Securities Law Commons^™

The Global Crackdown On Insider Trading: A Silver Lining To The "Great Reccession", Christopher P. Montagano

Indiana Journal of Global Legal Studies

The wake of the Great Recession marked a period of increased enforcement of insider trading violations by nation-states and self-regulatory organizations overseeing stock markets around the world. Before discussing the heightened global enforcement of insider trading, this Note explains the development of insider trading regulation by focusing on U.S., EU, and China law. This Note argues that the heightened global enforcement of insider trading violations in the wake of the Great Recession is a sign of a shared perception by market regulators around the world that there is a need to restore market confidence. Strong enforcement of insider trading regulations …

Background Paper For Second Workshop On Contract Negotiation Support For Developing Host Countries, Vale Columbia Center On Sustainable International Investment, Humboldt-Viadrina School Of Governance

Columbia Center on Sustainable Investment Staff Publications

The Columbia Center on Sustainable Investment (CCSI) and the Humboldt-Viadrina School of Governance (HSVG) have initiated a process to discuss the desirability and feasibility of mechanisms to provide negotiation support for developing host countries in their negotiations with major investors.

At a first workshop held in October 2011, participants agreed on the need for an expansion of support for developing countries in their contract negotiations.

A second workshop was held at Columbia University in July 2012 that undertook a gap analysis between the existing sources of support for developing countries in relation to complex contracts and the countries’ needs for …

Iosco's Response To The Financial Crisis, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

The Challenge Of Optimism And Complexity: Inadequately Addressed By The Fcic's Report, Timothy E. Lynch

Faculty Works

No abstract provided.

Securities Law—The Erosion Of Securities Class Actions, Rashida Sims

University of Arkansas at Little Rock Law Review

In the last fifteen years, Congress has enacted Federal Rule of Civil Procedure 23, The Private Securities Litigation Reform Act of 1995, and the Securities Litigation Uniform Standards Act of 1998 (collectively the "securities legislation"). This note examines interrelated provisions of the securities legislation and the resulting impact on the effectiveness of class actions as a remedy for defrauded investors. First, the note discusses securities class actions and the background, history, and intended goal of each relevant legislative provision. Next, the note discusses the securities legislation's impact on the feasibility of securities class actions, the parties to securities class actions, …

Iosco's Response To The Financial Crisis, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Dodd-Frank's Say On Pay: Will It Lead To A Greater Role For Shareholders In Corporate Governance?, Randall S. Thomas, Alan R. Palmiter, James F. Cotter

Vanderbilt Law School Faculty Publications

"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the shareholder-management relationship at some companies, particularly on the question of executive pay.

We study the evolution of shareholder voting on "say on pay" - beginning in 2006 as a fledgling shareholder movement to get "say on pay" on the corporate ballot, evolving as a handful of companies and later the financial firms receiving …

Uncertainty, Dangerous Optimism, And Speculation: An Inquiry Into Some Limits Of Democratic Governance, Lynn A. Stout

Cornell Law Faculty Publications

People are often optimistic. Nearly fifty percent of marriages end in divorce, but one survey found that 100 percent of individuals planning to get married believed they would never get divorced. Most people think they drive better than the average driver, and at one university, ninety-four percent of professors placed themselves in the top fifty percent in terms of teaching skills. We often seem to think we are like the youth of Garrison Keillor’s fictional hometown Lake Wobegon, where “all the children are above average.”

This is not always a bad thing. Optimism can be advantageous. Without optimism, Columbus might …

Procedure In Eclipse: Group-Based Adjudication In A Post-Conception Era, Myriam E. Gilles

Articles

No abstract provided.

