Banking And Competition In Exceptional Times,
2013
Seattle University School of Law
Banking And Competition In Exceptional Times, Brett Christophers
Seattle University Law Review
This Article has two main aims: to provide a critical consideration of this contemporary antitrust “revival” from an explicitly political–economic perspective and to point toward some theoretical resources that might facilitate such an assessment.Part II looks backward at the evolution and application of competition law in the banking sector over the relatively longue durée. In this Part, I invoke the concept of “exception” to understand how antitrust policy has developed, and my chief interlocutors are the perhaps unlikely figures of Giorgio Agamben and Karl Marx. Part III looks forward and considers the central question around which the recent resurgence of …
Conceptions Of Corporate Purpose In Post-Crisis Financial Firms,
2013
Seattle University School of Law
Conceptions Of Corporate Purpose In Post-Crisis Financial Firms, Christopher M. Bruner
Seattle University Law Review
American “populism” has had a major impact on the development of U.S. corporate governance throughout its history. Specifically, appeals to the perceived interests of average working people have exerted enormous social and political influence over prevailing conceptions of corporate purpose—that is, the aims toward which society expects corporate decision-making to be directed. In this Article, I assess the impact of American populism upon prevailing conceptions of corporate purpose, contrasting its unique expression in the context of financial firms with that arising in other contexts. I then examine its impact upon corporate governance reforms enacted in the wake of the financial …
Shareholders And Social Welfare,
2013
Seattle University School of Law
Shareholders And Social Welfare, William W. Bratton, Michael L. Wachter
Seattle University Law Review
This Article addresses the questions of whether and how shareholders matter for social welfare, finding that different and contrasting answers have prevailed during different periods of recent history. Observers in the mid-twentieth century believed that the socioeconomic characteristics of real-world shareholders were highly pertinent to social welfare inquiries. But those observers went on to conclude that there followed no justification for catering to shareholder interest, for shareholders occupied elite social strata. The answer changed during the twentieth century’s closing decades, when observers came to accord the shareholder interest a key structural role in the enhancement of economic efficiency even as …
Central Bank-Led Capitalism?,
2013
Seattle University School of Law
Central Bank-Led Capitalism?, Andrew Bowman Et Al.
Seattle University Law Review
Since the first acute episode of financial crisis in autumn 2008, the world has manifestly changed in dramatic ways that reinforce skepticism and challenge the old assumptions of political economy. Hence this Article about central banks, whose pivotal role in post-crisis capitalism has not been adequately politically or theoretically addressed in any existing literature and can now be opened up by a conjunctural analysis that recognises uncertainty and mutability. There are several reasons why this is an intellectually and politically interesting task. Central banks have become an object of controversy and public attention after being pivotally involved in crisis management, …
Making Money: Leverage And Private Sector Money Creation,
2013
Seattle University School of Law
Making Money: Leverage And Private Sector Money Creation, Margaret M. Blair
Seattle University Law Review
Contrary to the beliefs of most macroeconomists, the financial sector in the United States has grown too large in the last few decades as a consequence of financial innovation that has encouraged the use of too much “leverage” (financing with debt) by financial institutions (as well as by consumers and other borrowers). In Part II, I connect the dots between excessive leverage, risk, and financial market volatility. In Part III, I explore the role that the “shadow-banking sector” has had in driving leverage. In Part IV, I explain why leverage at the level of financial institutions matters for the macroeconomy. …
The Governance And Disclosure Of The Firm As An Enterprise Entity,
2013
Seattle University School of Law
The Governance And Disclosure Of The Firm As An Enterprise Entity, Yuri Biondi
Seattle University Law Review
During recent decades, the rapid pace of financial markets involving new modes of management, governance, and regulation has framed business firms. This corporate drift toward financialization is summarized under the “shareholder value” label. What do financial markets do? Unequivocally, they organize trading on shares that are securities: tradable financial entitlements established by law, which formalize expectations, and claims of financial rents paid by the issuing company. Actually, how continued quotation on share exchanges came to be the barometer of economic or social welfare is a different matter. The latter adoption has required quite a great leap from “the euthanasia of …
