Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership,
2010
Villanova University Charles Widger School of Law
Reframing And Reforming The Securities And Exchange Commission: Lessons From Literature On Change Leadership, Joan Mcleod Heminway
Villanova Law Review (1956 - )
The article discusses the lessons learned from the restructuring of the U.S. Securities and Exchange Commission (SEC) under the Sarbanes-Oxley Act. The strengths and weakness of the SEC reform measures are highlighted. Key reform proposals stemming from the global financial crisis and reform efforts being undertaken as of the spring of 2010 include overhauling or abolishing the SEC, managing the SEC through the Federal Reserve or the Department of the Treasury, and combining the SEC with the Commodity Futures Trading Commission (CFTC).
Fiduciary Obligations Of Broker-Dealers And Investment Advisers,
2010
Villanova University Charles Widger School of Law
Fiduciary Obligations Of Broker-Dealers And Investment Advisers, Arthur B. Laby
Villanova Law Review (1956 - )
The article discusses fiduciary obligation that broker-dealers and investment advisers owe their clients. It addresses questions in ascertaining whether financial reform is needed. The fiduciary obligations imposed on brokers and advisers are examined. An analysis of whether fiduciary duties should be imposed on brokers providing advice is offered.
Moving Beyond The Clamor For Hedge Fund Regulation: A Reconsideration Of Client Under The Investment Advisers Act Of 1940,
2010
Villanova University Charles Widger School of Law
Moving Beyond The Clamor For Hedge Fund Regulation: A Reconsideration Of Client Under The Investment Advisers Act Of 1940, Anita K. Krug
Villanova Law Review (1956 - )
The article argues that a better approach for hedge fund regulation in the U.S. would be for law to regard private fund investors as clients of the managers of those funds. It discusses the regulatory regime governing investment advisers. The Investment Advisers Act of 1940 is tasked to regulate investment advisers and to require some investment advisers to be registered with the Securities and Exchange Commission (SEC).
One Nation, Under Securities Fraud: The Third Circuit Notches A Win For Federalism In In Re Lord Abbett Mutual Funds Fee Litigation,
2010
Villanova University Charles Widger School of Law
One Nation, Under Securities Fraud: The Third Circuit Notches A Win For Federalism In In Re Lord Abbett Mutual Funds Fee Litigation, Ethan H. Townsend
Villanova Law Review (1956 - )
No abstract provided.
Tracking Berle’S Footsteps: The Trail Of The Modern Corporation’S Last Chapter,
2010
Seattle University School of Law
Tracking Berle’S Footsteps: The Trail Of The Modern Corporation’S Last Chapter, William W. Bratton, Michael L. Wachter
Seattle University Law Review
Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in …
Rethinking The Separation Of Ownership From Management In American History,
2010
Seattle University School of Law
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Seattle University Law Review
In <em>The Modern Corporation and Private Property</em>, Adolf Berle and Gardiner Means would use AT&T as a prime example of what they saw as a dangerous new trend, the replacement of ownership-based capitalism with giant corporations controlled by a small group of propertyless managers. Indeed, AT&T became Berle and Means’ favorite example. . . . As we shall see, however, the claim that AT&T was a leading example of the separation of ownership from management is incomplete. More importantly, the common interpretation of Berle and Means’ work is mistaken, placing the emphasis incorrectly on the number of shareholders and reading …
Berle’S Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability,
2010
Seattle University School of Law
Berle’S Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, Claire Hill, Richard Painter
Seattle University Law Review
This essay, published in a symposium on the work of Adolf Berle, approaches the Berle-Dodd debate from the perspective that corporate managers have responsibilities beyond pursuing the interests of shareholders. Stock based executive compensation, designed to align managers’ interests with those of shareholders, has, in the investment banking industry in particular, failed to avert, and may have caused, managers (in this case, bankers) to take excessive risks that in the present financial crisis inflicted great damage on creditors and on society as a whole. We describe here the broad outlines of a proposal that we will discuss in future publications …
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context,
2010
Seattle University School of Law
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Seattle University Law Review
This paper offers some tentative suggestions as to why Berle’s work has been read and interpreted so selectively in the United Kingdom. I suggest that this must be partly attributable to the historical developments in English company law that entrenched the notion of shareholder ownership claims. Specifically, unincorporated associations’ normative values—that members are owners and there is no distinction between small organizations with no share dispersal and large organizations with wide share dispersal—have a continuing influence on this entrenched notion of shareholder ownership claims. First, I provide an overview of the origins of English company law. Next, I address how …
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008,
2010
University of Maryland Francis King Carey School of Law
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008, Robert J. Rhee
Journal of Business & Technology Law
No abstract provided.
