Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

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Thursday, March 10, 2011

SEC On Capitol Hill

Today was a big day for the SEC on Capitol Hill, as Chair Mary Schapiro testified before two different oversight committees on the SEC's budget and ethical issues:

Testimony on the Financial Management, Work Force Management and Internal Operations of the U.S. Securities and Exchange Commission by Chairman Mary L. Schapiro Before the Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs and the Subcommittee on Government Organization, Efficiency and Financial Management of the U.S. House of Representatives Committee on Oversight and Government Reform, March 10, 2011

Testimony Before the Subcommittee on Securities, Insurance, and Investment
by Chairman Mary Schapiro Before the Committee on Banking, Housing, and Urban Affairs United States Senate, March 10, 2011

In addition, the heads of five divisions of the agency were called before yet another oversight committee today:

Testimony on Budget and Management of the U.S. Securities and Exchange Commission by
Robert Khuzami, Director, Division of Enforcement
Meredith Cross, Director, Division of Corporation Finance
Robert Cook, Director, Division of Trading and Markets
Carlo di Florio, Director, Office of Compliance Inspections and Examinations
Eileen Rominger, Director, Division of Investment Management
U.S. Securities and Exchange Commission

Before the United States House of Representatives Committee on Financial Services
Subcommittee on Capital Markets, Insurance and Government-Sponsored Enterprises
Thursday, March 10, 2011

For media coverage, see:

InvNews, SEC runs into GOP wall while seeking more scratch

NYTimes, S.E.C. Head Admits Misstep in Madoff Ethics Issue

WSJ, Schapiro Defends Bid for SEC Funding Boost

March 10, 2011 in News Stories, SEC Action | Permalink | Comments (0) | TrackBack (0)

ProPublica: SEC's in the Hot Seat

It's hard to keep up with all the complaints and criticisms involving the SEC, conflicts of interest and ethics charges from Republican oversight committees as well as outside watchdog groups.  ProPublica has a good summary: SEC in the Hot Seat, Facing Ongoing Funding Fight and Criticism Over Ethics

March 10, 2011 | Permalink | Comments (0) | TrackBack (0)

Consultant Issues Report on SEC's Operations and Organization

An independent consultant today presented Congress with a report examining the organization and operations of the Securities and Exchange Commission, as required by Section 967 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The consultant, the Boston Consulting Group, focused its attention on four broad areas: organization structure, personnel and resources, technology and resources, and the SEC's relationship with self-regulatory organizations.

In response to the report, SEC Chairman Mary L. Schapiro issued the following statement:

"I welcome today's report and the analysis performed by the consultant.

"I am pleased that the report recognizes the many initiatives we have taken over the past two years to increase the agency's efficiency and effectiveness. Yet, I know there is more to be done.

"Importantly, the report of the independent consultant confirms the concerns I have been expressing that the SEC does not have the resources to perform all the activities expected of us.

"As the report notes, despite the growth of our responsibilities and market complexities, the SEC's resources have not kept pace. This capacity gap places our markets and America's investors at risk.

"I believe that investors need an SEC with added staff and better technology to properly police Wall Street.

"The independent consultant's report offers valuable recommendations that will help us improve SEC operations and market oversight. In fact, I am immediately undertaking the following first steps:

I plan to ask for the authority to expand the responsibility and strengthen the authority of our Chief Operating Officer by moving under him all of the functions that currently report to our Office of the Executive Director.

I also have assigned to our COO the responsibility for leading a series of working groups that are being created to address each of the report's recommendations. He, along with other members of our senior leadership team, will ensure that we report to Congress and the public on our progress.

"These are significant steps, but they will not be our last. In the coming months we will report back to Congress on the other steps we will be taking to effectively and efficiently fulfill our market oversight and investor protection mission."

 

March 10, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

Call For Papers -- Midwest Corporate Law Scholars Conference June 15, 2011

The Midwest Corporate Law Scholars Conference (MCLSC) meeting will be Wednesday, June 15th, at The Ohio State University Michael E. Moritz College of Law in Columbus, Ohio. This is the second annual meeting of the MCLSC, and we are opening up the meeting to all corporate law scholars.  Presentations will start in the morning and end late afternoon. There will be an on-campus lunch and breakfast, as well as an informal off-campus dinner Wednesday night following the end of the conference. We welcome all on-topic paper submissions and will attempt to provide the opportunity for all submitted papers to be presented.  Junior scholars are particularly encouraged to submit papers, and we will attempt to assign a commentator for each junior paper presented. 

