Fractionalizing Investment Securities: Using Fintech To Expand Financial Inclusion,
2024
Duke Law School
Fractionalizing Investment Securities: Using Fintech To Expand Financial Inclusion, Steven L. Schwarcz, Robert Bourret
Faculty Scholarship
Recent innovations in financial technology, or “FinTech,” are enabling the fractionalization of investment securities, such as shares of stock and bonds. We explain how this fractionalization can fundamentally expand financial inclusion both for investors and for businesses, including small and medium-sized enterprises (SMEs). Using the fractionalization of investment securities as a model, we also counter the argument that FinTech-enabled transactions should not need regulation because they are governed by mathematical algorithms under so-called smart contracts. Additionally, we derive and test a regulatory framework to identify and help to mitigate the risks caused by fractionalization. In the process, we also explain …
The Rise Of Private Equity Continuation Funds,
2024
Duke Law School
The Rise Of Private Equity Continuation Funds, Kobi Kastiel, Yaron Nili
Faculty Scholarship
This Article provides the first comprehensive examination of an emerging practice within the private equity sector: continuation funds. Continuation funds break from the traditional private equity model by allowing sponsors to hold on to assets beyond the typical fund term and, instead of selling the assets to third parties, sell them to their own newly established fund. Lauded by the private equity industry as providing “optionality” to investors by allowing them to cash out or roll over, continuation funds have grown to represent a major segment of investment activity in the United States. Despite their surging popularity among private equity …
The Limits Of Individual Prosecutions In Deterring Corporate Fraud,
2024
Duke Law School
The Limits Of Individual Prosecutions In Deterring Corporate Fraud, Samuel W. Buell
Faculty Scholarship
Fifteen years after the largest financial scandal and economic crisis in a century, discussion of the problem of corporate crime too often borders on cliché. Endless calls from Congress, the media, the public, many scholars, and even the Justice Department itself, to recommit, over and over, to locking up more managers and executives to deter corporate wrongdoing portray the problem as relatively straightforward and blame legislative and executive failure of will. Through examination of the litigation record from over 100 prosecutions spanning the period from the 2008 financial crisis to the present, this Article presents evidence that relying on individual …
The Small Business Killer: How Fincen Enforcement Of The Cta Could Destroy The Last Bastion Of The American Dream,
2024
St. Mary's University School of Law
The Small Business Killer: How Fincen Enforcement Of The Cta Could Destroy The Last Bastion Of The American Dream, Samantha M. Alecozay
Faculty Articles
The Corporate Transparency Act (CTA), passed into law in 2021 and made effective January 1, 2024, mandates the creation of a nationwide database that collects owner information of certain legal entities to help combat money laundering and other illicit financial activities. The CTA requires that the legal entity owners provide necessary information directly to the federal government, rather than relying on state and/or federal government officials to collect the information on their behalf. Further, failure to comply may result in the legal entity and owners incurring significant civil penalties of up to $591 per day of violation and even criminal …
Pricing Corporate Governance,
2023
University of Michigan Law School
Pricing Corporate Governance, Albert Choi
Articles
Scholars and practitioners have long theorized that by penalizing firms with unattractive governance features, the stock market incentivizes firms to adopt the optimal governance structure at their initial public offerings (IPOs). This theory, however, does not seem to match with practice. Not only do many IPO firms offer putatively suboptimal governance arrangements, such as staggered boards and dual-class structures, but these arrangements have been gaining popularity among IPO firms. This Article argues that the IPO market is unlikely to provide the necessary discipline to incentivize companies to adopt the optimal governance package. In particular, when the optimal governance package differs …
Drowning Unicorns: The Case Against More Disclosure In Private Markets,
2023
Brooklyn Law School
Drowning Unicorns: The Case Against More Disclosure In Private Markets, Matthew Whang
Brooklyn Journal of Corporate, Financial & Commercial Law
This Note traces the economic and legal factors that led to the proliferation of unicorn companies—private, venture-backed startups valued over one billion dollars—over the past decade and argues that unicorn companies should be subject to fewer security disclosures. A lighter disclosure regime fosters greater private-market illiquidity, which, in turn, better aligns an investor’s profit motive with prudential corporate management. Because they cannot flee at the first sign of trouble, shareholders are incentivized to play a more active role in overseeing management and eschew risky decisions that threaten the well-being of a company to avoid losing their investments. Given the dynamic …