Rationales And Designs To Implement An Institutional Big Bang In The Governance Of Global Finance,
2013
Seattle University School of Law
Rationales And Designs To Implement An Institutional Big Bang In The Governance Of Global Finance, Emilios Avgouleas
Seattle University Law Review
The colossal challenges facing international finance pertain to both its governance system and its dual utility and speculative functions, which have become ever more intertwined with the advent of financial innovation. In the aftermath of the Global Financial Crisis (GFC), a number of significant reforms are under way to address the second issue, including additional capital and liquidity requirements for banks, measures to battle interconnectedness in the financial sector, new resolution regimes that would allow banks to fail more easily, and stricter frameworks for bank supervision and monitoring of systemic risk. Yet limited progress has been made with respect to …
Framing Address: A Framework For Analyzing Financial Market Transformation,
2013
Seattle University School of Law
Framing Address: A Framework For Analyzing Financial Market Transformation, Steven L. Schwarcz
Seattle University Law Review
The title of this Symposium originally was “Rethinking Financial and Securities Markets.” It is, of course, somewhat presumptuous for scholars to try to rethink financial markets per se. Markets, including financial markets, are driven primarily by supply and demand. But scholars can and should try to influence the future of financial markets by rethinking their fundamental aspects. This Symposium presents work from leading scholars in the fields of law, economics, finance, and accounting. I will try to frame the discussion from the perspectives of these four disciplines. First, however, we need to identify what it is about financial markets that …
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies,
2013
Chicago-Kent College of Law
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies, Anita Krug
All Faculty Scholarship
This Article first recalls the primary contours of Adolf Berle and Gardiner Means’s acclaimed observations regarding the separation of ownership and control in the “modern corporation,” as well as their conclusions about the implications of those observations for the doctrine of shareholder primacy. Second, the Article describes how the activities of FSHCs generally differ from what we think corporations do and, certainly, from what Berle and Means conceived of as the purpose of corporations or, indeed, any business enterprise. Third, this Article articulates how those business activities render more acute the problem of the separation of ownership and control that …
Inequities In Corporate And Securities Law: Disabling The Exploitative Chinese Corporation And Charting A Path To International Commercial Accountability,
2013
University of San Diego
Inequities In Corporate And Securities Law: Disabling The Exploitative Chinese Corporation And Charting A Path To International Commercial Accountability, Jonathan P. Schmidt
San Diego International Law Journal
This article seeks to illuminate these issues and provide a roadmap for the U.S. federal and state legislatures to come together to protect the U.S. investor from the type of accounting fraud and stock misinformation that was the impetus behind enacting the Sarbanes-Oxley Act of 2002. First, this article will discuss the legal backdrop and legislative policy behind U.S. laws such as SOX and its enforcement mechanisms, and the ability for shareholders to bring securities class action derivative actions for financial fraud. This article will also discuss trade secrets laws, criminal extradition treaties, international enforcement of judgments, and elucidate the …
Please Be Delicate With My Permanent Record: The Pendulum Inches Towards Absolute Privilege In Merkam V. Wachovia,
2013
Villanova University Charles Widger School of Law
Please Be Delicate With My Permanent Record: The Pendulum Inches Towards Absolute Privilege In Merkam V. Wachovia, Joseph W. Catuzzi
Villanova Law Review (1956 - )
No abstract provided.
Advising The Individual Investor: Comparing The Federal Regulation Of Investment Advisers, Banks, And Broker-Dealers,
2013
Pepperdine University
Advising The Individual Investor: Comparing The Federal Regulation Of Investment Advisers, Banks, And Broker-Dealers, Alan M. Ahart
Pepperdine Law Review
No abstract provided.
Transamerica Mortgage Advisors, Inc. V. Lewis: An Analysis Of The Supreme Court's Definition Of An Implied Right Of Action ,
2013
Pepperdine University
Transamerica Mortgage Advisors, Inc. V. Lewis: An Analysis Of The Supreme Court's Definition Of An Implied Right Of Action , Nancy E. Underwood
Pepperdine Law Review
No abstract provided.
