The Fight Against The Extractive Industries Transparency Initiative ,
2013
Loyola University Chicago, School of Law
The Fight Against The Extractive Industries Transparency Initiative , Eric Fortineaux
Loyola University Chicago International Law Review
No abstract provided.
Minding The Court: Enhancing The Decision-Making Process,
2013
University of Missouri - Kansas City, School of Law
Minding The Court: Enhancing The Decision-Making Process, Pamela Casey, Kevin Burke, Steve Leben
Faculty Works
A compelling and growing body of research from the fields of cognitive psychology and neuroscience provides important insights about how we process information and make decisions. This research has great potential significance for judges, who spend much of their time making decisions of great importance to others. For most judges, this research literature is not part of their judicial education. This article reviews cutting edge research about decision making and discusses its implications for helping judges and those who work with them produce fair processes and just outcomes. It builds on a 2007 American Judges Association paper that encouraged judges …
Fraudulent Corporate Signals: Conduct As Securities Fraud,
2013
Florida State University College of Law
Fraudulent Corporate Signals: Conduct As Securities Fraud, Manuel A. Utset
Scholarly Publications
Paying a dividend, repurchasing shares, underpricing an initial public offering, pledging collateral, and borrowing using short-term, instead of long-term debt, are all forms of corporate communications. They are “corporate signals” that tell investors certain things about a company’s operations and current financial position, and about the managers’ confidence in its future performance. This Article provides the first comprehensive analysis of the relationship between corporate signals and securities fraud. The incentive to communicate using corporate signals has increased in recent years, a phenomenon that, I argue, is due to the grow-ing complexity of public corporations, and, importantly, to a number of …
Why Legalized Insider Trading Would Be A Disaster,
2013
Case Western Reserve University School of Law
Why Legalized Insider Trading Would Be A Disaster, George W. Dent
Faculty Publications
Although insider trading is illegal, a stubborn minority still defends it as an efficient means of compensating executives and spurring innovation. However, this minority assumes that legal insider trading would be constrained by the personal wealth of the insiders so that the scope of insider trading would rarely or never be so large as to cause outsiders to stop trading in affected stocks. This Note argues that there would be no such constraint because insiders could obtain outside financing to fully exploit their informational advantage. Outsiders would flee the public stock markets, which would drastically shrink or disappear. The prospect …
Venture Capital And Preferred Stock,
2013
Case Western University School of Law
Venture Capital And Preferred Stock, Charles R. Korsmo
Faculty Publications
Preferred stock has always posed something of a puzzle. Straddling the line between debt and equity, preferred stock has long existed in a shadowland between the realms of contract law on the one hand, and corporate law on the other. Depending on the situation, preferred stockholders have sometimes been entitled to the protection of corporate law fiduciary duties, and sometimes been left to lie in the contractual bed they have made. Historically, what little scholarship exists on preferred stock has consisted largely of calls for greater fiduciary protections for preferred stockholders. Preferred stock has taken on increased importance in recent …
The Role Of Mediation And Insurance In Bet The Company Litigation,
2013
JAMS
The Role Of Mediation And Insurance In Bet The Company Litigation, Jed Melnick
Cardozo Journal of Conflict Resolution
When most of us graduate from law school, we are not able to read or understand our own car insurance policy, and yet the resolution of most commercial litigation would not happen without the involvement of insurance. The reality is that, in the context of class actions and "bet the company" litigation, insurance is usually the sole source of funds used to resolve the dispute. What follows is the transcript from a panel discussion that took place on February 9, 2012 at Cardozo Law School entitled, "The Role of Mediation and Insurance in Bet the Company Litigation." The idea behind …
Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct,
2013
University of Maryland Francis King Carey School of Law
Janus Capital Group, Inc. V. First Derivative Traders: Further Limited Liability, And Missing An Opportunity To Curb Corporate Misconduct, Zachary K. Ostro
Journal of Business & Technology Law
No abstract provided.
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of "Security",
2013
University of Oklahoma College of Law
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of "Security", Steven Cleveland
Faculty Articles
No abstract provided.
Resurrecting Deference To The Securities And Exchange Commission: Mark Cuban And Trading On Inside Information,
2013
University of Oklahoma College of Law
Resurrecting Deference To The Securities And Exchange Commission: Mark Cuban And Trading On Inside Information, Steven Cleveland
Faculty Articles
No abstract provided.
Much Ado About Nothing: How The Securities Sro State Actor Circuit Split Has Been Misinterpreted And What It Means For Due Process At Finra,
2013
University of Georgia School of Law
Much Ado About Nothing: How The Securities Sro State Actor Circuit Split Has Been Misinterpreted And What It Means For Due Process At Finra, Jerrod M. Lukacs
Georgia Law Review
Traditionally, the U.S. securities exchanges were self-
regulated, governing trading, setting rules, and carrying
out disciplinary procedures against member trader-
brokers. In the past five decades, however, the SEC has
divested the exchanges of their regulatory authority,
transferring it to independent, private bodies.
