Securities Law Commons^™

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.

Leveraging Extractive Industry Infrastructure Investments For Broad Economic Development: Regulatory, Commercial And Operational Models For Railways And Ports, Perrine Toledano

Columbia Center on Sustainable Investment Staff Publications

The initial phase of the Leveraging Mining-Related Infrastructure Investments for Development project consisted of a worldwide survey of regulatory, commercial and operating case studies of shared use of mining-related infrastructure. This Policy Paper delivers the findings for mineral railways and ports.

Addressing Climate Change Mitigation And Adaptation Through Insurance For Overseas Investments: The Example Of The U.S. Overseas Private Investment Corporation, Lise Johnson

Columbia Center on Sustainable Investment Staff Publications

In 2008, the United Nations Framework Convention on Climate Change (UNFCCC) estimated that investments of between US$540–570 billion in physical assets and other financial flows will be needed to adequately reduce global greenhouse gas (GHG) emissions to combat climate change; additionally, tens and possibly hundreds of billions of dollars may be necessary to enable countries to adapt to the phenomenon’s challenges. Through climate negotiations under the UNFCCC in Copenhagen and Cancun, developed country governments committed to provide developing countries roughly US$30 billion between 2010 and 2012 and to mobilize approximately US$100 billion per year by 2020 for climate change activities. …

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

BYU Law Review

No abstract provided.

Were "It" To Happen: Contract Continuity Under Euro Regime Change, Robert C. Hockett

Cornell Law Faculty Working Papers

One way or another, the European Monetary Union (EMU) is apt to endure. The prospect of continuation under the precise contours of the regime as we presently find it, however, is anything but certain. Hence many investors and other actual or prospective contract parties are likely to remain skittish until matters grow clearer. This skittishness, importantly, can itself hamper the prospect of expeditious European recovery. Addressing particular sources of ongoing uncertainty about EMU prospects can itself therefore aid in the project of recovery.

This Essay accordingly aims to impose structure upon one particular, and indeed particularly complex, source of uncertainty …

Arbitration Case Law Update 2012, Jill I. Gross

Elisabeth Haub School of Law Faculty Publications

Parties to arbitration agreements sometimes invoke the judicial system to litigate collateral issues arising out of the arbitration process, such as arbitrability of some or all of the claims, arbitrator bias, and award enforcement or vacatur. When deciding these collateral issues arising out of securities arbitration, courts interpret and apply the Federal Arbitration Act (FAA). This chapter identifies recent decisions by the Supreme Court under the FAA, as well as selected lower court decisions that could have an impact on securities arbitration practice.

Allocating Loss In Securities Fraud: Time To Adopt A Uniform Rule For The Special Case Of Ponzi Schemes, Grant Christensen

William & Mary Business Law Review

The global financial crisis precipitated a condensing of capital and a fall in global equities markets that not only resulted in the necessity of government bailouts of the financial industry, but also exposed a number of Ponzi schemes that collectively will cost investors tens of billions of dollars. With a new wave of litigation by innocent investors against Ponzi scheme operators just beginning, and likely to take years to finish, it becomes important to clearly identify the methodologies used to value the loss and allocate existing assets among the remaining creditors. To that end, this Article argues that courts ought …

Stimulating Long-Term Shareholding, Emeka Duruigbo

Cardozo Law Review

This Article answers, in the affirmative, two core research questions: do we need long-term shareholders and can we find them? The economy needs long-term shareholders to provide prudent and profitable patient capital, generate an antidote to corporate short-termism, and spearhead managerial accountability. Finding these shareholders requires a structure that provides the right environment and incentives for such investment. This Article presents a novel application of the trust fund theory - the dominant philosophical paradigm of American corporate finance in the nineteenth century - as a vehicle for stimulating long-term shareholding. The central features of the reformulated trust fund theory include …

It's Payback Time, Or Is It?: An Argument To Apply Universal Heightened Standards To All Employee Stock-Based Individual Account Programs In The Post-Enron Era And Why Sarbanes-Oxley's Preventive Measures Do Not Adequately Protect Employee Investor Interests, Sarah Y. Rifaat

Pepperdine Law Review

No abstract provided.

Conflicting Currents: The Obligation To Maintain Inviolate Client Confidences And The New Sec Attorney Conduct Rules, Keith Paul Bishop, James F. Fotenos, Steven K. Hazen, James R. Walther, Nancy H. Wojtas

Pepperdine Law Review

No abstract provided.

Investors Win: Howsam V. Dean Witter Reynolds, Inc. Makes Entering Arbitration Quicker, Easier, And Less Expensive, Peter J. Smith Iv

Pepperdine Dispute Resolution Law Journal

In securities arbitration disputes, a split in the federal circuits arose over whether an arbitrator or a court should determine if the National Association of Securities Dealers Code of Arbitration Procedure ("NASD Code") Section 10304 barred the bringing of a claim that was more than six years old. While some courts have held the issue was a procedural one for the arbitrator to decide, others have held that it was a substantive issue for the courts to decide. Obviously, the resolution of the time eligibility rule by the court delays the resolution of the dispute diminishes the benefits and duplicates …

Selective Disclosure: The Abrogation Of The Attorney-Client Privilege And The Work Product Doctrine, Zach Dostart

Pepperdine Law Review

No abstract provided.