Securities Law Commons^™

Let’S Talk About Sex: A Call For Guardianship Reform In Washington State, Sage Graves

Seattle Journal for Social Justice

No abstract provided.

Living Under The Boot: Militarization And Peaceful Protest, Charlotte Guerra

Seattle Journal for Social Justice

No abstract provided.

Let’S Invest In People, Not Prisons: How Washington State Should Address Its Ex-Offender Unemployment Rate, Sara Taboada

Seattle Journal for Social Justice

No abstract provided.

His Feminist Facade: The Neoliberal Co-Option Of The Feminist Movement, Anjilee Dodge, Myani Gilbert

Seattle Journal for Social Justice

No abstract provided.

In Her Words: Recognizing And Preventing Abusive Litigation Against Domestic Violence Survivors, David Ward

Seattle Journal for Social Justice

No abstract provided.

Persistence And Resistance: Women’S Leadership And Ending Gender-Based Violence In Guatemala, Serena Cosgrove, Kristi Lee

Seattle Journal for Social Justice

No abstract provided.

Out On A Limb: Support For A Limited Version Of Collective Scienter, Matt Mccabe

St. John's Law Review

(Excerpt)

This Note argues that the correct approach to imputing scienter to a corporation by means of the collective scienter theory is through the absurdity analysis taken by the United States Court of Appeals for the Seventh Circuit.

Collateral Damage: The Legal And Regulatory Protections For Customer Margin In The U.S. Derivatives Markets, Christian Chamorro-Courtland

William & Mary Business Law Review

This Article provides a detailed analysis ofthe laws and regulations that apply to margin posted by customers entering into futures and cleared swaps contracts in the United States. It describes the types ofmargin accounts used by Futures Commission Merchants (“FCM”) and Central Counterparties (“CCPs”). It analyzes the rights of customers upon the insolvency of their FCM.

First, this Article explains why futures customers currently receive a lower level of protection under the Commodity Exchange Act than that received by cleared swaps customers under the Dodd-Frank Act. On the one hand, futures customers currently share risk as co-owners for margin that …

Credit Default Swaps And The Empty Creditor Hypothesis—If It Ain’T Broke, Don’T Fix It, Florian Gamper

The Journal of Business, Entrepreneurship & the Law

An empty creditor is a creditor who, through the use of derivatives, especially credit default swaps (CDSs), takes a position where she retains the legal rights of a creditor but has little or no economic exposure to a borrower. Thus far, the debate on empty creditors has focused mainly on how the law should react to the perceived problem of empty creditors. The debate also covers the prominent argument that empty creditors violate the underlying corporate law assumption that creditors and shareholders hold their legal rights in proportion to their economic exposure to a company. This article argues that the …

Real Estate Crowdfunding – Modern Trend Or Restructured Investment Model?: Have The Sec’S Proposed Rules On Crowdfunding Created A Closed-Market System?, Cory Baker

The Journal of Business, Entrepreneurship & the Law

Crowdfunding is one of the fastest growing and most controversial segments of online purchasing and investing. Crowdfunding projects have been increasingly geared towards real estate development and are changing the scope of investment by enabling developers to solicit securities-based funding from the public. When the Securities and Exchange Commission (SEC) proposed its rules to allow crowdfunding under the Jumpstart Our Business Startups (JOBS) Act, it raised the issue of whether crowdfunding would be a viable option for building and owning large-scale projects. Offering developers new ways to finance projects, small investors a way in, and the socially conscious an avenue …

The Conscious Parallelism Of Wolf Packs: Applying The Antitrust Conspiracy Framework To Section 13(D) Activist Group Formation, William R. Tevlin

Fordham Law Review

Section 13(d) of the Williams Act requires all persons and groups that acquire 5 percent or more of an issuer’s outstanding stock to disclose their holdings to the Securities and Exchange Commission. Whether a group is formed under section 13(d) often is unclear. The legal precedent is ambiguous; courts give more weight to certain forms of circumstantial evidence than others without explaining why. With the substantial increase of hedge fund activism—in particular, the wolf pack tactic—further clarity or uniformity is necessary. A “wolf pack” is a loose association of hedge funds that employs parallel activist strategies toward a target corporation …

Contracting In The Age Of The Internet Of Things: Article 2 Of The Ucc And Beyond, Stacy-Ann Elvy

