Fraud On Any Market,
2022
University of Georgia Terry College of Business
Fraud On Any Market, Gregory Day, John T. Holden, Brian M. Mills
Indiana Law Journal
Claims of securities fraud had historically failed because investors seldom rely on false or misleading statements when transacting securities. To bolster confidence in securities markets, the U.S. Supreme Court adopted a doctrine called “fraud-on-the-market” so that duped investors can show detrimental reliance without ever encountering the fraudulent statements. The doctrine assumes that a stock’s price reflects all material information, meaning that an investor who bought tainted stock has constructively relied on the fraud.
Fraud-on-the-market is not only unavailable in other markets but is also embattled within securities law. The doctrine has endured volleys of criticisms about whether markets actually absorb …
Is Bitcoin Prudent? Is Art Diversified? Offering Alternative Investments To 401(K) Participants,
2022
Benjamin N. Cardozo School of Law
Is Bitcoin Prudent? Is Art Diversified? Offering Alternative Investments To 401(K) Participants, Edward A. Zelinsky
Articles
Whether 401(k) plans’ investment menus should feature “alternative” investments is a fact-driven inquiry applying ERISA’s fiduciary standards of prudence, loyalty, and diversification. Central to this fact-driven inquiry is whether the alternative investment class in question is broadly accepted by investors in general and by professional defined benefit trustees in particular. A similarly salient concern when making this inquiry is the financial unsophistication of many, perhaps most, 401(k) participants. Accounting for these considerations, this Article concludes that REITs, private equity funds, and hedge funds can, with limits, today be offered as investment choices to 401(k) participants, but that cryptocurrencies (including Bitcoin), …
Regulating Dynamic Risk In Changing Market Conditions,
2022
William & Mary Law School
Regulating Dynamic Risk In Changing Market Conditions, Susan Navarro Smelcer, Anne Tucker, Yusen Xia
William & Mary Business Law Review
How successful are the SEC's attempts to regulate dynamic risk in financial markets? Using mutual fund disclosure data from two financial shocks--the Puerto Rican debt crisis and COVID-19--this Article finds evidence that SEC open-ended regulations, like the obligation to disclose changing market conditions, are largely successful in capturing dynamic, future risk. Funds engage in widespread and, often, detailed disclosures for new risks--although these disclosures vary widely in specificity. But not all funds disclose new risks. This creates perverse incentives for funds to opt out of disclosure or downplay threats with boilerplate language when new risks are emerging. This Article recommends …
High-End Bargaining Problems,
2022
BYU Law School
High-End Bargaining Problems, William W. Clayton
Vanderbilt Law Review
Many important areas of the law place great confidence in the ability of contracting parties to bargain effectively. In this Article, I question the wisdom of a formalistic faith in bargaining by identifying flaws in the bargaining process at the high end of the market, where parties are sophisticated and have substantial resources to aid them in bargaining.
My analysis focuses on the private equity fund industry, which is widely regarded as one of the most elite contracting spaces in the market. Because of rigorous investor qualification laws and other distinctive features of private equity funds, this industry enjoys many …
Disclosure Of Private Climate Transition Risks,
2022
William & Mary Law School
Disclosure Of Private Climate Transition Risks, Michael P. Vandenbergh
William & Mary Law Review
This Article identifies a gap in the securities disclosure regime for climate change and demonstrates how filling the gap can improve financial disclosures and accelerate climate change mitigation. Private climate initiatives have proliferated in the last decade. Often led by advocacy groups, these private initiatives have used naming and shaming campaigns and other means to induce investors, lenders, insurers, retail customers, supply chain customers, and employees to pressure firms to engage in climate change mitigation. Based on an empirical assessment of the annual reports filed with the Securities and Exchange Commission (SEC) by Fortune 100 firms and the largest firms …
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?,
2022
Villanova University Charles Widger School of Law
The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?, Patrick Dunbar
Villanova Environmental Law Journal (1991 - )
No abstract provided.
Lunch Lecture | Matthew Baum '09: Defending Clients From Investor Arbitration Claims,
2022
New York Law School
Lunch Lecture | Matthew Baum '09: Defending Clients From Investor Arbitration Claims, Ronald H. Filler Institute For Financial Services Law
Ronald H. Filler Institute for Financial Services Law
March 8, 2022
More Cowbell: Freeing Insider-Trading Liability For Mere-Thieves From The Supreme Court’S Twentieth-Century Devotion To The Cult Of Common-Law Doctrinal Analysis,
2022
University of Nevada, Las Vegas -- William S. Boyd School of Law
More Cowbell: Freeing Insider-Trading Liability For Mere-Thieves From The Supreme Court’S Twentieth-Century Devotion To The Cult Of Common-Law Doctrinal Analysis, Robert Steinbuch
Nevada Law Journal
No abstract provided.