The Aftermath Of Merck: D&O Insecurity In The Security Fraud Arena, Alexandra Russo

Pace Law Review

This Comment will trace the history of Merck, culminating in the Supreme Court’s extension of the statute of limitations periods for private security fraud suits, and discuss the impact this holding will have on future security fraud litigation, both for investor-plaintiffs and issuer-defendants. Part I will examine the facts and procedural history of Merck, which began in the United States District Court for the District of New Jersey and ultimately reached the Supreme Court of the United States. This procedural background will illuminate the various interpretations existing prior to Merck regarding the events that trigger the statute of …

New Disclosure Requirements Under The Dodd-Frank Act: A Move Towards Greater Transparency, Celia R. Taylor

Sturm College of Law: Faculty Scholarship

This article considers two little known provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with potential to have great impact on mulitnational and other businesses listed on US national stock exchanges. Specifically, the article discusses the 'conflicts minerals' provision requiring disclosure by companies of the use of certain minerals sourced from the Democratic Republic of Congo and the provision requiring disclosure of payments made to foreign governments by resource extractors. It describes the requirements of each provision, examines the costs and benefits of each. It also discusses the disclosure philosophy underlying the US securities laws and locates …

Hide That Syndicated Junk In The Closet! A Case For Credit Risk Retention In The Clo Market, Adam Altman

Chicago-Kent Law Review

Pursuant to Section 941(b) of the Dodd-Frank Act, the federal finance and banking agencies proposed rules requiring securitizers to retain some of the credit risk associated with their securitization transactions. In their proposed rules, the agencies noted that CLO managers fall squarely within their definition of the term "securitizer." Industry participants, however, vehemently contend that CLO man- agers should not be subject to the credit risk retention rules. This note argues that if risk retention is an effective means of promoting responsible securitization activity, regulators should require CLO managers to retain credit risk.

A Comparative Law Analysis Of Private Securities Litigation In The Wake Of Morrison V. National Australia Bank, Grant Swanson

Chicago-Kent Law Review

This article examines the recent Supreme Court decision in Morrison v. National Australia Bank and its broad implications for private securities litigants going forward. Morrison overturned forty years of jurisprudence when it rejected the conduct and effects tests used in some form by every Circuit Court when determining the extraterritorial reach of Section 10(b) of the Securities Act. The Court instead adopted a transactional test requiring that the security be traded in the United States or otherwise domestic, substantially cutting back the reach of Section 10(b). As a result, many securities litigants will be forced to bring claims in the …

Paper On The Business Case For Transparency, Perrine Toledano

Columbia Center on Sustainable Investment Staff Publications

CCSI strongly supports the transparency of contracts and tax flows. CCSI shares the belief of many stakeholders that transparency is essential to leverage extractive industries for sustainable development and is in the mutual interest of all stakeholders. However, some industry players continue to voice the concern that increased transparency would be harmful for their business. Therefore, CCSI is working to also establish the business case for transparency.

In one such case, some industry players have been lobbying against the regulations developed by the Security and Exchange Commission to implement the mandatory disclosure provisions of the Dodd Frank Wall Street Reform …

Openness In Extraction, Lisa E. Sachs, Shefa Siegel

Columbia Center on Sustainable Investment Staff Publications

More than a decade before becoming President of the United States, Herbert Hoover, a mining engineer, observed that, among the branches of property law, the distribution of mining rights most elegantly reflects the vicissitudes of social and political relations. According to Hoover, mining rights were a "never-ending contention," as old as economic and civil conflict, among four principle classes – overlord, state, landowner, and miner. "Somebody," he concluded, "has to keep peace and settle disputes."

Today, with the prices of major natural-resource commodities – including oil, coal, copper, gold, and iron ore – doubling, tripling, or rising even faster, the …

Do End-Users Get The Best Of Both Worlds?—Title Vii Of Dodd–Frank And The End-User Exception, Carney Simpson

Washington and Lee Law Review

No abstract provided.

Read Between The Lines: Why Recent Ilsa Litigation Is Bad For Business And Contravenes Congressional Intent, Joseph Einav

Cardozo Law Review

No abstract provided.

Regulation Fd Will Result In Poorer Disclosure And Increased Market Volatility, Joanna E. Barnes

Pepperdine Law Review

No abstract provided.

Corporate Criticism On The Internet: The Fine Line Between Anonymous Speech And Cybersmear, Scot Wilson

Pepperdine Law Review

No abstract provided.

Simmonds V. Credit Suisse Securities: Applying Delaware’S Demand Requirement To Section 16(B), Joseph Orien

BYU Law Review

No abstract provided.