Securities Law Prof Blog

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

Tuesday, June 6, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Sarah Baumgartel, Privileging Professional Insider Trading, 51 Ga. L. Rev. 71 (2016).

George S. Georgiev, Too Big to Disclose: Firm Size and Materiality Blindspots in Securities Regulation, 64 UCLA L. Rev. 602 (2017).

Stacey E. Harlow, Comment, Using "SOX" to Prevent Federal Courts' Cold Feet about Dodd-Frank's Whistleblower Provisions, 24 Geo. Mason L. Rev. 315 (2016).

Michael C. Macchiarola & Daniel Prezioso, Expanding Alternatives: From Structured Notes to Structured Funds, 19 U. Pa. J. Bus. L. 405 (2017).

Marc I. Steinberg & Abel Ramirez, Jr., The SEC's Neglected Weapon: A Proposed Amendment to Section 17(a)(3) and the Application of Negligent Insider Trading, 19 U. Pa. J. Bus. L. 239 (2017).

Harris M. Watkins, Note, Defining and Verifying Accredited Investors: Effect of Potential SEC Changes on North Carolina's Crowdfunding Statute, the NC PACES Act, 21 N.C. Bank. Inst. 469 (2017).

The Enduring Legacy of Henry G. Manne, Articles by Bernard S. Sharfman, John P. Anderson, Edward Peter Stringham, Brian F. Mannix, M. Todd Henderson & Houman B. Shadab. 12 J.L. Econ. & Pol'y 251-371 (2016).

June 6, 2017 | Permalink | Comments (0)

Monday, June 5, 2017

SEC v. Kokesh

The Supreme Court of the United States has handed down a unanimous opinion authored by Justice Sonia Sotomayor in SEC v. Kokesh.  At issue was the statute of limitations in disgorgement actions by the SEC.  The Court held "Because SEC disgorgement operates as a penalty . . . , any claim for disgorgement in an SEC enforcement action must be commenced within five years of the date the claim accrued."

Notably, this case continues the trends by the Roberts Court of limited polarization and focusing on procedural issues in securities regulation matters.  These trends were discussed in my recent article, The Supreme Court as Museum Curator: Securities Regulation and the Roberts Court.

Information regarding the case is available on SCOTUSblog.  Professor Mike Koehler offers commentary on the implications of the opinion at his blog, FCPA Professor.

June 5, 2017 | Permalink | Comments (0)

Friday, June 2, 2017

Chaffee on Securities Regulation and the Roberts Court

I have posted The Supreme Court as Museum Curator: Securities Regulation and the Roberts Court on SSRN with the following abstract:

The number of opinions relating to securities regulation that have been handed down by the Supreme Court since Chief Justice Roberts began his tenure on September 29, 2005 is substantial. The Roberts Court has taken approximately two securities regulation cases per term, which is twice the number that the Rehnquist Court took. Moreover, the number of cases granted certiorari continues to shrink, which means that securities law cases represent an even larger portion of the Court’s docket.

The roughly twenty-one opinions authored by the Court might suggest a deep and abiding love of securities regulation issues. But, as this symposium article explores, the opinions themselves tell a different story with the Court serving in the role of a museum curator maintaining historical relics from bygone eras, doing minor restoration work as needed, limiting access to these relics through statutory interpretation, and occasionally offering an exhibition involving issues at the periphery of securities law. The implications of this approach include the death of the lower courts laboratories approach in regard to creating securities law, especially in regard to the Second Circuit, which was previously the “Mother Court” in securities regulation; the entrenchment of good and bad Supreme Court precedent; and a clear message that the Roberts Court is not pro-business in the securities regulation realm because the Court is not pushing any market regulation agenda. While the future remains open, this role for the Court is well-entrenched, and the narrative of the Roberts Court in regard to securities law is well-developed.

June 2, 2017 | Permalink | Comments (0)

Choi & Pritchard on Securities Class Actions

Stephen J. Choi and Adam C. Pritchard have posted Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done? on SSRN with the following abstract:

This chapter, written for the Research Handbook on Shareholder Litigation, surveys empirical work studying the lead plaintiff provision of the Private Securities Litigation Reform Act (PSLRA). That work finds that the lead plaintiff provision has encouraged institutional investors to participate in securities class actions, and that those institutional investors have negotiated lower attorneys' fees. Those benefits from the lead plaintiff provision are undercut, however, by political contributions made by plaintiffs' lawyers. We suggest additional reforms to promote transparency and competition among lawyers for lead plaintiffs. We also suggest reforms to the lead plaintiff provision intended to enhance the screening effect of the PSLRA.

