Securities Law Commons^™

From Revolutionary To Palace Guard: The Role And Requirements Of Intermediaries Under Proposed Regulation Crowdfunding, Andrew D. Stephenson, Brian R. Knight, Matthew Bahleda

Michigan Business & Entrepreneurial Law Review

Intermediaries in securities crowdfunding face significant requirements as a result of the statutory mandates of Title III of the JOBS Act. The SEC, in its proposed rules, provided structure to these requirements. The proposed rules would create strict requirements for intermediaries regarding their relationships with investors and how they undertake crowdfunding transactions under Section 4(a)(6) of the Securities Act. The proposed rules would also create and establish the guidelines for funding portals, a new type of limited purpose securities broker. While some commentators decry the SEC for placing undue burdens and legal liabilities on intermediaries in securities crowdfunding, the SEC …

The Jobs Act Trojan Horse: A Gift To Startups With Something Else Inside?, Erik Gordon

Michigan Business & Entrepreneurial Law Review

This Comment will analyze which provisions of the Act are consistent with the purpose that sponsors would have the public believe, that emphasized by the name “JOBS Act,” and distinguish them from those provisions that serve as menacing soldiers hidden under the cover of a name that diverts attention from the Act’s true purpose.

Enhancing The Legal And Regulatory Environment For Investment In Social Enterprise, Dilpreet K. Minhas

Michigan Business & Entrepreneurial Law Review

The objectives of this Note are: 1) to provide readers interested in social enterprise and entrepreneurship an introduction to these endeavors and the growing trend toward using them; 2) to present the challenges stemming from the legal and financial frameworks surrounding social investment activity, which can inhibit the survival and growth of social enterprises; and 3) to propose suggestions for addressing such challenges and limitations in order to better support the survival of social enterprise. Part II and Part III provide a broad perspective of the types of investment in and nurturing of social entrepreneurship in the U.S. Part IV …

Insider Trading And Other Securities Frauds In The United States: Lessons For Chile, Dante Figueroa

Michigan Business & Entrepreneurial Law Review

This Article is a comparative analysis of insider trading law in the United States and Chile. The study summarily reviews the historical, political, and legal foundations of insider trading regulation in both jurisdictions, identifying areas of convergence, as well as areas in which the Chilean securities market could benefit vis- ` a-vis the more advanced experience of the considerably larger American securities market. The Article also highlights the axiological closeness between both jurisdictions concerning the protection of inside corporate information and the fiduciary role of those who intervene in securities markets in their various capacities (as investors, shareholders, corporate officers, …

Legally "Strong" Shareholders Of Japan, Gen Goto

Michigan Business & Entrepreneurial Law Review

Foreign investors often criticize Japanese corporations for not paying enough attention to the interests of their shareholders. It might surprise these critics, then, to learn that shareholders’ legal rights under the Japanese Companies Act are actually quite strong. Indeed, many of the rights that shareholders’ rights advocates often support, including shareholders’ power to alter a corporate charter without board consent, shareholders’ power to control dividend payments, majority voting for board elections, shareholders’ power to replace the board of directors, and shareholder access to a corporate ballot—all of which are strongly debated elsewhere— are already effective in Japan. Moreover, derivative suits …

Around The World Of Securities Fraud In Eighty Motions To Dismiss, Wendy Gerwick Couture

Articles

No abstract provided.

The Pslra Discovery Stay Meets Complex Litigation: Five Questions Answered, Wendy Gerwick Couture

Articles

No abstract provided.

Securities Regulation Of Alternative Litigation Finance, Wendy Gerwick Couture

Articles

No abstract provided.

Opening The Floodgates Of Small Customer Claims In Finra Arbitration: Finra V. Charles Schwab & Co., Inc., Teresa J. Verges

Articles

No abstract provided.

Comments: The Securities And Exchange Commission's Proposed Regulations Under The Crowdfund Act Strike A Necessary Balance Between The Burden Of Disclosure Placed On Issuers Of Securities And Meaningful Protection For Unsophisticated Investors, Stuart Evan Smith

University of Baltimore Law Review

No abstract provided.

Plugging Leaks And Lowering Levees In The Federal Government: Practical Solutions For Securities Trading Based On Political Intelligence, Donna M. Nagy, Richard Painter

Articles by Maurer Faculty

From its founding, the federal government of the United States has been a potential gold mine for nonpublic market-moving information. By selectively disclosing this information to securities traders outside the government (or to persons who advise them), federal officials can substantially privilege certain wealthy or otherwise well-connected investors over ordinary investors in the securities market. The trading profits that can be derived from the use of this material nonpublic government information are often tremendous.