Whom Is Corporate Esg Integration For?,
2023
Brooklyn Law School
Whom Is Corporate Esg Integration For?, Ryan Brennan
Brooklyn Journal of International Law
Notions of corporate social responsibility (CSR) and more recently, environmental, social, and governance (ESG) have found their way into the boardrooms of the world’s largest corporations. The prominence of this trend has revived the timeless debate over the true function of for-profit business. Traditional theory calls for a corporation to maximize shareholder’s profits—a view known as “shareholder primacy.” A competing contemporary school of thought finds that corporate purpose naturally extends beyond generating return on the investment of a given shareholder to reflect social objectives and the many dependent constituents of a business. As it stands, US corporate law tracks the …
After Ftx: Can The Original Bitcoin Use Case Be Saved?,
2023
Texas A&M University School of Law
After Ftx: Can The Original Bitcoin Use Case Be Saved?, Mark Burge
Faculty Scholarship
Bitcoin and the other cryptocurrencies spawned by the innovation of blockchain programming have exploded in prominence, both in gains of massive market value and in dramatic market losses, the latter most notably seen in connection with the failure of the FTX cryptocurrency exchange in November 2022. After years of investment and speculation, however, something crucial has faded: the original use case for Bitcoin as a system of payment. Can cryptocurrency-as-a-payment-system be saved, or are day traders and speculators the actual cryptocurrency future? This article suggests that cryptocurrency has been hobbled by a lack of foundational commercial and consumer-protection law that …
What Twenty-First-Century Free Speech Law Means For Securities Regulation,
2023
University of Colorado School of Law
What Twenty-First-Century Free Speech Law Means For Securities Regulation, Helen Norton
Notre Dame Law Review
Securities law has long regulated securities-related speech—and until recently, it did so with little, if any, First Amendment controversy. Yet the antiregulatory turn in the Supreme Court’s twenty-first-century Free Speech Clause doctrine has inspired corporate speakers’ increasingly successful efforts to resist regulation in a variety of settings, settings that now include securities law. This doctrinal turn empowers courts, if they so choose, to dismantle the securities regulation framework in place since the Great Depression. At stake are not only recent governmental proposals to require companies to disclose accurate information about their vulnerabilities to climate change and other emerging risks, but …
Fireside Chat | Luke Charleston ’08 In Complex Financings And Transactions,
2023
New York Law School
Fireside Chat | Luke Charleston ’08 In Complex Financings And Transactions, Ronald H. Filler Institute For Financial Services Law
Ronald H. Filler Institute for Financial Services Law
October 26, 2023
Lunch Talk | Matthew Sadofsky '96: Capital Markets: Down And Dirty With Ipo Due Diligence,
2023
New York Law School
Lunch Talk | Matthew Sadofsky '96: Capital Markets: Down And Dirty With Ipo Due Diligence, Ronald H. Filler Institute For Financial Services Law
Ronald H. Filler Institute for Financial Services Law
October 24, 2023
Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23,
2023
University of Missouri - Kansas City, School of Law
Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Faculty Works
This comment letter responds to the Securities and Exchange Commission’s proposed rule Release Nos. 34-97990; IA-6353; File Number S7-12-23 - Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers. Our comments draw on our scholarship relating to laypersons’ participation in securities markets and the corporate sector as well as on the role of technology in corporate governance.
We express concerns that the SEC’s proposed regulation undermines individuals’ ability to access capital markets in an efficient and cost-effective manner. In the era of excessive concentration of equities ownership and power, often with negative societal …
Table Of Contents,
2023
Seattle University School of Law
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
Why U.S. States Need Their Own Cannabis Industry Banks,
2023
Drake University Law School
Why U.S. States Need Their Own Cannabis Industry Banks, Christoph Henkel, Randall K. Johnson
Faculty Works
The legal cannabis trade is the fastest growing industry in the United States. In 2019, about 48.2 million Americans used the drug at least once. As such, it is easy to see why the legal cannabis trade may generate annual revenues exceeding $30 billion in Fiscal Year 2022 alone.