To submit a presentation, email Profess Eric C. Chaffee at eric.chaffee@notes.udayton.edu with an abstract or paper by March 15, 2011. Please title the email “MCLSC Submission – {Name}”. If you would like to attend, but not present a paper email Professor Chaffee with an email entitled “MCLSC Attendance”.  Please specify in your email whether you are willing to serve as a commentator. A conference schedule will be circulated in May.

Conference Organizers

Barbara Black
Eric C. Chaffee
Steven M. Davidoff

March 10, 2011 in Professional Announcements | Permalink | Comments (0) | TrackBack (0)

Wednesday, March 9, 2011

Law Firm Submits Petition to SEC to Amend Section 13 Reporting Requirements

The law firm of Wachtell, Lipton, Rosen & Katz submitted a petition to the SEC requesting that the agency initiate a ru1emaking project regarding the beneficial ownership reporting rules under Section 13 of the Securities Exchange Act.  The petition proposes amendments to shorten the reporting deadline and expand the definition of beneficial ownership under the reporting rules.

March 9, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

SEC Freezes Assets of Minnesota Adviser in Alleged Foreign Currency Trading Scheme

On March 8, 2011, the SEC obtained an emergency court order freezing the assets of Jason Bo-Alan Beckman and his registered investment advisory firm Oxford Private Client Group, LLC, for their role in a massive foreign currency trading scheme that raised at least $194 million from nearly 1,000 investors. The court also entered a freeze order against the assets of Beckman’s wife, Hollie Beckman, who also received investor funds. In addition, the court issued an order appointing a receiver over all of these assets.

The SEC alleges that Beckman and Oxford Private Client Group raised at least $47.3 million from at least 143 investors from August 2006 to July 2009 through a fraudulent, unregistered offering of investments in a purported foreign currency trading venture (the “Currency Program”). According to the SEC’s complaint, Beckman told investors that each investor’s money would be invested in the Currency Program, their money would be held in a segregated account, there was little or no risk to their money, they would receive guaranteed returns ranging from 10.5% to 12% per year, and they could withdraw their money at any time. The SEC alleges that these representations were false. According to the SEC’s complaint, a significant portion of the investors’ funds were never invested in the Currency Program but instead were used to make purported interest and return of principal payments to other investors and also diverted to Beckman and others’ personal accounts. Beckman and his wife Hollie Beckman received approximately $7.7 million of investor funds. None of the funds was ever placed in segregated accounts at banks or foreign currency trading firms and the funds sent to the trading firms sustained significant losses.

In addition to the emergency relief already obtained, the complaint seeks preliminary and permanent injunctions, disgorgement, and civil penalties from the defendants.

March 9, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

DOL Extends Comment Period For Proposed ERISA Amendment to Definition of Fiduciary

The U.S. Department of Labor's Employee Benefits Security Administration announced that it is extending the time for submission of public comments on testimony submitted at the March 1-2, 2011, public hearing on the proposed rule defining when a person is deemed a "fiduciary" under the Employee Retirement Income Security Act.

Under ERISA, a person is considered to be a fiduciary by reason of giving investment advice to a pension plan or a plan's participants. Upon adoption, the proposed rule would protect beneficiaries of pension plans and individual retirement accounts by amending a 35-year old rule that may inappropriately limit the types of investment advice relationships that give rise to fiduciary duties on the part of the investment advisor.

The public hearing record will remain open for 15 days after the date the official transcript of the hearing is posted on EBSA's website.  The department will make a future announcement to alert the public to the availability of the transcript and will specify the date on which the record will close.

March 9, 2011 in Other Regulatory Action | Permalink | Comments (0) | TrackBack (0)

FINRA Expels MICG Investment Management for Fraud Involving Proprietary Hedge Fund

FINRA expelled MICG Investment Management, LLC (MICG) and barred Jeffrey A. Martinovich, the firm's CEO and majority owner, for securities fraud, misusing investors' funds and causing false account statements to be issued to investors in connection with their management of a proprietary hedge fund named MICG Venture Strategies, LLC (Venture Strategies). MICG and Martinovich organized, controlled and managed the hedge fund. 