Initial Public Offering And Optimal Corporate Governance,
2022
University of Michigan Law School
Initial Public Offering And Optimal Corporate Governance, Albert H. Choi
Law & Economics Working Papers
This paper examines the long-standing debate over whether firms have a market-based incentive to adopt optimal governance provisions at their initial public offering (IPO). Various scholars and practitioners have argued that firms that offer stock to the public with suboptimal governance structure will be penalized by the market through a lower IPO price. At the same time, others have documented empirical evidence that many IPO firms have putatively suboptimal governance provisions, such as anti-takeover provisions and dual class structure, and many, especially those with dual-class structure, enjoy a market premium at their IPO. This paper attempts to bridge this gap. …
Lunch Lecture | A Career At The Financial Industry Regulatory Authority (Finra),
2022
New York Law School
Lunch Lecture | A Career At The Financial Industry Regulatory Authority (Finra), Ronald H. Filler Institute For Financial Services Law
Ronald H. Filler Institute for Financial Services Law
February 17, 2022
Federally Mandated Online Sales Tax: A Logistical Solution For The Future Of E-Commerce,
2022
Depaul University College of Law
Federally Mandated Online Sales Tax: A Logistical Solution For The Future Of E-Commerce, Daniel O'Connor
DePaul Business & Commercial Law Journal
No abstract provided.
Economic Structural Transformation And Litigation: Evidence From Chinese Provinces, To Economic Change And Restructuring,
2022
Drake University Law School
Economic Structural Transformation And Litigation: Evidence From Chinese Provinces, To Economic Change And Restructuring, Doug Bujakowski, Joan Schmit
DePaul Business & Commercial Law Journal
No abstract provided.
The "Business Interruption" Insurance Coverage Conundrum: Covid-19 Presents A Challenge,
2022
University of North Dakota School of Law
The "Business Interruption" Insurance Coverage Conundrum: Covid-19 Presents A Challenge, Paul E. Traynor
DePaul Business & Commercial Law Journal
No abstract provided.
Misalighned Incentives In Markets: Envisioning Finance That Benefits All Of Society,
2022
University of Calgary
Misalighned Incentives In Markets: Envisioning Finance That Benefits All Of Society, Dr. Ryan Clements
DePaul Business & Commercial Law Journal
No abstract provided.
What’S A Nice Company Like Goldman Sachs Doing In The Supreme Court? How Securities Fraud Class Actions Rip Off Ordinary Investors–And What To Do About It,
2022
Villanova University Charles Widger School of Law
What’S A Nice Company Like Goldman Sachs Doing In The Supreme Court? How Securities Fraud Class Actions Rip Off Ordinary Investors–And What To Do About It, Richard A. Booth
Villanova Law Review (1956 - )
No abstract provided.
The Evolution Of Doj And Sec Expectations For Corporate Compliance Programs And Staying Ahead Of The Curve,
2022
DLA Piper
The Evolution Of Doj And Sec Expectations For Corporate Compliance Programs And Staying Ahead Of The Curve, Brian H. Benjet, Jamie Kurtz
Villanova Law Review (1956 - )
No abstract provided.
Why Comparability Is A Greater Problem Than Greenwashing In Esg Etfs,
2022
William & Mary Law School
Why Comparability Is A Greater Problem Than Greenwashing In Esg Etfs, Ryan Clements
William & Mary Business Law Review
This Article argues that comparability in environmental, social, and governance (ESG) exchange traded funds (ETFs) is a much greater problem than greenwashing. Rising demand for sustainable investment products in recent years has been met with an explosion in ESG ETF varieties, and numerous ESG-themed funds have captured massive capital inflows. There is little evidence, however, that deceptive “greenwashing” is widespread in ETFs. ETF issuers face significant reputational costs from such behavior, and there are effectively no consumer switching costs for hyperliquid, easily accessible ETFs. While nondeceptive practices of asset managers are observable in the zero-sum, highly competitive, asset management game …
Section 546(E) Redux—The Proper Framework For The Construction Of The Terms Financial Institution And Financial Participant Contained In The Bankruptcy Code After The U.S. Supreme Court’S Holding In Merit,
2022
Thurgood Marshall School of Law
Section 546(E) Redux—The Proper Framework For The Construction Of The Terms Financial Institution And Financial Participant Contained In The Bankruptcy Code After The U.S. Supreme Court’S Holding In Merit, Peter V. Marchetti
Cardozo Law Review
This Article discusses and analyzes the proper framework for the construction of the terms “financial institution” and “financial participant” as defined in Sections 101(22)(A) and 101(22A) of the Bankruptcy Code (the Code), as they work in tandem with Section 546(e) of the Code. In 2018, the U.S. Supreme Court issued its long awaited decision in Merit, which held that the language regarding transfers “made by or to (or for the benefit of) . . . a financial institution” contained in Section 546(e) does not insulate the ultimate transferee of a constructive fraudulent action (a CFTA) simply because the company being …
Separating Governance Tokens From Securities: How The Utility Token May Fall Short Of The Investment Contract,
2022
Benjamin N. Cardozo School of Law
Separating Governance Tokens From Securities: How The Utility Token May Fall Short Of The Investment Contract, Kyle Bersani
Cardozo Law Review
No abstract provided.
What’S In The Forecast For The Spac Boom & The Pslra?,
2022
Saint Louis University School of Law
What’S In The Forecast For The Spac Boom & The Pslra?, Nick Krone
SLU Law Journal Online
Special Purpose Acquisition Companies (SPACs) have exploded in popularity. These so-called “blank check” companies are used as vehicles to take companies public without going through a traditional IPO process. Financial projections in SPACs are currently protected by the safe harbor for forward-looking statements afforded by the Private Securities Litigation Reform Act (PSLRA). In this article, Nick Krone examines whether SPACs should be protected by the PSLRA.
