Let The Securities And Exchange Commission Outsource Enforcement By Litigation: A Proposal,
2010
Boston University School of Law
Let The Securities And Exchange Commission Outsource Enforcement By Litigation: A Proposal, Tamar Frankel
Faculty Scholarship
The stories of Stanford's suspected Ponzi scheme, and Madoff s proven scheme, as well as the Securities and Exchange Commission's lenient settlements with very large suspected violators, and its focus on the numerous, small accused, have raised questions about the Commission's enforcement resources. This Article suggests that the Commission outsource civil cases against very large defendants when the examination of the defendant finds signs of wrongdoing under the securities acts. The Commission already outsources two types of legal services and the United States government practices extensive outsourcing. This article suggests that with appropriate limitations and controls outsourcing of enforcement litigation …
Is "Pay-To-Play" Driving Public Pension Fund Activism In Securities Class Actions? An Empirical Study,
2010
Boston University School of Law
Is "Pay-To-Play" Driving Public Pension Fund Activism In Securities Class Actions? An Empirical Study, David H. Webber
Faculty Scholarship
The recent emergence of public pension funds as frequent lead plaintiffs in securities class actions has prompted speculation that the funds’ litigation activism is driven by “pay-to-play”. “Pay-to-play” posits that public pension funds are driven by politician board members to obtain lead plaintiff appointments in securities class actions because of campaign contributions made by plaintiffs’ lawyers to those board members. This paper provides a comprehensive analysis of the securities litigation activity of 111 such funds from the years 2003 through 2006. Three of the paper’s findings cast doubt on the “pay-to-play” theory, including that: (1) politicians and political control negatively …
Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United,
2010
University of Georgia School of Law
Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United, Anne M. Tucker
Scholarly Works
No abstract provided.
Distorting Legal Principles,
2010
Duke Law School
Distorting Legal Principles, Steven L. Schwarcz
Faculty Scholarship
Legal principles enable society to order itself by preserving broadly based expectations. Sometimes, however, parties transact in ways that are so inconsistent with generally accepted principles as to create uncertainty or confusion that undermines the basis for reasoning afforded by the principles. Such a distortion might occur, for example, if a normally mandatory legal rule were unexpectedly treated as a default rule. This article explores the problem of distorting legal principles, initially focusing on rehypothecation, a distortion whose uncertainty and confusion contributed to the downfall of Lehman Brothers and the resulting global financial crisis. But not all distortions are, on …
Promoting Innovation: The Law Of Publicly Traded Corporations,
2010
Columbia Law School
Promoting Innovation: The Law Of Publicly Traded Corporations, Merritt B. Fox
Faculty Scholarship
Improving economic welfare requires that society’s scarce savings be allocated among proposed real investment projects in a way that appreciates the prospects of promising new innovations. Corporate and securities law help structure important elements of this process of allocation. This article sketches out an approach based upon a seemingly paradoxical analogy of a market economy’s overall finance process to the way a hierarchical organization gathers and processes relevant bits of information dispersed among many individuals in order to make decisions. It thereby takes advantage of important thinking in communications and organizational theory about how to make organizations sensitive to the …
Multiple Gatekeepers,
2010
Washington University in St. Louis School of Law
Multiple Gatekeepers, Andrew F. Tuch
Scholarship@WashULaw
In the context of business transactions, gatekeepers are lawyers, investment bankers, accountants and other actors with the capacity to monitor and control the disclosure decisions of their clients – and thereby to deter corporate securities fraud. After each wave of corporate upheaval, including the recent financial crisis, the spotlight of responsibility invariably falls on gatekeepers for failing to avert the wrongs of their clients. A rich vein of literature has considered what liability regime would lead gatekeepers to deter securities fraud optimally, but has overlooked the phenomenon that multiple interdependent gatekeepers act on business transactions and thus form an interlocking …
Lying And Getting Caught: An Empirical Study Of The Effect Of Securities Class Action Settlements On Targeted Firms,
2010
Duke Law School
Lying And Getting Caught: An Empirical Study Of The Effect Of Securities Class Action Settlements On Targeted Firms, James D. Cox, Lynn Bai, Randall S. Thomas
Faculty Scholarship
The ongoing Great Recession has triggered numerous proposals to improve the regulation of financial markets and, most importantly, the regulation of organizations such as credit rating agencies, underwriters, hedge funds, and banks, whose behavior is believed to have caused the credit crisis that spawned the economic collapse. Not surprisingly, some of the reform efforts seek to strengthen the use of private litigation. Private suits have long been championed as a necessary mechanism not only to compensate investors for harms they suffer from financial frauds but also to enhance deterrence of wrongdoing. However, in recent years there has been a chorus …
Securities Class Actions Move North: A Doctrinal And Empirical Analysis Of Securities Class Actions In Canada,
2010
Allard School of Law at the University of British Columbia
Securities Class Actions Move North: A Doctrinal And Empirical Analysis Of Securities Class Actions In Canada, A. C. Pritchard, Janis P. Sarra
All Faculty Publications
The article explores securities class actions involving Canadian issuers since the provinces added secondary market class action provisions to their securities legislation. It examines the development of civil liability provisions, and class proceedings legislation and their effect on one another. Through analyses of the substance and framework of the statutory provisions, the article presents an empirical and comparative examination of cases involving Canadian issuers in both Canada and the United States. In addition, it explores how both the availability and pricing of director and officer insurance have been affected by the potential for secondary market class action liability. The article …
Principles-Based Securities Regulation In The Wake Of The Global Financial Crisis,
2010
Allard School of Law at the University of British Columbia
Principles-Based Securities Regulation In The Wake Of The Global Financial Crisis, Cristie Ford
All Faculty Publications
This paper seeks to re-examine, and ultimately to restate the case for, principles-based securities regulation in light of the global financial crisis and related developments. Prior to the onset of the crisis, the concept of more principles-based financial regulation was gaining traction in regulatory practice and policy circles, particularly in the United Kingdom and Canada. The crisis of course cast financial regulatory systems internationally, including more principles-based approaches, into severe doubt. This paper argues that principles-based securities regulation as properly understood remains a viable and even necessary policy option, which offers solutions to the real-life and theoretical challenge that the …
Renegotiation Of Cash Flow Rights In The Sale Of Vc-Backed Firms,
2010
Indiana University Maurer School of Law
Renegotiation Of Cash Flow Rights In The Sale Of Vc-Backed Firms, Brian Broughman, Jesse Fried
Articles by Maurer Faculty
Incomplete contracting theory suggests that VC cash flow rights - including liquidation preferences - may be subject to renegotiation. Using a hand-collected dataset of sales of Silicon Valley firms, we find common shareholders do sometimes receive payment before VCs' liquidation preferences are satisfied. However, such deviations tend to be small. We also find that renegotiation is more likely when governance arrangements, including the firm's choice of corporate law, give common shareholders power to impede the sale. Our study provides support for incomplete contracting theory, improves understanding of VC exits, and suggests that choice of corporate law matters in private firms.
Personal Jurisdiction Over Foreign Directors In Cross-Border Securities Litigation,
2010
Indiana University Maurer School of Law
Personal Jurisdiction Over Foreign Directors In Cross-Border Securities Litigation, Hannah L. Buxbaum
Articles by Maurer Faculty
No abstract provided.
An Examination Of The Government Accounting Standards Board,
2010
Claremont McKenna College
An Examination Of The Government Accounting Standards Board, Christopher D. Jones
CMC Senior Theses
This thesis examines the Government Accounting Standards Board by considering its history, current structure, and treatment of a current accounting standards debate. It then uses this examination to make recommendations as to reforms of the GASB and government accounting.