Concomitantly, the SEC's ability to control the rule-
making and enforcement powers of these private bodies
has increased. Recently, this process culminated in the
creation of FINRA, a monopolized, private self-regulatory
organization (SRO) under comprehensive SEC control
responsible for regulating the entire U.S. secondary
securities market. The SEC's ever-growing control over
securities SROs has called into question …
Optimizing English And American Security Interests,
2013
University of Florida Levin College of Law
Optimizing English And American Security Interests, Lynn M. Lopucki, Arvin I. Abraham, Bernd P. Delahaye
UF Law Faculty Publications
Since the adoption of Uniform Commercial Code Article 9 in American jurisdictions in the 1960s, scholars have debated the desirability of the extraordinary priority given to secured creditors. Through a point-by-point comparison of English and American security interests, this article provides a new perspective on that long-running debate. The comparison reveals that security functions in strikingly similar manners in the two jurisdictions, while differing sharply in one crucial respect. In contrast to the absolute priority given secured creditors under American law, English law subordinates floating charges to administrative expenses, preferential creditors, and a prescribed share for unsecured creditors. Other, less …
The New Investor,
2013
University of Florida Levin College of Law
The New Investor, Tom C. W. Lin
UF Law Faculty Publications
A sea change is happening in finance. Machines appear to be on the rise and humans on the decline. Human endeavors have become unmanned endeavors. Human thought and human deliberation have been replaced by computerized analysis and mathematical models. Technological advances have made finance faster, larger, more global, more interconnected, and less human. Modern finance is becoming an industry in which the main players are no longer entirely human. Instead, the key players are now cyborgs: part machine, part human. Modern finance is transforming into what this Article calls cyborg finance.
This Article offers one of the first broad, descriptive, …
The Blindsided Insider: Insider Trading Liability For Supervising A Rogue Trader
,
2013
Cleveland State University
The Blindsided Insider: Insider Trading Liability For Supervising A Rogue Trader , Adam Felsenthal
Cleveland State Law Review
In the past few years, federal prosecutors and the Securities and Exchange Commission (SEC) have engaged in the widest-ranging and most successful probe of insider trading ever, focusing in particular on investment professionals. However, the government has failed to charge anyone on the basis of supervisory liability, essentially an accusation of failing to notice and stop illicit trading done under one’s supervision. This Article discusses all of the potential ways in which prosecutors could bring such a charge, ranging from SEC administrative liability to civil and criminal charges. Through the lens of a theoretical situation in which an “innocent bystander” …
Non-Party Interests In Closing Opinion Letters,
2013
American University Washington College of Law
Non-Party Interests In Closing Opinion Letters, Heather Hughes
American University Business Law Review
No abstract provided.
How Congress Killed Investment Crowdfunding: A Tale Of Political Pressure, Hasty Decisions, And Inexpert Judgments That Begs For A Happy Ending,
2013
The University of Tennessee College of Law
How Congress Killed Investment Crowdfunding: A Tale Of Political Pressure, Hasty Decisions, And Inexpert Judgments That Begs For A Happy Ending, Joan Macleod Heminway
Kentucky Law Journal
No abstract provided.
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of “Security”,
2013
The Catholic University of America, Columbus School of Law
Resurrecting Court Deference To The Securities And Exchange Commission: Definition Of “Security”, Steven J. Cleveland
Catholic University Law Review
No abstract provided.
Issuing New Shares And Preemptive Rights: A Comparative Analysis,
2013
Penn State Law
Issuing New Shares And Preemptive Rights: A Comparative Analysis, Marco Ventoruzzo
Faculty Scholarship
The question of whether the corporate law of Europe and America are converging is still largely unanswered. One fundamental area in which the two systems diverge concerns how they regulate the issuing of new shares, in particular preemptive rights, a problem rarely addressed by comparative corporate law scholars. This essay fills that gap by examining the major comparative differences between the approaches followed on the two sides of the Atlantic, and offers some possible explanations for this divergence.
Critique Of Money Judgment Part Three: Restraining Notices,
2013
Benjamin N. Cardozo School of Law
Critique Of Money Judgment Part Three: Restraining Notices, David G. Carlson
Articles
New York is virtually unique in permitting lawyers to issue court orders restraining debtors and third parties from conveying away any assets that could be used to satisfy a money judgment. In effect, these orders command the recipient to do nothing, whereas a turnover or garnishment orders the recipient to do something — pay the creditor or sheriff or surrender illiquid property to the sheriff. The weakness and strength of this debt collection tool is assessed at length. The Article also analyzes in detail New York’s Exempt Income Protection Act, enacted in 2008 to force banks to protect the exempt …
Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market,
2013
University of Maryland Francis Kind Carey School of Law
Diversifying Clearinghouse Ownership In Order To Safeguard Free And Open Access To The Derivatives Clearing Market, Michael Greenberger
Faculty Scholarship
Implementing the rigorous governance and ownership standards established in the Dodd-Frank Wall Street Reform and Consumer Protection Act3 for derivatives clearing organizations (DCOs) will promote free and open access to clearing and reduce systemic risk within what is now the $700 trillion notional value derivatives market. Such standards are central to and advance the key regulatory tenants of Dodd-Frank: i.e., to restore transparency, capital adequacy, and accountability to what was the unregulated over-the-counter (OTC) derivatives market by ensuring that swaps are cleared through financially sound DCOs. Also, these rules will promote competition by curtailing large swap dealers‘ (SDs) control …
Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate,
2013
University of Maryland Francis King Carey School of Law
Closing Wall Street’S Commodity And Swaps Betting Parlors: Legal Remedies To Combat Needlessly Gambling Up The Price Of Crude Oil Beyond What Market Fundamentals Dictate, Michael Greenberger
Faculty Scholarship
The price of crude oil in the futures markets has oscillated wildly during the past five years. Although these price swings may partly be a result of insufficient supply meeting large demand for oil, economic data demonstrate that market fundamentals have in fact remained in equilibrium. An overwhelming number of market participants, financial analysts, and academics have instead shown that unregulated excessive speculation in the oil futures markets is to blame. Such excessive speculation is a result of the financialization of commodities, which has exacerbated price swings in oil because the speculative upward betting causes artificially high prices that do …