FINRA found that MICG and Martinovich improperly assigned excessive asset values to two non-public securities owned by Venture Strategies, and used the excessive asset values as the basis for paying unjustified management and incentive performance fees. Martinovich also fraudulently induced an elderly, non-accredited MICG customer to invest $75,000 in Venture Strategies.

In concluding this settlement, MICG and Martinovich neither admitted nor denied the charges, but consented to the entry of FINRA's findings.

March 9, 2011 in Other Regulatory Action | Permalink | Comments (0) | TrackBack (0)

Tuesday, March 8, 2011

SEC CHARGES JOSEPH A. DAWSON IN $3.8 MILLION OFFERING FRAUD AND WITH INSIDER TRADING

The SEC announced that on March 8, 2011, it filed a civil injunctive action in the United States District Court for the Northern District of Illinois against Joseph A. Dawson, the president and owner of Dawson Trading, LLC. Dawson purportedly operated Dawson Trading as a pooled investment vehicle to invest in securities including, stocks, bonds, commodities, currencies, and options for family and friends. The SEC alleges that Dawson used Dawson Trading to perpetrate a fraudulent offering scheme through which he raised approximately $3.8 million. The SEC further alleges that Dawson, after misappropriating confidential information from a family member regarding a pending acquisition of SPSS Inc. by International Business Machines Corporation (“IBM”)¸ caused Dawson Trading to purchase call options of SPSS, reaping profits of $437,770.

Dawson has agreed to settle the SEC’s charges without admitting or denying the allegations. Dawson has consented to the entry of a final judgment, subject to the Court’s approval, permanently enjoining him from engaging in the above violations, and requiring him to pay disgorgement and prejudgment interest.

On November 18, 2010, Dawson pled guilty to three counts of wire fraud for conduct arising out of the fraudulent offering scheme described in the Complaint and on March 8, 2011, Dawson was sentenced to 54 months in prison and was ordered to pay restitution in the amount of $3.3 million.

 

March 8, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

COMMISSION CHARGES ATTORNEY WITH TWO INSTANCES OF INSIDER TRADING

The SEC charged attorney Todd Leslie Treadway with insider trading in advance of two separate tender offer announcements during 2007 and 2008. According to the complaint, while employed as an attorney in the New York office of Dewey & LeBoeuf, LLP, Treadway provided advice on, among other things, the employee benefit and executive compensation consequences of mergers and acquisitions and had access to material nonpublic information concerning contemplated corporate acquisitions. The SEC alleges that in 2007, and again in 2008, Treadway used material, non-public information he obtained through his position at D&L to purchase stock in two separate companies prior to the announcement of the acquisition: In June 2007, Treadway purchased securities in Accredited Home Lenders Holding Company, and in May 2008 Treadway purchased securities in CNET Networks, Inc. According to the complaint, Treadway’s illegal trading resulted in profits of approximately $27,000.

The Commission is seeking permanent injunctive relief, disgorgement of illicit profits with prejudgment interest, and monetary penalties against Treadway.

 

March 8, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

SEC CHARGES MORTGAGE COMPANY AND ITS PRESIDENT/CEO WITH FRAUD

The SEC today announced that it filed a civil injunctive action against Robert A. DiGiorgio and his company, Radius Capital Corporation, charging them with securities fraud for making false and misleading statements relating to Radius’ issuance of mortgage-backed securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”).  According to the SEC’s Complaint, filed in the U.S. District Court for the Middle District of Florida, from December 2005 through October 2006, Radius and DiGiorgio offered and sold 15 Ginnie-Mae guaranteed mortgage-backed securities to investors totaling approximately $23.5 million. According to the Complaint, Radius and DiGiorgio represented to Ginnie Mae, and to investors in 15 separate prospectuses, that the residential loans underlying the securities were, or would be, insured by the Federal Housing Administration (“FHA”) as required to receive Ginnie-Mae’s guarantee.

