Securities Law Commons^™

Let The Sunshine In: Crafting Constitutional Transparency Regulations For Content Moderation, Caitlin Ring Carlson

Seattle University Law Review

In response to public concern about the impact of social media, legislators in some U.S. states have developed laws to regulate the process of content moderation. Many include mandatory transparency and disclosure requirements, some of which courts have already deemed an unconstitutional infringement on social media platforms’ right to free expression. This article explores the parameters for crafting constitutional social media transparency regulations using existing U.S. media policy and insights from recent legal challenges. The resulting analysis identifies content neutral transparency requirements that mandate the disclosure of purely factual, non-controversial information as those most likely to withstand judicial scrutiny. Specifically, …

This Is Not A Game: The Addictive Allure Of Digital Companions, Nizan Geslevich Packin, Karni Chagal-Feferkorn

Seattle University Law Review

Artificial Intelligence (AI) agents have become an inescapable part of modern childhood, reshaping education, leisure activities, entertainment, and social interaction. From AI-powered tutors that adapt to individual learning styles to emotionally responsive chatbots that simulate human companionship, these systems promise unprecedented personalization, cognitive stimulation, and social support. However, these benefits mask significant risks that remain unregulated and inadequately addressed.

Although adults are also susceptible to forming deep emotional bonds with AI companions—often trusting them as if they possessed genuine understanding and empathy—children are particularly vulnerable. Their misplaced trust can more severely distort social development, weaken critical thinking, and foster unhealthy …

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

Re-Imagining Tomorrow: A Technology, Innovation Law, And Ethics Symposium On Addictive Technology And Children, Margaret Chon

Seattle University Law Review

In this Foreword, Professor Margaret Chon introduces Seattle University's Technology, Innovation Law, and Ethics (TILE) program, the 2024 TILE Symposium, and Dr. Gaia Bernstein’s Unwired: Gaining Control Over Addictive Technologies.

Keynote Address: The Movement To Protect Kids From Addictive Technologies, Gaia Bernstein

Seattle University Law Review

In this keynote address, I describe my personal journey starting with a school outreach program I created in 2017 to address technology overuse among kids. While I initially advocated for self-help methods, I grew to recognize that the tech industry bore responsibility. This realization led me to write Unwired: Gaining Control over Addictive Technologies, which focused on collective action to pressure the tech industry to redesign its addictive products.

I then describe the movement to control addictive technologies and protect kids, which has gained momentum since the end of the pandemic. This movement combines grassroots parent activism with legal-political action. …

Moral Panic Or Public Health Crisis? Lessons From Drugs And Gambling For “Addictive” Design, Matthew B. Lawrence, Haomin (Kevin) Yan

Seattle University Law Review

Alcohol, automobiles, guns, lottery, loot boxes, meat, music, opioid painkillers, processed foods, prop bets, slot machines, television, tobacco, violent video games. Over the last century each of these has been subject to concerns—some might even say “moral panics”—from parents and policymakers about avoidable harms to kids and adults. In some cases we look back with the benefit of hindsight and dismiss those concerns as naïve or moralistic. In others we look back at them as justified or as having come too late to check an expanding industry before it did unfathomable harm while growing so powerful that it became all …

Responding To Digital Addiction, Ned Snow

Seattle University Law Review

In Unwired: Gaining Control over Addictive Technologies, Professor Gaia Bernstein calls our attention to the growing problem of digital addiction. Digital addiction may sound like something out of a science-fiction novel or something that does not raise the same sort of real-life practical concerns as are present in a physical health crisis or an economic decline. But as Bernstein presents the evidence, we learn that the consequences of digital addiction can be just as harmful as a serious disease or a financial depression. Cognitive development disorders, anxiety, emotional depression, social isolation, and other mental health ills can be debilitating—as much …

The Ai Doppelgänger Dilemma: Cloned Voices In The Music Industry, Elizabeth Shields

