Securities Law Commons^™

Broader Is Better: How Courts Should Determine Whether Or Not An Allegation Of Fraud Falls Under The Preemption Provision Of The Securities Litigation Uniform Standards Act, Jennifer Rose Roeske

St. John's Law Review

(Excerpt)

This Note argues that the correct approach for interpreting the scope of SLUSA's preemption language is the "literalist" approach taken by the Sixth Circuit. Part I of this Note lays out the legal framework of the Reform Act of 1995, Congress's intent in enacting the legislation, and the unintended consequences that flowed from the PSLRA's heightened pleading requirements. Part I also discusses SLUSA, what led to its passage, and its preemption language. Additionally, it looks at the Supreme Court's interpretation of preemption statutes generally, as well as the Supreme Court's broad interpretation of SLUSA in Merrill Lynch, Pierce, Fenner …

Sec In-House Tribunals: A Call For Reform, Drew Thornley, Justin Blount

Faculty Publications

I IN the aftermath of the 1929 crash of the stock market and during the height of the Great Depression, the federal government took steps to strengthen U.S. securities laws.1 To that end, via the Securities Exchange Act of 1934, the U.S. Congress (Congress) created the U.S. Securities and Exchange Commission (SEC), whose “mission [is] to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.”2 As “the primary overseer and regulator of the U.S. securities markets,” the SEC has the power to bring enforcement actions against parties it believes to be in violation of the nation’s securities …

The Vanishing Supervisor, James A. Fanto

Faculty Scholarship

No abstract provided.

Amending China's Insider Trading Prohibition - An Immodest Proposal, Nicholas C. Howson

Law & Economics Working Papers

Presented in China in conjunction with the proposed amendment of the People's Republic of China (PRC) Securities Law 2006, this paper critiques the form and application of the PRC's current insider trading prohibition and its misconceived fealty to Rule 10b-5-limiting U.S. Supreme Court-derived doctrines of fiduciary duty and misappropriation, and urges that China's amended statute and enforcement system look to the broader doctrinal formulations employed in the United Kingdom and the European Union, ironically already used by China's securities regulator pursuant to internal (and likely illegal) administrative "guidance" norms.

Regulating To Achieve Stability In The Domain Of High-Frequency Trading, Lindsey C. Crump

Michigan Telecommunications & Technology Law Review

High-frequency trading has become a darling of capital markets debate. This debate thrives because the true and long-lasting effects of high-frequency trading are still unknown. On one hand, high-frequency trading evidences recent and powerful advances in trading technology; on the other, it is said to harness speed at the expense of fairness, prudence, and stability. In part because of this duality, the regulation of high-frequency trading in the United States has been slow to develop. Other nations, however, have been quicker to react and to promulgate laws that directly, or indirectly, affect high-frequency trading. This Note explores the legal responses …

Keep Securities Reform Moving: Eliminate The Sec's Integration Doctrine, Stuart R. Cohn

UF Law Faculty Publications

Small and developing companies raising capital under the federal securities laws often face the considerable barrier imposed by the SEC's integration doctrine. Despite recent reforms in registration exemptions the integration doctrine has remained untouched and continues to be a significant problem for many companies needing multiple infusions of capital. This article examines and recommends that the integration doctrine be eliminated nearly in its entirety.

Guide To Structuring Resales Of Restricted Securities Held By Control And Non-Control Holders Under Federal And Arkansas Law, John F. Griffee

University of Arkansas at Little Rock Law Review

No abstract provided.

Shared-Use Mining Infrastructure In Sub-Saharan Africa, Sophie Thomashausen, Glen Ireland

Columbia Center on Sustainable Investment Staff Publications

The IBA’s recent Conference, Investing in Africa: Opportunities for Businesses and

the Lawyers Who Counsel Them, held in New York on 24-26 June 2015, highlighted the growing challenges and opportunities related to infrastructure needed for major mining projects in sub-Saharan Africa. The mining sector, which remains critical to many economies in the region, is being hampered by the lack of adequate transport, power and other infrastructure, as was underscored by participants in the ‘Trends in the Mining Sector’ panel. In the current depressed commodity price environment, large investments in infrastructure required to develop major, ‘world-class’ deposits is difficult to justify, …

Let Sleeping Regs Lie: A Diatribe On Regulation A'S Futility Before And After The J.O.B.S. Act, Neal F. Newman

Faculty Scholarship

Did Congress do the right thing when it attempted to revise Regulation A through Title IV of the J.O.B.S. Act or was their legislative effort an exercise in futility?

On April 4 2012, President Obama signed into law the J.O.B.S. (Jumpstart Our Business Startups) Act. The Act’s intent is to ease the regulatory burden on smaller companies when issuing securities in both private and public offerings. This paper’s specific focus is on the Act’s Title IV. Title IV makes revisions to Regulation A, a private securities offering exemption promulgated under the Securities Act of 1933.

