: The Threat Of Deepfakes On The Film Industry, Neki Shero

DePaul Business & Commercial Law Journal

No abstract provided.

Front Matter

DePaul Business & Commercial Law Journal

No abstract provided.

Fireside Chat | Shawn Kodes ’07: Asset-Backed Finance: A Guide For Future Lawyers, Ronald H. Filler Institute For Financial Services Law

Ronald H. Filler Institute for Financial Services Law

April 21, 2026

The Governing Law Of Unlawfully Issued Sovereign Debt, Kei Nakajima, Shiho Kato

Northwestern Journal of International Law & Business

In October 2019, Petróleos de Venezuela, S.A. (PDVSA), a Venezuelan state owned oil and natural gas company, filed a complaint against the trustee and the collateral agent of PDVSA’s bondholders, alleging that certain bonds due in 2020 issued in exchange for the defaulted bonds due in 2017 are null and void ab initio. The main cause of action was that the 2020 bonds had been issued in violation of the provisions of the Venezuelan Constitution. This contention was advanced notwithstanding that the 2020 bonds provide that “all matters arising out of or relating in any whatsoever” to the instruments shall …

Denizens Of Dexit: Why Controlled Companies Are The First To Leave The First State, Jack Kanzler

Michigan Business & Entrepreneurial Law Review

A series of high-profile companies announcing plans to leave the state of Delaware and reincorporate out of state has sparked many commentators to predict a coming wave of corporate exodus from the First State called “DExit.” This paper seeks to explore the DExit “movement” with a particular focus on “controlled companies” and the recent doctrinal developments that have created a perception that Delaware law has become hostile to such governance arrangements. I will begin by discussing a brief history of Delaware’s corporate law and its current role in the American corporate legal system. I will then move to a robust …

Fireside Chat | Victor Suthammanont '05: Financial Services Law 101, Ronald H. Filler Institute For Financial Services Law

Ronald H. Filler Institute for Financial Services Law

April 1, 2026

Hyperbole In The Capital Stack: Are We Misreading Lender Intent? Liability Management Transactions And The Implied Covenant Of Good Faith And Fair Dealing, Daniel R. Janel

Cardozo Law Review

The hasty characterization and overall sentiment surrounding Liability Management Transactions (“LMTs”) as “hostile” strategies that promote “lender-on-lender violence” attempt to misapply the implied covenant of good faith and fair dealing under New York law, which serves as a gap-filler rather than a “contract buster.” Although the covenant’s proper function is to protect parties’ reasonable expectations that they will receive the fruits of their bargain, it does not purport to rewrite or impose on carefully negotiated credit agreements. Sophisticated parties enter into meticulously crafted credit agreements with full awareness of the breadth and scope of their provisions. Only after finding themselves …

Corporate Governance As Bloodsport, Jeremy Kidd, George A. Mocsary

Pepperdine Law Review

The modern Environmental, Social, and Governance (ESG) movement promotes diversion of corporate assets from shareholders to “stakeholders.” This is done in the name of a corporate duty to society. But “successful” ESG efforts threaten the success of the corporate form by inviting rent-seeking. This conflict between ESG principles and established theories and norms of corporate law is difficult to resolve because corporate law lacks the tools needed to understand the type of collective decision-making that occurs in the corporate setting. This Article is the first to apply public choice economics—the economic study of collective decision-making—to corporate decision-making to identify the …

"Tuah Much To Handle": Why The Current Oversight On Cryptocurrency Is Insufficient, Adam Gross

University of Cincinnati Law Review

No abstract provided.

Fireside Chat | Mariel Cruz ‘09: M&A And Corporate Restructuring, Ronald H. Filler Institute For Financial Services Law

Ronald H. Filler Institute for Financial Services Law

March 12, 2026

Unlocking The Corporate Governance Potential Of Mutual Fund Investors, Jeffrey Manns

Nevada Law Journal

America’s mutual fund governance has long consisted of a system of money manager dominance and shareholder impotence. While mutual funds pool together unprecedented sums of capital, investors historically have had no meaningful role in governance and have faced a choice of “love it or leave it” when it comes to their investments in mutual funds.

The controversy over mutual fund managers’ advocacy of Environmental, Social, and Governance (ESG) principles in portfolio companies has reinvigorated interest in repairing the dysfunctional principal-agent relationship between investors and money managers. The management of BlackRock, the world’s largest money manager, ignited an ESG voting controversy …

Outbound Investment Restrictions And International Law’S Challenge, Harlan Grant Cohen

Seattle University Law Review

The Outbound Investment Rule, restricting U.S. investment in certain Chinese advanced technology sectors, has largely been portrayed as an incremental measure, a modest extension to fill loopholes in the existing investment screening regime. But while perhaps the logical next step in the securitization of the economy, the Outbound Investment Rule actually reflects a momentous shift in the relationship between governments and business, one playing out in the United States and around the world and worth attention. Unlike traditional investment screening, the Outbound Investment Rule operates like a sanctions regime, designed not to protect the U.S. economy, but to hamper the …

Resilient Dispute Resolution Systems For International Energy Conflicts, Guillermo J. Garcia Sanchez

Seattle University Law Review

Energy-related conflicts are on the rise, spanning diverse issues such as the impacts of rare mineral mining on local communities, the impacts of sanctions on energy investments due to the Russia-Ukraine war, and the impacts of expanded subsidies on the electric vehicle and solar panel industries. Increasingly, companies, communities, and governments are clashing over the challenges of pursuing disparate and sometimes competing energy policies. This Article argues that dispute resolution mechanisms in the energy investment sector must be fundamentally rethought. Traditional semi-adjudicatory models, which focus on winners and losers, fail to accommodate the complex and multifaceted nature of contemporary energy …

Restricting Data Flows Is A Sign Of Weakness, Nikolas Guggenberger

Seattle University Law Review

There has been a seismic shift in American attitudes toward the free flow of data across borders.  In less than a decade, the United States has transitioned from condemning barriers to digital trade to constructing a digital fortress of its own. It passed legislation requiring TikTok’s parent company to divest its U.S. operations or face a nationwide ban affecting 170 million U.S. users, citing national security concerns about its ties to China and the potential for data surveillance and content manipulation. Upon legal challenge by TikTok on First Amendment grounds, the Supreme Court affirmed the ban’s constitutionality. Recent federal legislation …

Product Nationality And Corporate Identity, Trang (Mae) Nguyen

Seattle University Law Review

Global supply chains have long depended on a deceptively technical device: the attribution of a “nationality” to goods. A trade law principle, rules of origin assign products an “economic passport” that governs how they are treated at the border, including what markets they may enter and which tariff rates apply. In recent years, however, product nationality has taken on a new and far more ambitious role. As U.S. trade policy increasingly intersects with national security and human rights policy, policymakers rely on nationality-based measures to police supply chain linkages, curb geopolitical issues, and discipline firms for their links to forced …

Global Supply Chain Resilience In Emerging Technologies: A Case Study Of Bitcoin Mining, Kishanthi Parella, Carla L. Reyes

Seattle University Law Review

The United States has put into motion bold plans in critical and emerging technologies to bolster its national and economic security.  For example, the federal government created a national bitcoin strategic reserve and a stockpile of other cryptocurrency; while several states have committed to or are considering similar goals.  However, the security of these reserves is dependent on two types of supply chains within the Bitcoin mining industry: analogue supply chains, relating to the physical components needed for Bitcoin mining, and data supply chains, relating to the complex and layered logistical network of actors that create input into the software …