Securities Law Commons^™

Dual-Class Capital Structures: A Legal, Theoretical & Empirical Buy-Side Analysis, Christopher C. Mckinnon

Michigan Business & Entrepreneurial Law Review

“The advantage of a dual-class share structure is that it protects entrepreneurial management from the demands of ordinary shareholders. The disadvantage of a dual-class share structure is that it protects entrepreneurial management from the demands of shareholders.” Issuing dual classes of stock has become hotly debated since two major events transpired in 2014: (1) Facebook acquired WhatsApp for $19 billion and (2) Alibaba chose to list its shares on the New York Stock Exchange (NYSE) instead of the Hong Kong Exchange. Because dual-class managers, like those at Facebook and Alibaba, retain a controlling voting block, their decisions are immune from …

Finra Dispute Resolution Task Force Releases Its Final Report, With Support For Mediation And Live Hearings, Jill I. Gross

Elisabeth Haub School of Law Faculty Publications

This article briefly describes the task force’s formation; highlights its key recommendations (such as requiring mediation before arbitration of all claims—subject to party opt-out, and introducing a more affordable, live hearing option for small claims); analyzes in more detail a few more controversial suggestions (such as expressly banning class action waivers in customer agreements and increasing the use of explained awards), and critiques the task force’s inability to reach consensus on other hot-button issues, such as mandatory arbitration.

Emerging Practices In Community Development Agreements, Jennifer Loutit, Jacqueline Mandelbaum, Sam Szoke-Burke

Columbia Center on Sustainable Investment Staff Publications

A Community Development Agreement or CDA can be a vital mechanism for ensuring that local communities benefit from large-scale investment projects, such as mines or forestry concessions. In formalizing agreements between an investor and a project-affected community, CDAs set out how the benefits of an investment project will be shared with local communities. In some countries CDAs are required by domestic legislation; in others, they are entered into voluntarily. The most effective CDAs are also adapted to the local context, meaning that no single model agreement or process will be appropriate in every situation. Nonetheless, leading practices are emerging which …

Security And Privacy Must Not Be Traded Off Against Each Other, Tan K. B. Eugene

Research Collection Yong Pung How School Of Law

Last week, a United States federal judge ordered Apple to assist the Federal Bureau of Investigation to gain entry into an encrypted iPhone used by Syed Rizwan Farook to know where Farook and his wife had been and who had helped them in their terrorist act last December. Farook and his wife shot and killed 14 people in San Bernardino, California, before the police killed them.

Fighting For Market Share: How A Trade-At Rule Can Improve Market Efficiency, Maria Zyskind

Chicago-Kent Law Review

The last several decades have seen the stock market transform from an exchange-dominated marketplace to a fragmented arena where trading is dispersed among various locales. Gone are the days where exchanges served as the primary marketplaces for order execution. Today, many orders execute at off-exchange venues. Namely, investors can choose from thirteen exchanges, several electronic communication networks, and more than forty dark pools. This Note analyzes the impact of off-exchange trading and the implementation of a trade-at rule as a remedy for the consequences associated with off-exchange trading.

When Insider Trading And Market Manipulation Cross Jurisdictions: What Are The Challenges For Securities Regulators And How Can They Best Preserve The Integrity Of Markets?, Janet Elizabeth Austin

PhD Dissertations

Over the last few decades world securities markets have become significantly more sophisticated in terms of how securities are traded as well as the variety of securities traded. My hypothesis is that the ability of securities regulators to take enforcement action against market abuse has not kept pace with the level of sophistication of the markets and, in particular, the way in which trading can take place across borders and the manner in which market related information can spread rapidly across the world. I argue that that regulators need to do more to protect the integrity of the markets by …

Is Transparency The Answer? Reconciling The Fiduciary Duties Of Public Pension Plans And Private Funds, In 2016 Private Fund Report: Public Pension Plans And Private Funds - Common Goals, Conlicting Interests (2016), Cary Martin Shelby

Books and Chapters

Public pension plans manage over $3 trillion in assets on behalf of millions of state and local government workers across the country. The trustees of such plans (“Trustees”) invest the bulk of these assets into a variety of equities and bonds, with the hopes of earning sufficient returns to finance the retirement of these countless public sector workers. In recent years however, Trustees have grown more creative in selecting their underlying investment allocations. Alternative investments, such as hedge funds and private equity funds for example provide unique opportunities for Trustees to maximize returns, protect against declining markets, and to diversify …

The Case For A Uniform Definition Of A Leveraged Loan, Zachary L. Pechter

Florida State University Law Review

Over the past twenty years, leveraged loans and high yield bonds have converged into similar instruments, sparking a debate as to whether leveraged loans should be regulated as securities like high yield bonds. This Note recognizes problems with the current regulatory framework for leveraged loans and shows that leveraged loans are not securities and should not be regulated as such. Instead of regulating leveraged loans as securities, which would likely be more costly than beneficial and contrary to the SEC’s mission statement, the SEC should promulgate a uniform definition of a leveraged loan. This solution would alleviate problems such as …