Articles & Chapters

This Article analyzes the global phenomenon of the Internet of Things (“IOT”) and its potential impact on consumer contracts for the sale of goods. Recent examples of IOT products include Amazon’s Dash Replenishment Service, which allows household devices to automatically reorder goods. By 2025, the IOT is estimated to have an economic impact of as much as $11.1 trillion. To date, there are approximately fifteen billion interconnected devices, and by 2020, there will be fifty billion such devices worldwide. IOT devices will revolutionize the way that consumers shop for consumable supplies and other goods. Consumers will no longer need to …

Over-The-Counter Derivatives In A Global Financial Marketplace: The Case For Uniform Global Identifiers And Compatible Reporting Requirements In Substituted Compliance Comparability Determinations, Kimberly R. Thomasson

Catholic University Law Review

The 2008 financial crisis prompted a global regulatory overhaul of over-the-counter derivative markets. The Dodd-Frank Act mandated the CFTC and SEC to issue new rules and regulations to bring the majority of the OTC derivative market out of the dark on onto regulated exchanges. Similar action was taken in the European Union and other G20 nations. There has been a push to harmonize rules for OTC derivatives across jurisdictions to make the market more efficient and eliminate regulatory arbitrage. This Comment focuses on the process for a regulated entity in the US and EU to “substitute compliance” with its home …

The Imperfect State Of Patent Perfection, Yongae Jun

Akron Intellectual Property Journal

The state of the law regarding perfection of security interests in patents is uncertain. Attorneys advise their clients to record with both the state and the federal registration systems in order to perfect their security interests. Moreover, the Supreme Court missed its opportunity to clarify the ambiguity when it denied certiorari to Cybernetic Services. This comment will attempt to make sense of this area of the law and formulate an opinion as to what the law should be. Part II of this comment will interpret Section 261 through textual analysis, canons of construction, and legislative history. Part III will explore …

Helping Yourself While Serving Two Masters: Do Specialists Violate Rule 10b-5 When They Interposition?, Roman Asudulayev

Fordham Urban Law Journal

The decision of the Second Circuit in United States v. Finnerty (Finnerty III) was the culmination of a number of District Court decisions that found that specialists on the New York Stock Exchange (NYSE) could not be held liable for fraud under Rule 10b-5 for interpositioning, whereby they put themselves between buy and sell limit orders, in violation of NYSE rules, and profited on the spread. Finnerty III and its District Court sibling decisions were wrongly decided. Specialists presented a uniquely thorny issue of agency law to the Federal Courts in New York. This issue was under-analyzed by the Federal …

Why Now Is The Time To Statutorily Ban Insider Trading Under The Equality Of Access Theory, Bruce W. Klaw

William & Mary Business Law Review

This Article makes the case for a new U.S. statutory provision that defines and prohibits insider trading under an “equality of access” theory. It supports this claim, and contributes to the important public dialogue concerning this prevalent practice, by highlighting the moral and legal gaps in existing U.S. law that result from understanding the harms of trading on the basis of material nonpublic information solely with reference to fiduciary breach or misappropriation, as evidenced by the recent cases of United States v. Newman and United States v. Salman. It weaves legal analysis together with current literature in business ethics, moral …

Chinese Regulation Of Issuer Earnings Forecasts: Recommendations For An Ex Ante Legal Framework, Chengxi Yao

William & Mary Business Law Review

No abstract provided.

Newsroom: Ap: Chung On 38 Studios Settlement 03-14-2016, Michelle R. Smith, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Bringing Continuity To Cryptocurrency: Commercial Law As A Guide To The Asset Categorization Of Bitcoin, Evan Hewitt

Seattle University Law Review

This Note will undertake to analyze bitcoin under the Uniform Commercial Code (UCC) and the Internal Revenue Code (IRC)—two important sources of commercial law—to see whether any existing asset categories adequately protect bitcoin’s commercial viability. This Note will demonstrate that although commercial law dictates that bitcoin should—nay must—be regulated as a currency in order to sustain its existence, the very definition of currency seems to preclude that from happening. Therefore, this Note will recommend that we experiment with a new type of asset that receives currency-like treatment, specifically designed for cryptocurrencies, under which bitcoin can be categorized in order to …

Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin

Seattle University Law Review

In 1976, Michael Jensen and William Meckling published a paper reintroducing agency theory that explained how the modern corporation is structured to serve dispersed shareholders. They purported to describe the world as it exists but, in fact, they described a utopia, and their piece was read as a blueprint for that utopia. We take a page from the sociology of knowledge to argue that, in the modern world, economic theories function as prescriptions for behavior as much as they function as descriptions. Economists and management theorists often act as prophets rather than scientists, describing the world not as it is, …