A big problem with Regulation …

Extraterritorial Criminal Enforcement Of Securities Fraud Regulations After United States V. Vilar, Edgardo Rotman

University of Miami Law Review

In August 2013, the Court of Appeals for the Second Circuit in the case of United States v. Vilar denied extraterritorial application of the criminal law antifraud provisions contained in the Securities Exchange Act. The specific object of this paper is to criticize this decision and negate its premises.

After delving in depth into the notion of extraterritoriality, the paper offers a dynamic interpretation of the 1922 Supreme Court’s decision in United States v. Bowman, which is still the governing precedent on extraterritorial application of criminal laws. Furthermore, the paper criticizes the application of the 2010 Supreme Court’s decision …

The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane

Fordham Law Review

    This Article examines the impact of the quality of a lawyer's working relationship with his or her client on one of the most important types of capital markets deal in a company's existence: its initial public offering (IPO). Drawing on data from interviews with equity capital markets lawyers at major law firms, and analyzing data from IPOs in the United States registered with the Securities and Exchange Commission between June 1996 and December 2010, this study finds a strong association between several measures of IPO performance and the familiarity between the lead underwriter and its counsel, as measured by the …

A Safe Harbor For Communicating Or Trading On Material Nonpublic Information Obtained Through "Replicable" Methods Or Strategies: Proposed Sec Rule 10b5-Sh, Bernard Tsepelman

Cardozo Law Review

No abstract provided.

Drafting And Securitizing Participation Mortgages: A Re-Introduction, Spencer J. Coopchik, Yildiray Yildirim

The Journal of Business, Entrepreneurship & the Law

This Paper will reintroduce, explore, and expand on the financing arrangement known as a Participation Mortgage. First, this Paper will cover the features, history, and policy purposes behind the mortgage. Second, the Paper will focus on legal mechanics and drafting considerations of Participation Mortgages, so they may later be securitized. Finally, the Paper will explore the possibility and legality of creating Participation Mortgaged Backed Securities to be sold in the secondary market.

Halliburton, Basic, And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock

Villanova Law Review (1956 - )

No abstract provided.

Changing The Rules Of The Game: Beyond Disclosure Framework For Securities Regulation, Jena Martin

West Virginia Law Review

No abstract provided.

Measuring Land Rights For A Sustainable Future, Kaitlin Y. Cordes, Jeffrey D. Sachs

Columbia Center on Sustainable Investment Staff Publications

Land rights, both for individuals and for communities, are critical for achieving sustainable development. Security of land tenure and other rights to the land (sometimes held communally rather than individually) can accelerate poverty reduction, strengthen food security, and empower women. Land rights can reduce resource conflicts, as well as encourage the responsible use of natural resources. As the UN member countries begin to implement the new Sustainable Development Goals (SDGs), they should keep land rights in their focus, and measure and protect land rights in order to achieve the SDGs.

High-Speed Trading On Stock And Commodity Markets—From Courier Pigeons To Computers, Jerry W. Markham

San Diego Law Review

A growing concern in the stock and commodity markets over the last several years has been the rise of high-frequency traders (HFTs). Those traders employ high-speed computer technology for the algorithmic origination, transmission and execution of their orders through fiber optic cables and microwave towers. That technology allows HFT orders to be executed in times measured in fractions of a second. As a result of this technological advance, HFTs are now dominating trading volumes. This phenomenon has, on the one hand, led to claims by proponents of high-speed trading that HFTs are an important source of market liquidity and should …

Clearinghouses And Regulation By Proxy, Yesha Yadav

Georgia Journal of International & Comparative Law

Related to Georgia Journal of International and Comparative Law Conference: The New Roles of Corporations in Global Governance.

Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, Susan Schwab Heyman

Law School Blogs

No abstract provided.

Anti-Fraud Provisions Of The Securities Act; Erisa; Pension Plans; Section 17(A) Private Right Of Action; Daniel V. International Brotherhood Of Teamsters, Marlene P. Emery, Barbara M. Heinzerling

Akron Law Review

In Daniel v. International Brotherhood of Teamsters the Seventh Circuit Court of Appeals held that the federal securities laws apply to disclosure of information regarding employee pension and profit sharing plans. In an era when disclosure of information has become mandatory and commonplace, it is not surprising that relevant information on pension plans should be disclosed to employees. The important aspect of this case is that disclosure was required under the anti-fraud provisions of the federal securities laws, rather than under the provisions of the Employee Retirement Income Security Act (ERISA). Questions concerning the Securities and Exchange Commission's jurisdiction over …