Rethinking Board Function In The Wake Of The 2008 Financial Crisis,
2010
University of Maryland Francis King Carey School of Law
Rethinking Board Function In The Wake Of The 2008 Financial Crisis, Nicola Faith Sharpe
Journal of Business & Technology Law
No abstract provided.
Corporate Governance And Securities Law Responses To The Financial Crisis,
2010
University of Maryland Francis King Carey School of Law
Corporate Governance And Securities Law Responses To The Financial Crisis, Lisa M. Fairfax
Journal of Business & Technology Law
No abstract provided.
Integrating The Financial Crisis In The Business Associations Course: Benefits And Pitfalls,
2010
University of Maryland Francis King Carey School of Law
Integrating The Financial Crisis In The Business Associations Course: Benefits And Pitfalls, Afra Afsharipour
Journal of Business & Technology Law
No abstract provided.
The Best Of Times, The Worst Of Times: Securities Regulation Scholarship And Teaching In The Global Financial Crisis,
2010
University of Maryland Francis King Carey School of Law
The Best Of Times, The Worst Of Times: Securities Regulation Scholarship And Teaching In The Global Financial Crisis, Joan Macleod Heminway
Journal of Business & Technology Law
No abstract provided.
Ignoring The Writing On The Wall: The Role Of Enterprise Risk Management In The Economic Crisis,
2010
University of Maryland Francis King Carey School of Law
Ignoring The Writing On The Wall: The Role Of Enterprise Risk Management In The Economic Crisis, Michelle M. Harner
Journal of Business & Technology Law
No abstract provided.
Examining Government Reform In The Wake Of The Financial Crisis,
2010
University of Maryland Francis King Carey School of Law
Examining Government Reform In The Wake Of The Financial Crisis
Journal of Business & Technology Law
No abstract provided.
Populist Retribution And International Competition In Financial Services Regulation,
2010
University of Michigan Law School
Populist Retribution And International Competition In Financial Services Regulation, Adam C. Pritchard
Articles
The pattern of regulatory reform in financial services regulation follows a predictable pattern in democratic states. A hyperactive market generates a bubble, the bubble deflates, and much financial pain ensues for those individuals who bought at the top of the market. The financial mess brings the scrutiny of politicians, who vow "Never again!" A political battle ensues, with representatives of the financial services industry fighting a rearguard action to preserve its prerogatives amidst cries for the bankers' scalps. Regulations, carefully crafted to win the last war, are promulgated. Memories fade of the foolish enthusiasm that fed the last bubble. Slowly, …
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards,
2010
Seattle University School of Law
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Seattle University Law Review
Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …
The Sitting Ducks Of Securities Class Action Litigation: Bio-Pharmas And The Need For Improved Evaluation Of Scientific Data,
2010
University of Florida Levin College of Law
The Sitting Ducks Of Securities Class Action Litigation: Bio-Pharmas And The Need For Improved Evaluation Of Scientific Data, Stuart R. Cohn, Erin M. Swick
UF Law Faculty Publications
Rule 10b-5, a powerful weapon against any publicly-listed company whose share price drops on adverse news, is particularly skewed against pharmaceutical and other bio-technology companies (bio-pharmas). It is not a coincidence that there is a disproportionate number of class actions filed against bio-pharmas. The volume and complexity of data underlying most bio-pharma cases create enormous outcome uncertainties, settlement pressures, and potentially huge contingent liabilities over substantial periods of time. The vulnerability and risks that bio-pharmas face in Rule 10b-5 class actions are unique among all publicly-traded industries, yet many cases proceed along traditional grounds without courts employing either their statutory …
In Praise Of Process: Examining The Sec, Rule 14a-8(I)(8), And Afscme V. Aig,
2010
University of Maryland Francis King Carey School of Law
In Praise Of Process: Examining The Sec, Rule 14a-8(I)(8), And Afscme V. Aig, Jena Martin Amerson
Journal of Business & Technology Law
No abstract provided.
Securities Intermediaries And The Separation Of Ownership From Control,
2010
Seattle University School of Law
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Seattle University Law Review
The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …
