Rule 10b-5 Meets Wagon Mound: A New Perspective On Loss Causation,
2022
University of Minnesota Law School
Rule 10b-5 Meets Wagon Mound: A New Perspective On Loss Causation, Meiring De Villiers
Minnesota Journal of Law, Science & Technology
No abstract provided.
Universalizing Fraud,
2022
Duke Law
Universalizing Fraud, Parmida Enkeshafi
Duke Journal of Constitutional Law & Public Policy Sidebar
The criminal trial of Elizabeth Holmes has reanimated public interest in fraud. Holmes, once a Silicon Valley prodigy, was charged with two counts of conspiracy to commit wire fraud and eleven counts of wire fraud. A jury found Holmes guilty on four counts, potentially subjecting her to 80 years in prison. This Note uses the example of Elizabeth Holmes's case to examine more broadly the role of morality in fraud and argues for a new framework by which to articulate and prosecute fraud.
Criminal jurisprudence has struggled to construct a satisfactory definition of "white-collar crime" since sociologist Edwin H ...
International Securities And Capital Markets,
2022
Southern Methodist University
International Securities And Capital Markets, Pratibha Jain, Gordon N. Cameron, Precia Darshan, Priscilla Tshibemba, Prashant Prakhar, Ken Kiyohara, Sabin Volciuc-Ionescu
The Year in Review
No abstract provided.
Theranos: Case Study And Examination Of The Fraud Triangle,
2022
University of Arkansas, Fayetteville
Theranos: Case Study And Examination Of The Fraud Triangle, Abbey Jennings
Finance Undergraduate Honors Theses
Fraud is a serious issue which carries significant implications. Fraud committed by top level managers is particularly grievous, as it ripples through a firm, harming the company’s shareholders, employees, and credibility, while posing a threat to individuals and society (Zahra, et al.). A common framework in auditing, the fraud triangle, outlines three factors that if present, increase the risk or enable fraud to occur. The three factors are incentive, opportunity, and rationalization to commit fraud (Barlow).
In 2018, the Securities and Exchange Commission (SEC) charged Elizabeth Holmes, founder and CEO of a supposedly groundbreaking health tech company, Theranos, with ...
A True Sense Of Security: How Kirschner V. J.P. Morgan Chase Illustrates The Failings Of The Reves Family-Resemblance Test And The Need To Recognize Some Syndicated Loans As Securities For The Sake Of The Financial System,
2022
Brooklyn Law School
A True Sense Of Security: How Kirschner V. J.P. Morgan Chase Illustrates The Failings Of The Reves Family-Resemblance Test And The Need To Recognize Some Syndicated Loans As Securities For The Sake Of The Financial System, Aidan D. Mulry
Brooklyn Law Review
Following the 2008 financial crisis, Congress implemented a number of reforms aimed at ensuring that such a man-made disaster—fueled by greed and willful ignorance—is not permitted to happen again. On the surface, these reforms appear to be a success; however, under the surface, there is currently a capital market that is effectively ignored, not only by the reforms passed in the wake of the financial crisis, but by virtually all securities regulation. This capital market, which revolves around so-called syndicated loans, is estimated to be larger than the subprime-mortgage collateralized debt obligations market was at its apex, and ...
How Discretionary Decision-Making Impacts The Financial Performance And Legal Disclosures Of S&P 500 Funds,
2022
Brooklyn Law School
How Discretionary Decision-Making Impacts The Financial Performance And Legal Disclosures Of S&P 500 Funds, Bernard S. Sharfman, Vincent Deluard
Brooklyn Law Review
When investment funds track the S&P 500, the index becomes more than just a list of 500 companies. The focus then becomes the financial and regulatory issues that arise from the discretionary decision-making power of the Index Committee that governs the S&P 500. Based on our empirical research and analysis, this article recommends a new principal risk disclosure under SEC Form N-1A, which we refer to as “selection risk,” to be included in the statutory and summary prospectuses of investment funds that track the S&P 500. This type of risk results when the Index Committee uses its ...
Cryptocurrency: The Consequences Of A Regulatory Gap In A Rapidly Growing Industry,
2022
Saint Louis University School of Law
Cryptocurrency: The Consequences Of A Regulatory Gap In A Rapidly Growing Industry, Claire Sanford
SLU Law Journal Online
Digital assets are largely unregulated, which has led to many investors being defrauded without remedy. Various solutions have been proposed to solve the regulatory gap, but none have been successful in practice. In this article, Claire Sanford discusses how the risks associated with cryptocurrency exchanges are distinct from more traditional investments.
Examining Stock Trading Reforms For Congress Hearing Before The U.S. House Of Representatives Committee On House Administration,
2022
Indiana University Maurer School of Law
Examining Stock Trading Reforms For Congress Hearing Before The U.S. House Of Representatives Committee On House Administration, Donna M. Nagy
Public Testimony by Maurer Faculty
Professor Nagy testified (text attached, video below) in support of federal legislation that would prohibit members of Congress from owning the securities of individual publicly traded companies as well as certain other investments that would likely conflict with their official duties.
It was nearly 10 years ago to the day when President Barack Obama signed the Stop Trading on Congressional Knowledge (STOCK) Act, requiring enhanced financial disclosures and creating new securities transaction reporting rules for members of Congress, certain members of their family, and their staff. The Act also made absolutely clear that a member of Congress who trades securities ...