June 2, 2017 | Permalink | Comments (0)

Partnoy on Credit Ratings

Frank Partnoy has posted What's (Still) Wrong with Credit Ratings on SSRN with the following abstract:

Scholars and regulators generally agree that credit rating agency failures were at the center of the recent financial crisis. Congress responded to these failures with reforms in the 2010 Dodd-Frank Act. This article demonstrates that those reforms have failed. Instead, regulators have thwarted Congress’s intent at every turn. As a result, the major credit rating agencies continue to be hugely profitable, yet generate little or no informational value. The fundamental problems that led to the financial crisis – overreliance on credit ratings, a lack of oversight and accountability, and primitive methodologies – remain as significant as they were before the financial crisis. This article addresses each of these problems and proposes several solutions.

First, although Congress attempted to remove credit rating agency “regulatory licenses,” the references to ratings in various statutes and rules, regulatory reliance on ratings remains pervasive. I show that regulated institutions continue to rely mechanistically on ratings, and I demonstrate that regulations continue to reference ratings, notwithstanding the Congressional mandate to remove references. I suggest several paths to reduce reliance.

Second, although Congress authorized new oversight measures, including an Office of Credit Ratings, that oversight has been ineffective. Annual investigations have uncovered numerous failures, many in the same mortgage-related areas that precipitated the financial crisis, but regulators have imposed minimal discipline on violators. Moreover, because regulators refuse to identify particular rating agencies in OCR reports, wrongdoers do not suffer reputational costs. I propose reforms to the OCR that would enhance its independence and sharpen the impact of its investigations.

Third, although Congress authorized new accountability measures, particularly removing rating agencies’ exemptions from Section 11 liability and Regulation FD, the Securities and Exchange Commission has gutted both of those provisions. The SEC performed an end-run around Dodd-Frank’s explicit requirements, reversing the express will of Congress. Litigation has not been effective as an accountability measure, either, in part because rating agencies continue to assert the dubious argument that ratings are protected speech. I argue that the SEC should reverse course and implement Congress’s intent, including encouraging private litigation.

Finally, given the ongoing problems in these three areas, it is no surprise that credit rating agency methodologies remain unreliable. I conclude by illustrating the weakness of current methodologies for corporate bonds, with a particular focus on the treatment of diversification and investment holding companies. I argue that neither regulators nor investors should rely on such crude and uninformative methodologies.

This article’s overarching recommendation is straightforward: both regulators and investors should reduce reliance on credit ratings, and regulators should implement Congress’s will with respect to rating agency oversight and accountability. Credit rating agencies are a cautionary example of regulatory stickiness: reliance on ratings has proven difficult to undo. More generally, the stickiness of regulatory licenses is a warning for policymakers who are considering deferring to private entities for regulatory purposes in other areas.

June 2, 2017 | Permalink | Comments (0)

NASAA to Convene Cybersecurity Roundtable

Details available here.

June 2, 2017 | Permalink | Comments (0)

Thursday, June 1, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Joan Abelardo, Note, Who Starved for that Smartphone?: Limitations of the SEC's Approach to the Congolese Conflict Minerals Trade Problem and the Need for the European Union to Better Address Its Associated Human Rights Abuses, 40 Fordham Int'l L.J. 583 (2017).

Brock K. Bales, Note, And Then It Was Gone: A Critique of Section 10(b) Collective Scienter Pleading in the Sixth Circuit's Bondali Decision, 11 Liberty U. L. Rev. 69 (2016).

Stephen J. Choi & A.C. Pritchard, The SEC's Shift to Administrative Proceedings: An Empirical Assessment, 34 Yale J. on Reg. 1 (2017).

Beverley Earle & Anita Cava, The "Princelings" and the Banks: When Does a Legitimate Business Practice Become Criminal Corruption in Violation of the Foreign Corrupt Practices Act?, 37 Nw. J. Int'l L. & Bus. 107 (2016).

Daniel Gilpin, Note, Hiding Behind the Veil of Ambiguity: Why Courts Should Apply the Plain Meaning of the Dodd-Frank Whistleblower Provisions, 90 St. John's L. Rev. 851 (2016).

Zachary J. Gregoricus, Note, Whistleblowing from the Bench, 51 New Eng. L. Rev. 155 (2016).

Eric R. Harper, Comment, Unveiling Management's Crystal Ball, 77 La. L. Rev. 879 (2017).

Scott Hirst, Frozen Charters, 34 Yale J. on Reg. 91 (2017).

Thomas C. Rossidis, Note, Article II Complications Surrounding SEC-Employed Administrative Law Judges, 90 St. John's L. Rev. 773 (2016).

Marc I. Steinberg & James Ames, From the Regulatory Abyss: The Weakened Gatekeeping Incentives under the Uniform Securities Act, 35 Yale L. & Pol'y Rev. 1 (2016).