One inconvenient truth, however, is that the parties to any cannabis trade may face a range of difficulties due to conflicts between federal and state laws. These difficulties include the fact that many financial institutions are reluctant to handle cannabis proceeds. One reason is that a lack of alignment in terms …
Twenty Years After Krieger V Law Society Of Alberta: Law Society Discipline Of Crown Prosecutors And Government Lawyers,
2023
Schulich School of Law, Dalhousie University
Twenty Years After Krieger V Law Society Of Alberta: Law Society Discipline Of Crown Prosecutors And Government Lawyers, Andrew Flavelle Martin
Articles, Book Chapters, & Popular Press
Krieger v. Law Society of Alberta held that provincial and territorial law societies have disciplinary jurisdiction over Crown prosecutors for conduct outside of prosecutorial discretion. The reasoning in Krieger would also apply to government lawyers. The apparent consensus is that law societies rarely exercise that jurisdiction. But in those rare instances, what conduct do Canadian law societies discipline Crown prosecutors and government lawyers for? In this article, I canvass reported disciplinary decisions to demonstrate that, while law societies sometimes discipline Crown prosecutors for violations unique to those lawyers, they often do so for violations applicable to all lawyers — particularly …
Beneficial Conflicts Of Interest,
2023
Chicago-Kent College of Law
Beneficial Conflicts Of Interest, Anita K. Krug
Cardozo Law Review
Conflicts of interest exist in both professional and private settings, and everyone experiences them from time to time. If a person harboring a conflict acts on it—meaning the person acts against interests she ought to uphold—innocent parties may be harmed. Accordingly, the key to addressing a conflict in most settings is to eliminate it, such as by prohibiting conflicted behavior or recusing oneself from a deliberative process. However, conflicts of interest have a special character in the securities realm, both because they are ubiquitous given financial firms’ myriad competing interests and because the goal of the agency charged with addressing …
Penyelenggaraan Pelindungan Data Pribadi Oleh Notaris Berdasarkan Undang-Undang Nomor 27 Tahun 2022 Tentang Pelindungan Data Pribadi,
2023
University of Indonesia
Penyelenggaraan Pelindungan Data Pribadi Oleh Notaris Berdasarkan Undang-Undang Nomor 27 Tahun 2022 Tentang Pelindungan Data Pribadi, Intan Permata Mipon, Mohamad Fajri Mekka Putra
Jurnal Hukum & Pembangunan
The endorsement of the Personal Data Protection Law (“UU PDP”) is aimed to providing legal certainty regarding protection for Indonesian citizens against various types of digital crimes. Therefore, entities processing personal data must adhere to the rules and principles stipulated in the UU PDP. In line with this, a Notary in the execution of their services is not exempt from storing and processing their clients personal data to be included in Notarial deed. Hence, under the Notary Profession Law, a Notary has the obligation to maintain the confidentiality of their profession while carrying out their duties. This raises the question …
The Panuwat Snowball: Correlation Does Not Equal Materiality,
2023
The Catholic University of America, Columbus School of Law
The Panuwat Snowball: Correlation Does Not Equal Materiality, Tanner Gattuso
Catholic University Law Review
Insider trading is a term of art referencing the fraudulent practice of trading securities in a company on the basis of material, nonpublic information about that same company in breach of some duty owed to another. The practice erodes the public’s trust in the integrity of our capital markets for a reason that is rather intuitive: it is inherently unfair to allow an individual to make a quick and certain profit by exploiting material, nonpublic information to which he privy due solely to his position in a company or some other relationship of trust and confidence. In this context, unrelenting …
Federal Data Privacy Regulation: Do Not Expect An American Gdpr,
2023
DePaul University College of Law
Federal Data Privacy Regulation: Do Not Expect An American Gdpr, Matt Buckley
DePaul Business & Commercial Law Journal
No abstract provided.
Legal Representation And The Metaverse: The Ethics Of Practicing In Multiple Realities,
2023
DePaul University College of Law
Legal Representation And The Metaverse: The Ethics Of Practicing In Multiple Realities, Madeline Brom
DePaul Business & Commercial Law Journal
No abstract provided.