The SEC alleges that Radius and DiGiorgio’s representations about the insurability of the underlying loans were false and misleading as the vast majority, more than 100 of the 154 underlying loans, were not, and could not, be FHA insured. According to the Complaint, Radius never even applied for FHA insurance for most of the uninsured loans and failed to submit the up-front mortgage insurance premiums it had collected from borrowers at closing to the FHA which were required for the loans to be insured. Even if Radius and DiGiorgio had applied for FHA insurance and properly submitted the mortgage insurance premiums, the uninsured loans could not have been insured because the borrowers failed to meet FHA’s debt-to-income, credit history, employment history, and other underwriting requirements.

The SEC alleges that many of the mortgages backing Radius’ securities quickly fell into default. In October 2006, Radius correspondingly defaulted on its pass-through payments to the investors holding the mortgage-backed securities. As a result, Ginnie Mae was required to pay investors the remaining principal balance on each uninsured loan that was in default, thereby incurring several million dollars in losses. In addition, investors holding the Radius securities lost interest income due to the unexpectedly high rate of prepayment of principal (by Ginnie Mae) as the Radius loans fell into default.

The SEC is seeking permanent injunctive relief against future violations, a conduct-based injunction preventing Radius and DiGiorgio from offering mortgage-backed securities, disgorgement of ill-gotten gains with prejudgment interest and civil penalties, jointly and severally, against Radius and DiGiorgio.

March 8, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

Three SEC Oversight Hearings Scheduled for March 10

The House Financial Services Capital Markets Subcommittee will hold a hearing on March 10 on “Oversight of the Securities and Exchange Commission’s Operations, Activities, Challenges and FY 2012 Budget Request,” at which the directors of the agency's five divisions will testify.  Rep. Scott Gordon, chairman of the subcommittee, stated it would be instructive to hear directly from the directors about the agency's priorities in light of the fiscal challenges facing the federal government.

On the same day, SEC Chair Schapiro will testify before the Senate Banking Securities Subcommittee on the SEC's budget request.  The House Oversight Tarp and Government Organizations subcommittees also announced that Ms. Schapiro and Jeffrey Risinger, SEC director of human resources, will testify at a hearing on "Financial Management, Work Force and Operations at the SEC: Who's Watching the Wall Street's Watchdog?"

March 8, 2011 in News Stories | Permalink | Comments (0) | TrackBack (0)

Monday, March 7, 2011

SEC Charges Connecticut Investment Adviser with Running a Ponzi Scheme

The SEC today amended its complaint against Francisco Illarramendi, a Stamford, Conn.-based investment adviser, and his firm MK Capital Management LLC, to additionally charge them with engaging in a multi-year Ponzi scheme involving hundreds of millions of dollars.  The SEC previously obtained an asset freeze against them in January, alleging that they had misappropriated at least $53 million in investor assets.

In a parallel action today, the U.S. Attorney’s Office of the District of Connecticut unsealed criminal charges against Illarramendi for the same misconduct as well as for obstruction of justice for deliberately misleading the SEC staff during its investigation.

The SEC alleges that Illarramendi and MK Capital Management – which is not registered with the SEC – have misappropriated investor assets and misused two hedge funds they manage for Ponzi-like activity in which they used new investor money to pay off earlier investors. During the SEC’s investigation in December 2010 and January 2011, Illarramendi attempted to hide the fact that his hedge funds were missing assets by providing the SEC staff with a false letter from an accountant in Venezuela that purported to verify the existence of approximately $275 million in assets held by one of the funds. Those assets do not exist.

Since the filing of the original complaint on Jan. 14, 2011, the U.S. District Court for the District of Connecticut entered an order on Jan. 28, 2011, freezing the assets of Illarramendi and his firm. On Feb. 3, 2011, the Court appointed a receiver in the case.

March 7, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

Consultants' Report Finds SEC Needs More Employees

Dodd-Frank required the SEC to retain a consultant to conduct an internal review of the agency.  The Boston Consulting Group was hired for the task, and today the media are reporting its preliminary findings (although I can't find the preliminary report on the SEC website).  According to these reports, the study finds that the agency is short about 400 employees necessary to do its job.  The report also criticizes the SEC's union, its seniority rules and grievance procedures.  It also suggests that the agency should conduct greater oversight over FINRA.

The final report is due March 14.

Bloomberg, SEC `Capacity Gap' Risks Oversight Lapses as Regulator's Targets Multiply

InvNews, Report slams SEC's union, oversight of Finra

March 7, 2011 in SEC Action | Permalink | Comments (0) | TrackBack (0)

FINRA Foundation Announces $1.8 Million in Grants in Financial Education Program with United Way

The FINRA Investor Education Foundation and United Way Worldwide (UWW) have announced over $1.8 million in grants to 15 recipients as part of the Financial Education in Your Community initiative. 

Financial Education in Your Community, which is administered jointly by United Way Worldwide and the FINRA Investor Education Foundation, funds community-based financial education programs across the country, providing effective, unbiased financial education resources for hardworking individuals and families. The latest group of grantees marks the second year of this partnership, which awarded nearly $1.5 million to 12 grassroots projects in 2009.  See the FINRA website for the complete list of grantees.

March 7, 2011 in Other Regulatory Action | Permalink | Comments (0) | TrackBack (0)

FINRA Fines Southwest Securities for Paying Consultants to Solicit Municipal Securities Business

FINRA has fined Southwest Securities, Inc. of Dallas $500,000 for using paid consultants to solicit municipal securities business and for violations of other Municipal Securities Rulemaking Board (MSRB) rules.  FINRA found that during the period from October 2006 through April 2009, Southwest paid five individuals, including three former Texas municipal issuer officials, to solicit municipal securities business on its behalf. The consultants assisted Southwest in obtaining a total of 24 municipal securities underwritings and two roles as financial advisor to Texas municipalities. Southwest paid the consultants more than $200,000 for their services.  In addition to the formal consulting arrangements, Southwest also made one-time payments totaling more than $26,000 to three other individuals in connection with their roles in obtaining municipal securities business for the firm.

FINRA also found that during the period from October 2006 through February 2009, Southwest had inadequate systems and procedures to supervise certain aspects of its municipal securities business.  

As part of the settlement, Southwest is required to have an officer of the firm confirm to FINRA that Southwest has reviewed its compliance systems and procedures in accordance with all applicable MSRB rules and certify that its systems and procedures are reasonably designed to achieve compliance with the rules.  In concluding this settlement, Southwest neither admitted nor denied the charges, but consented to the entry of FINRA's findings.

March 7, 2011 in Other Regulatory Action | Permalink | Comments (0) | TrackBack (0)

Sunday, March 6, 2011

Stokes on The Naked Short

In Pursuit of the Naked Short, by Alexis Brown Stokes, Texas State University - San Marcos, was recently posted on SSRN.  Here is the abstract:

Recent lawsuits claiming market manipulation through naked short-selling have failed to produce remedies for the alleged injured parties; no private plaintiff yet has won a final judgment, with damages, based on allegations of naked short-selling. Despite this poor track record, naked short-selling litigation has proliferated in the post-Enron era, as struggling small-cap companies blame naked short-sellers for their sagging stock prices, and with the plaintiffs’ bar pursuing the naked short as a Holy Grail because of the potentially huge damage awards.

This article explores the origins of naked short-selling litigation; considers the failures of significant naked short-selling lawsuits in federal court; surveys the obstacles erected collectively by constitutional standing requirements, the Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act, brokerage firms, death spiral financiers, and the Depository Trust and Clearing Corporation; examines the efficacy of Regulation SHO, SEC rule 10b-21, and new FINRA rules; discusses recent state legislation and state court litigation; and identifies non-litigation options to curb naked short-selling. Ultimately, this article seeks to answer the question: If manipulative naked short-selling is more than a mythological scapegoat for small cap failure, what remedies are, or should be, available?

March 6, 2011 in Law Review Articles | Permalink | Comments (0) | TrackBack (0)

Stout on The Origins of the Credit Crisis

The Legal Origin of the 2008 Credit Crisis, by Lynn A. Stout, University of California, Los Angeles (UCLA) - School of Law, was recently posted on SSRN.  Here is the abstract:

Experts still debate what caused the credit crisis of 2008. This article argues that dubious honor belongs first and foremost to a little-known statute called the Commodities Futures Modernization Act of 2000 (CFMA). Put simply, the credit crisis was not due primarily to changes in the markets, it was due to changes in the law. The crisis was the direct and foreseeable (and in fact foreseen by the author and others) consequence of the CFMA’s sudden and wholesale removal of centuries-old legal constraints on speculative trading in over-the-counter (OTC) derivatives.

Derivative contracts are probabilistic bets on future events. They can be used to hedge, which reduces risk, but they also provide attractive vehicles for disagreement-based speculation that increases risk. Thus the social welfare consequences of derivatives trading depend as an empirical matter on whether the market is dominated by hedging or speculative transactions. The common law recognized the differing welfare consequences of hedging and speculation through a doctrine called “the rule against difference contracts” that treated derivative contracts that did not serve a hedging purpose as unenforceable wagers. Speculators responded by shifting their derivatives trading onto organized exchanges that provided private enforcement through clearinghouses in which exchange members guaranteed contract performance. The clearinghouses effectively cabined and limited the social cost of derivatives risk. In the twentieth century, the common law was replaced by the Commodity Exchange Act (CEA). Like the common law, the CEA confined speculative derivatives trading to the organized (and now-regulated) exchanges. This regulatory system also for many decades kept derivatives speculation from posing significant problems for the larger economy.

These traditional legal restraints on OTC speculation were systematically dismantled during the 1980s and 1990s, culminating in the 2000 enactment of the CFMA. That legislation set the stage for the 2008 crises by legalizing, for the first time in U.S. history, speculative OTC trading in derivatives. The result was an exponential increase in the size of the OTC market, culminating in 2008 with the spectacular failures of several systematically important financial institutions (and the near-failures of several others) due to speculative derivatives losses. In the wake of the crisis, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Title VII of the Act is devoted to turning back the regulatory clock by restoring legal limits on speculative derivatives trading outside a clearinghouse. However, Title VII is subject to a number of possible exemptions that may limit its effectiveness, leading to continuing concern over whether we will see more derivatives-fueled institutional collapses in the future.

March 6, 2011 in Law Review Articles | Permalink | Comments (1) | TrackBack (0)

Oesterle on Materiality

The Overused and Under-Defined Notion of 'Material' in Securities Law, by Dale A. Oesterle, Ohio State University (OSU) - Michael E. Moritz College of Law, was recently posted on SSRN.  Here is the abstract:

Core doctrine in federal securities law rests on a single word - "material." Federal statutes and agency anti-fraud rules and disclosure requirements contain the term as an essential qualifier and identifier. "Facts" or "information" must be "material" before a legal obligation to disclose attaches. In other words, the term material has an unrivaled position in the center of all of securities law and agency rules and court decisions applying the term necessarily establish the fundamental scope and bite of securities regulation. A study of close to eight hundred cases in which a federal court’s applies the term to specific facts, however, finds that the case-law is, well, quixotic at best and fickle at worst. An argument on the proper breakdown of the cases is begun here.

March 6, 2011 in Law Review Articles | Permalink | Comments (0) | TrackBack (0)

Beyea on Morrison v. NAB

Morrison v. National Australia Bank and the Future of Extraterritorial Application of the U.S. Securities Laws, by Genevieve Beyea, was recently posted on SSRN.  Here is the abstract:

In recent years securities markets have become increasingly interconnected, and securities fraud frequently crosses borders. The United States’ well-developed private enforcement mechanism for securities fraud is very attractive to investors around the world who are harmed by transnational securities fraud. However, the Supreme Court’s recent decision in Morrison v. National Australia Bank, in overturning nearly fifty years of federal court jurisprudence, severely limits the ability of investors to rely on the U.S. securities laws to protect them when the relevant fraud has a significant overseas component. Replacing the Second Circuit’s long-standing conduct and effects tests for determining the extraterritorial reach of the securities laws, the Supreme Court articulated a new transactional test for when the laws apply. This Article analyzes the Supreme Court’s opinion and its implications for the regulation of transnational securities fraud. It also examines certain provisions of the Dodd-Frank Act which attempted to overturn the Supreme Court’s decision as it applies to securities fraud enforcement actions brought by the Securities and Exchange Commission. Ultimately, this Article argues that the Morrison decision significantly curtails the extraterritorial application of the securities laws, which may harm investor confidence, at least in the short term. However, it also has the potential to encourage greater international cooperation in regulating transnational securities fraud, as well as catalyzing regulatory reform in other countries

March 6, 2011 in Law Review Articles | Permalink | Comments (0) | TrackBack (0)