Alternatives For Small Business Raising Capital Under The Securities Act Of 1933,
2013
Pepperdine University
Alternatives For Small Business Raising Capital Under The Securities Act Of 1933, David H. Barber
Pepperdine Law Review
The problems encountered by the business community in raising capital for new or small businesses has spurned implementation of responsive policy and regulations by the Securities and Exchange Commission. As a result of input from a series of nationwide small business hearings, the S.E.C. has recently demonstrated its commitment to aiding capital raising needs. This was accomplished by creating an Office of Small Business Policy to respond to the effects of major new changes to the Securities Act of 1933 which seek to facilitate the process of capitalization of small business. Professor David H. Barber, of Brigham Young University's J. …
Merrill Lynch, Pierce, Fenner & Smith, Inc. V. Curran: Establishing An Implied Private Right Of Action Under The Commodity Exchange Act,
2013
Pepperdine University
Merrill Lynch, Pierce, Fenner & Smith, Inc. V. Curran: Establishing An Implied Private Right Of Action Under The Commodity Exchange Act, Howard E. Hamann
Pepperdine Law Review
In the case of Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, the United States Supreme Court held that there is an implied private right of action under the Commodity Exchange Act, as amended. As a result of this holding, a private party may maintain an action for damages caused by a violation of the Commodity Exchange Act. In this article, the author examines the Supreme Court's analysis and explores the future impact of the decision in light of the role the judiciary has in legislative matters.
The Federal Sentencing Guidelines’ Abuse Of Trust Enhancement: An Argument For The Professional Discretion Approach,
2013
University of Florida Levin College of Law
The Federal Sentencing Guidelines’ Abuse Of Trust Enhancement: An Argument For The Professional Discretion Approach, Adam Denver Griffin
Florida Law Review
This Note analyzes the prevalent judicial approaches to § 3B1.3 and explains how some courts erred by advancing the hybrid approach after the 1993 Amendment to § 3B1.3. Part II examines the role of trust in guideline sentencing. Part III discusses the policy behind the Guidelines, including the continuing application of the Guidelines despite the Supreme Court’s 2005 United States v. Booker decision. Part IV explains different approaches employed by the circuit courts to define a position of trust. Part V highlights the effect of the approach by contrasting the Third Circuit’s hybrid with the Eleventh Circuit’s professional discretion approach. …
The Effect Of The Dodd-Frank Act On Arbitration Agreements: A Proposal For Consumer Choice,
2013
Pepperdine University
The Effect Of The Dodd-Frank Act On Arbitration Agreements: A Proposal For Consumer Choice, Catherine Moore
Pepperdine Dispute Resolution Law Journal
The article presents information on the security in the markets and the regulatory reform as passed by the U.S. Congress. The impact of recession on the American economy and the destruction of public and private wealth are considered. The enactment of Dodd Frank Wall Street Reform and Consumer Protection Act and the executive compensations are discussed. The case law related to arbitration of disputes related to security and the need of law reform is also discussed.
What Finra Can Learn From Major League Baseball,
2013
Pepperdine University
What Finra Can Learn From Major League Baseball, Ben Einbinder
Pepperdine Dispute Resolution Law Journal
The article presents information on the arbitration system formed by the Financial Industry Regulatory Authority (FINRA) with respect to the arbitration under the employment disputes in the financial industry. The arbitration models created by FINRA examine the disputes in the securities industry. Information on the impact of the Major League Baseball and its works on the employment disputes are also presented.
Disclosure Of Payment Under The U.S. Dodd-Frank Act: The ‘Resource Extraction Rule”,
2013
University of Denver
Disclosure Of Payment Under The U.S. Dodd-Frank Act: The ‘Resource Extraction Rule”, Celia R. Taylor
Sturm College of Law: Faculty Scholarship
Tucked into the Dodd-Frank Wall Street Reform and Consumer Protection Act are several provisions having nothing to do with financial regulation. One of these 'miscellaneous' provisions required the US Securities and Exchange Commission (SEC) to implement rules requiring publicly traded resource extractive industry companies to disclose payments made to foreign governments. In August 201Z the SEC adopted final rules to achieve that purpose. InOctober 2012, the US Chamber of Commerce, as part ofa coalition of business and other interests, filed suit to block the implementation of the rules. This article explains the contents of the resource extraction rule and the …
When Will It Finally End: The Effectiveness Of The Rule 10b-5 Private Action As A Fraud-Deterrence Mechanism Post-Janus,
2013
Louisiana State University Law Center
When Will It Finally End: The Effectiveness Of The Rule 10b-5 Private Action As A Fraud-Deterrence Mechanism Post-Janus, Justin Marocco
Louisiana Law Review
The article discusses the Rule 10b-5 as a private method to limit the fraud-deterrence in the security for sales or purchase under the U.S. Securities Exchange Act. It mentions that the U.S. Supreme Court rejected the rule 10b-5 private actions liability for aiding and abetting. It states that the mutual fund company Janus Distribution LLC is responsible for the limitation of prevention of fraud because of escaping liability to the corporate officers for their unattributed misstatements.