Seattle University Law Review

With the rise of generative artificial intelligence (AI), there has been an influx of “voice clones”—deep-learning algorithms that create synthetic speech to realistically mimic human voices. Celebrities and, in particular, music artists, have been subjected to the proliferation of AI voice clones on social media platforms like TikTok and streaming platforms such as Spotify. Despite music utilizing AI voice clones having amassed much popularity, this technology can be harmful and highly invasive to musicians whose livelihoods often depend on their distinct voices. While legal scholars have attempted to articulate various rights that could protect a person’s voice, individuals are largely …

Regulatory Personhood: The Elixir For Redundancy Between The Sec And The Pcaob, Sarah J. Williams

St. John's Law Review

(Excerpt)

This Article analyzes enforcement activity against public company auditors during the agencies’ coexistence for the purpose of unmasking the alleged villainous duplication, budgetary waste, and agency in-fighting that was purportedly created by Congress when it endowed the PCAOB with enforcement powers already existing in the SEC’s arsenal. The Article examines enforcement cases brought by the SEC and the PCAOB against accounting firms and accountants associated with such firms that relate to poor performance in conducting public company audits during the period in which both agencies were in existence. Such research bears upon the effectiveness of the current system of …

How Active Cftc Enforcement Could Benefit Crypto, Carol R. Goforth

Pace Law Review

Commodity Futures Trading Commission (CFTC) crypto enforcement rose to record levels in 2023, prompting applause from some observers and criticism from others. In fact, the CFTC’s enforcement agenda is not out of step with other federal agencies such as the Securities and Exchange Commission (SEC), which has also been incredibly active in the crypto industry. It might seem that this is bad news for crypto, given that both the CFTC and SEC have been angling to become the primary regulator for these new assets. In reality, proof that the CFTC is active in enforcing the law against crypto entrepreneurs and …

Shadow Banking And Securities Law, Gabriel V. Rauterberg, Jeffery Yufeng Zhang

Articles

Shadow banking may be the single greatest challenge facing financial regulation. Financial institutions that function like banks, but fall outside the scope of banking regulation—aptly termed “shadow banks”—were at the heart of the Global Financial Crisis and most episodes of serious financial stress since then. Scholars have largely focused on one response to this problem: extending traditional banking regulation to shadow banks. Yet more than fifteen years after the crisis, major regulatory efforts along this route have stalled.

In this Article, we explore the uneasy case for greater regulation of shadow banking through a different route—securities law. Our first contribution …

Shadow Banking And Securities Law, Gabriel Rauterberg, Jeffery Y. Zhang

Faculty Scholarship

Shadow banking may be the single greatest challenge facing financial regulation. Financial institutions that function like banks, but fall outside the scope of banking regulation — aptly termed “shadow banks” — were at the heart of the Global Financial Crisis and most episodes of serious financial stress since then. Scholars have largely focused on one response to this problem: extending traditional banking regulation to shadow banks. Yet more than fifteen years after the crisis, major regulatory efforts along this route have stalled.

In this Article, we explore the uneasy case for greater regulation of shadow banking through a different route …

Shadow Investment Companies, William A. Birdthistle, Gabriel Rauterberg, Jeffery Y. Zhang

Faculty Scholarship

Stablecoins are cryptocurrencies designed to track the value of fiat currency, most commonly the U.S. dollar. Over the past decade, they have grown from a niche innovation into the primary gateway between crypto markets and the traditional financial system, with daily trading volumes exceeding $100 billion. Despite their scale and centrality, stablecoin issuers occupy an uncertain and increasingly contested regulatory space.

This Article argues that the largest stablecoin issuers — such as Circle and Tether— are best understood not as banks or payments firms, but as investment companies under the Investment Company Act of 1940. As a matter of statutory …

I Am Become Meme, Manipulator Of Markets: An Analysis Of Elon Musk’S Tweets Under The Anti-Manipulation Provisions Of U.S. Securities Laws, Noah Schottenbauer

Minnesota Journal of Law, Science & Technology

No abstract provided.

Registration As Consent: Patching Jarkesy's Hole In Sec Enforcement, Alexander I. Platt

Notre Dame Law Review Reflection

In SEC v. Jarkesy, the Supreme Court held that whenever the SEC seeks to impose monetary penalties on enforcement targets for securities fraud, it must proceed in federal court and not its own administrative forum. Many observers predict this will significantly impact SEC enforcement.

But not necessarily. A simple legal patch might repair the hole Jarkesy opened up: parties who register with the SEC may thereby consent to its administrative jurisdiction. (Because Jarkesy and the funds he managed were not registered, his case did not resolve the issue.)

This Essay shows how registration may constitute consent to SEC administrative …

Preempting Paradigms: Nsmia, Esg Investing, And The Search For Market Integration, Robert T. Hill

Catholic University Law Review

This Comment evaluates the recent lawsuit filed by the Securities Industry and Financial Markets Association (SIFMA) against the Missouri Secretary of State, alleging violations of the National Securities Markets Improvement Act (NSMIA), Employee Retirement Income Security Act of 1974 (ERISA), and commercial free speech. NSMIA significantly altered the regulatory landscape by preempting certain aspects of state securities laws, aiming to streamline regulations and foster national uniformity in securities markets. However, this federal preemption presents a complex dilemma when addressing the surge in ESG investing, where investors prioritize financial returns and social and environmental impacts. Accordingly, this Comment examines the interplay …

Money Market Funds: Comparison Of Regulations In The United States And European Union, Stephen T. Cohen, Austin G. Mccomb

Catholic University Law Review

Money market funds have proven to be a highly successful financial product, both in the United States and Europe. These funds have offered investors a competitive, short-term market rate of return, while providing diversification of investments and daily liquidity. Notwithstanding (or, perhaps, in spite of) money market funds’ popularity beginning in the late 1970s and early 1980s, money market funds have been subject to a complex set of regulations and intense focus by global regulators, particularly those in the United States and European Union. This regulatory scrutiny was particularly acute following the 2008 financial crisis and, more recently, after the …

Cutting Through The Gordian Knot: It’S Time To Revise Rule 17d-1 Under The Investment Company Act Of 1940, Jack W. Murphy

Catholic University Law Review

This article reviews the legislative and administrative history of Section 17(d) of the Investment Company Act of 1940 and Rule 17d-1 under that Section, which broadly prohibit any affiliated person or principal underwriter of a mutual fund or other registered investment company (a “Fund”) or any affiliated person of such a person or underwriter, from participating in a joint transaction with the Fund unless an application regarding the transaction has been filed with and approved by the SEC. The author maintains that the Rule’s scope is far broader than what is necessary to achieve the statutory purpose of protecting Funds …

Introduction—Corporate And Securities Law Responses To Climate Change: Law And Political Economy Perspectives, Sarah C. Haan, Faith Stevelman

Scholarly Articles

This introductory essay has two parts. First, we address differences between the Law and Economics perspective and the Law and Political Economy (LPE) perspective on business and securities law and climate change. For example, an LPE approach—with its concern for discerning winners and losers and how power operates through law—rejects the facile separation of public and private law concerns. LPE repudiates the common notion that business law is and should solely be about maximizing shareholder wealth, with all else falling to government ex post. Indeed, elsewhere we have written about this as a misleading and harmful “separate spheres” conceit (Stevelman …

Deficiencies In The Judicial Classification Of Cryptocurrencies Indicating The Need For Legislative Alternatives, Ethan Johnson

Journal of Legislation

The cryptocurrency industry is desperate for regulatory clarification, which would stabilize and secure cryptocurrency and, ultimately, promote increased investment. How the United States ultimately chooses to pursue cryptocurrency regulation has massive implications for future investment and the development of this technology. Disagreement over how to classify cryptocurrency under the investment contract test created in SEC v. Howey, including the recent Second Circuit split, has led to calls for resolving legislation. Cryptocurrency legislation has recently been passed by the European Union, and there are currently proposals for legislation before Congress in the United States.

This Note considers the context surrounding …