This disparity of access to government information may be unfair. But absent an identifiable personal benefit on the part of the government insider, neither the selective …

The Importance Of Conducting Thorough Investigations Of Confidential Witnesses In Securities Fraud Litigation, Leigh Handelman Smollar

Loyola University Chicago Law Journal

This Article examines the use of confidential witnesses (“CWs”) in investigating and substantiating securities fraud claims. The Private Securities Litigation Reform Act has placed a heavy burden on plaintiffs at the pleading stage, which has caused plaintiffs to perform preliminary investigations and seek confidential information as a basis for their allegations in the complaint. Testimony of CWs is often the centerpiece of the evidence substantiating plaintiffs’ securities fraud claims. As a result, the investigation conducted prior to filing an amended complaint has become a central issue in the realm of securities litigation, subject to attack by the defendants. This Article …

Class-Action Tolling, Federal Common Law, And Securities Statutes Of Repose: A Recommendation, Wendy Gerwick Couture

Loyola University Chicago Law Journal

This Essay focuses on a narrow, but potentially outcome-determinative, question: Does the filing of a securities class action toll the three-year outer time limit applicable to claims under sections 11 and 12(a)(2) of the Securities Act and the five-year outer time limit applicable to claims under section 10(b) of the Securities Exchange Act, such that potential class members—after a decision on class certification—can assert an individual federal action, even if those outer time limits would have elapsed absent tolling? There is currently a circuit split on this issue, with the Tenth Circuit answering “yes” and the Second Circuit answering “no.” …

Recanting Confidential Witnesses In Securities Litigation, Gideon Mark

Loyola University Chicago Law Journal

This Article examines the contentious and recurring issue of how courts should handle confidential witnesses in securities litigation who recant the information attributed to them in complaints or deny that they ever provided such information to plaintiffs’ counsel and/or investigators. The use by plaintiffs of confidential witnesses has become ubiquitous in recent years, as a primary unintended effect of the Private Securities Litigation Reform Act of 1995. That legislation raised the bar for pleading securities fraud and established an automatic stay of all discovery and other proceedings during the pendency of a motion to dismiss, absent application of one of …

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

Loyola University Chicago Law Journal

The focus of this Article is to suggest that the judicial decision-making process is often not as rational and objective as we would like to believe. Bias often affects the decision making of judges, sometimes to the extent that it appears that the writer of the opinion is living in an alternate universe.

As we progress professionally, and become more steeped in our biases, we sometimes move toward creating a world that exists in our heads and has little relation to the “real” world. While this assertion will be developed in the context of courts’ interpreting “particularly” in the Private …

Pleading Securities Fraud Claims: The Good, The Bad, And The Ugly, Sharon Nelles, Hilary Huber

Loyola University Chicago Law Journal

No abstract provided.

The Importance Of The Prefiling Phase For Securities-Fraud Litigation, John M. Wunderlich

Loyola University Chicago Law Journal

The pleading burden that governs securities-fraud litigation is significantly higher than those standards that govern traditional civil cases. The heightened pleading burden applicable to securities cases has transformed the motion to dismiss into something like summary judgment. In fact, to contend with this heightened pleading burden, plaintiffs typically must spend more time in the prefiling phase gathering sufficient, reliable evidence of securities fraud.

With almost two decades of litigation under the securities laws’ heightened pleading burden, empirical studies are revealing that certain kinds of evidence are more likely to defeat a motion to dismiss than others. But dismissal statistics and …

Opening The Floodgates Of Small Customer Claims In Finra Arbitration: Finra V. Charles Schwab & Co., Inc., Teresa J. Verges

Cardozo Journal of Conflict Resolution

When the Supreme Court held over twenty-five years ago that customers could be compelled to arbitrate their federal securities claims against their brokers, the vast majority of financial firms in the U.S. inserted pre-dispute arbitration provisions ("PDAAs") in agreements with their customers requiring them to arbitrate any claims arising out of their brokerage relationship. Since Sheerson/ Am. Express, Inc. v. McMahon, investor advocacy groups, scholars, and legislators have called for Congressional action to eliminate mandatory arbitration in securities cases, but the closest Congress has come to such elimination has been to punt this issue to the Securities and Exchange …

Speculative Tech: The Bitcoin Legal Quagmire & The Need For Legal Innovation, Paul H. Farmer Jr.

Journal of Business & Technology Law

No abstract provided.

Direct Private Placements, William K. Sjostrom Jr.

Kentucky Law Journal

No abstract provided.