Nagy To Testify Before Congressional Committee On Stock Trading Reforms,
2022
Maurer School of Law - Indiana University
Nagy To Testify Before Congressional Committee On Stock Trading Reforms, James Owsley Boyd
Keep Up With the Latest News from the Law School (blog)
No abstract provided.
Purpose Proposals,
2022
University of Pennsylvania Carey Law School
Purpose Proposals, Jill E. Fisch
Faculty Scholarship at Penn Law
Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations should shift their focus from maximizing profits for shareholders to generating value for a more expansive group of stakeholders. Corporations are also being called upon to address societal concerns – from climate change and voting rights to racial justice and wealth inequality.
The shareholder proposal rule, Rule 14a–8, offers one potential tool for repurposing the corporation. This Article describes the introduction of innovative proposals seeking to formalize corporate commitments to stakeholder governance. These “purpose proposals” reflect a new dynamic in the debate ...
Fraud On Any Market,
2022
University of Georgia Terry College of Business
Fraud On Any Market, Gregory Day, John T. Holden, Brian M. Mills
Indiana Law Journal
Claims of securities fraud had historically failed because investors seldom rely on false or misleading statements when transacting securities. To bolster confidence in securities markets, the U.S. Supreme Court adopted a doctrine called “fraud-on-the-market” so that duped investors can show detrimental reliance without ever encountering the fraudulent statements. The doctrine assumes that a stock’s price reflects all material information, meaning that an investor who bought tainted stock has constructively relied on the fraud.
Fraud-on-the-market is not only unavailable in other markets but is also embattled within securities law. The doctrine has endured volleys of criticisms about whether markets ...
Disclosure Of Private Climate Transition Risks,
2022
William & Mary Law School
Disclosure Of Private Climate Transition Risks, Michael P. Vandenbergh
William & Mary Law Review
This Article identifies a gap in the securities disclosure regime for climate change and demonstrates how filling the gap can improve financial disclosures and accelerate climate change mitigation. Private climate initiatives have proliferated in the last decade. Often led by advocacy groups, these private initiatives have used naming and shaming campaigns and other means to induce investors, lenders, insurers, retail customers, supply chain customers, and employees to pressure firms to engage in climate change mitigation. Based on an empirical assessment of the annual reports filed with the Securities and Exchange Commission (SEC) by Fortune 100 firms and the largest firms ...
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?,
2022
Villanova University Charles Widger School of Law
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?, Patrick Dunbar
Villanova Environmental Law Journal
No abstract provided.
Blockchain Technology For Good,
2022
University of St. Thomas School of Law
Blockchain Technology For Good, Wulf A. Kaal
University of St. Thomas Law Journal
No abstract provided.
Initial Public Offering And Optimal Corporate Governance,
2022
University of Michigan Law School
Initial Public Offering And Optimal Corporate Governance, Albert H. Choi
Law & Economics Working Papers
This paper examines the long-standing debate over whether firms have a market-based incentive to adopt optimal governance provisions at their initial public offering (IPO). Various scholars and practitioners have argued that firms that offer stock to the public with suboptimal governance structure will be penalized by the market through a lower IPO price. At the same time, others have documented empirical evidence that many IPO firms have putatively suboptimal governance provisions, such as anti-takeover provisions and dual class structure, and many, especially those with dual-class structure, enjoy a market premium at their IPO. This paper attempts to bridge this gap ...
Federally Mandated Online Sales Tax: A Logistical Solution For The Future Of E-Commerce,
2022
Depaul University College of Law
Federally Mandated Online Sales Tax: A Logistical Solution For The Future Of E-Commerce, Daniel O'Connor
DePaul Business and Commercial Law Journal
No abstract provided.
Economic Structural Transformation And Litigation: Evidence From Chinese Provinces, To Economic Change And Restructuring,
2022
Drake University Law School
Economic Structural Transformation And Litigation: Evidence From Chinese Provinces, To Economic Change And Restructuring, Doug Bujakowski, Joan Schmit
DePaul Business and Commercial Law Journal
No abstract provided.
The "Business Interruption" Insurance Coverage Conundrum: Covid-19 Presents A Challenge,
2022
University of North Dakota School of Law
The "Business Interruption" Insurance Coverage Conundrum: Covid-19 Presents A Challenge, Paul E. Traynor
DePaul Business and Commercial Law Journal
No abstract provided.
Misalighned Incentives In Markets: Envisioning Finance That Benefits All Of Society,
2022
University of Calgary
Misalighned Incentives In Markets: Envisioning Finance That Benefits All Of Society, Dr. Ryan Clements
DePaul Business and Commercial Law Journal
No abstract provided.
Gamestop And The Reemergence Of The Retail Investor,
2022
University of Pennsylvania Carey Law School
Gamestop And The Reemergence Of The Retail Investor, Jill E. Fisch
Faculty Scholarship at Penn Law
The GameStop trading frenzy in January 2021 was perhaps the highest profile example of the reemergence of capital market participation by retail investors, a marked shift from the growing domination of those markets by large institutional investors. Some commentators have greeted retail investing, which has been fueled by app-based brokerage accounts and social media, with alarm and called for regulatory reform. The goals of such reforms are twofold. First, critics argue that retail investors need greater protection from the risks of investing in the stock market. Second, they argue that the stock market, in term, needs protection from retail investors ...