A Place Of Their Own Crowds In The New Market For Equit Crowdfunding, Seth C. Oranburg

Law Faculty Scholarship

[Excerpt] "Is small better than large? When it comes to normative business law policy, many seem to think so. Many scholars attribute the 2007–08 financial crisis to mis-regulation of large banks. Many others attribute the subsequent economic recovery to jobs created by small businesses. While the “99%” protested big banks on Wall Street, the “Startup America” grassroots campaign for small business garnered political support for corporate-finance legislation. Within a two-year period, Congress passed the JOBS Act—which tripled private company shareholder limits, authorized federal equity crowdfunding, and created the “mini-IPO” Regulation A+— and the Dodd-Frank Act—which seeks to end “too big …

Justice Stevens And Securities Law, Lyman P.Q. Johnson, Jason A. Cantone

Scholarly Articles

In this Article, we tell the overlooked story of Justice Stevens's important role in Supreme Court securities law decisions. In Part I, where we briefly highlight Stevens's career before his 1975 appointment to the Supreme Court, we observe that we can identify no evident interest in or connection to federal securities law or the securities industry, making his contributions all the more remarkable. The only foreshadowing of his prolific opinion-writing on the subject of securities law was his voluminous writing of opinions, in general, while serving on the Seventh Circuit Court of Appeals. This commitment to authoring opinions stemmed, in …

Friends With Benefits: Analyzing The Implications Of United States V. Newman For The Future Of Insider Trading, Tebsy Paul

American University Business Law Review

No abstract provided.

Sos: Saving The Secondary Mortgage Market From The Consumer Financial Protection Bureau’S Ability-To-Repay Rule, 49 J. Marshall L. Rev. 857 (2016), Laquenta Rudison

UIC Law Review

No abstract provided.

Food Speculation: Between Virtual . . . And Reality, Alexandra Esmel

American University International Law Review

No abstract provided.

International Securities And Capital Markets, Jennifer Y. Poon, Manfred Ketzer, Walter Stuber, Robert Lando, Audrey Kravets, Sandeep Parekh, Perry Wildes, Ayelet Krispin, Piyansena Perera, Mario Piana

The International Lawyer

No abstract provided.

Filling The Regulatory Void In The Fx Spot Market: How Traders Rigged The Biggest Market In The World, Colleen Powers

Fordham Urban Law Journal

No abstract provided.

The Historical Basis Of Securities Arbitration As An Investor Protection Mechanism Symposium, Jill Gross

Journal of Dispute Resolution

This article describes a history of securities arbitration, and uncovers the original purpose of designating arbitration to resolve investor disputes. This article argues that both investors and the industry have disregarded this underlying purpose, causing them to view securities arbitration through a distrusting, critical lens. Rather than cynically viewing securities arbitration as a forum created by and favoring industry players, investors should view arbitration as a central and critical component in a system of investor protection. Likewise, rather than promoting mandatory arbitration as desirable because of its speed and economies, broker-dealers and SIFMA should advertise the investor-protective benefits of the …

Broker-Dealer Law Reform: Financial Intermediaries In A State Of Limbo, Alexander R. Tiktin

Brooklyn Law Review

No abstract provided.

Regulating The U.S. Treasury Market, Jerry W. Markham

Marquette Law Review

None

Macroprudential Regulation Of Mortgage Lending, Steven L. Schwarcz

Faculty Scholarship

Much regulatory effort has been devoted to improving mortgage lending, the principal source of housing finance. To date, that effort has primarily been microprudential—intended to correct market failures in order to increase economic efficiency. In contrast, and while there is some overlap, this article focuses on a more “macroprudential” regulation of mortgage lending—intended to reduce systemic risk. Although largely underdeveloped in the literature, the macroprudential regulation of mortgage lending would have two goals: an ex ante goal of preventing systemic shocks in housing finance and the housing sector, and an ex post goal of ensuring that housing finance, the housing …

Talking One's Way Out Of A Debt Crisis, Lee C. Buchheit, G. Mitu Gulati

Faculty Scholarship

The policy of Euro-area officialdom in the period 2010-2011 was to avoid, at all costs, a default and restructuring of the sovereign debt of a member of the monetary union. This policy was motivated principally, but not exclusively, by a fear that the international capital markets, if forcibly reminded of the precarious position of overindebted, growth-challenged members of a monetary union, might recoil generally from lending to European sovereigns. In short, they feared contagion.

The only alternative to permitting a debt restructuring, of course, was an official sector bailout. The afflicted countries -- Greece (until 2012), Portugal, Ireland and Cyprus …