June 1, 2017 | Permalink | Comments (0)

Wednesday, May 24, 2017

Chaffee on the Extraterritorial Application of Private Rights of Action

I have posted A Call for Legislative Reform: Expanding the Extraterritorial Application of the Private Rights of Action Under Federal Securities Law While Limiting the Scope of Relief Available on SSRN with the following abstract:

When the Supreme Court of the United States issued its opinion in Morrison v. National Australia Bank Ltd. on June 24, 2010, the Court took a narrow view of the extraterritorial application of federal securities regulation and held that a general presumption exists against the extraterritorial application of federal securities law. Speaking for the majority, Justice Scalia wrote, “Rather than guess anew in each case [involving the extraterritorial application of federal securities law] we apply the presumption [against the extraterritorial reach] in all cases, preserving a stable background against which Congress can legislate with predictable effects.” Remarkably, Congress immediately at least in part took up this charge to legislate. When President Barack Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act on July 21, 2010, Congress clarified the scope of the SEC’s extraterritorial jurisdiction by adopting a conduct and effects approach in section 929P of the Act. Moreover, Congress demonstrated a willingness to consider extending the extraterritorial application of the private rights of action under the Securities Exchange Act of 1934 by mandating a study of the issue by the United States Securities and Exchange Commission.

When the SEC issued its study in April 2012, however, it failed to make a definitive recommendation to Congress regarding the extraterritorial application of the private rights of action under the Exchange Act. Commissioner Luis Aguilar even went so far as to release a dissenting statement arguing that the SEC had failed to meet its Congressional mandate under Section 929Y to provide a recommendation regarding the extraterritorial application of the private rights. The SEC’s reluctance to provide such a recommendation is understandable. Considering the controversy surrounding the private rights of action, especially the implied private right of action under Section 10(b) and Rule 10b-5, the SEC took a cautious approach hoping that Congress would finally provide some actual legislative guidance on this murky area of federal securities law. Congress, however, still has not acted on this issue.

This Article suggests that the best solution would be to allow broad extraterritorial application of the private rights of action under the Securities Act and Exchange Act in regard to issuers seeking injunctive relief, rather than those seeking monetary damages. Such an approach would promote greater disclosure while limiting the nuisance litigation that has plagued the private rights of action under federal securities law. Such an approach is not without precedent. For example, even after the adoption by the United States Court of Appeals for the Second Circuit of the purchaser-seller requirement for standing to bring a private cause of action under section 10(b) and Rule 10b-5, which was later adopted by the Supreme Court of the United States in Blue Chip Stamps v. Manor Drug Stores, many courts adopted an exception to the purchaser-seller requirement for private parties seeking only injunctive relief under section 10(b) and Rule 10b-5. In that context and in the context of the extraterritorial application of the private rights of action under federal securities law, allowing availability of injunctive relief supports the underlying purpose of the federal securities laws to promote full and fair disclosure, while at the same time controlling nuisance litigation that can impede the efficient functioning of the capital markets. Such an approach will help to police and stabilize securities markets both domestically and abroad.

May 24, 2017 | Permalink | Comments (0)

Schulzke & Berger-Walliser on Materiality

Kurt S. Schulzke and Gerlinde Berger-Walliser have posted Toward a Unified Theory of Materiality in Securities Law on SSRN with the following abstract:

In the face of rapidly advancing globalization of capital markets, data, and information channels, U.S. and E.U. securities regulators are increasingly focused on formally defining materiality, an essential securities law concept. In the United States, the Supreme Court has loosely regulated materiality through a line of cases beginning with TSC Industries v. Northway and Basic, Inc. v. Levinson, whose reasonable investor rubric is frequently disregarded by lower courts, prosecutors, and the Securities and Exchange Commission, and is criticized in legal and behavioral economics scholarship for its ambiguity, unpredictability, and disconnection from market psychology. Recognizing these criticisms, this article conducts an international comparative investigation of materiality in the legislation, regulation, and case law of the United States and European Union, revealing a shared, probabilistic Bayesian infrastructure of materiality. The article then proposes a flexible Bayesian framework that harmonizes the substantive evaluation of materiality under existing U.S. and E.U. law, and then models application of the framework using Bayesian network analysis in the context of a hypothetical stock transaction.

May 24, 2017 | Permalink | Comments (0)

Koehler on the FCPA

Mike Koehler has posted The FCPA's Record-Breaking Year on SSRN with the following abstract:

On a number of levels, 2016 was a record-breaking year for Foreign Corrupt Practices Act enforcement. This article, part of annual series, highlights how 2016 witnessed the largest number of corporate enforcement actions and largest aggregate corporate settlement amounts in the FCPA’s nearly 40 year history.

FCPA enforcement in 2016 was also notable given the wide spectrum of enforcement actions. For instance, there were FCPA enforcement actions against U.S. companies as well as foreign companies; enforcement actions that alleged egregious instances of corporate bribery executed at the highest levels of a company as well as enforcement actions finding bribery based on allegations of “golf in the morning and beer-drinking in the evening” and internship and hiring practices; enforcement actions against large multinational companies as well as small publicly-traded companies, privately-held companies and limited liability companies; enforcement actions across a wide spectrum of industries such as technology, oil and gas, pharmaceutical and medical device, airlines, and financial services; and enforcement actions involving conduct across the globe from Latin America to South America, to Eastern Europe to Africa with a majority of enforcement actions focusing in whole or in part on conduct occurring in China.

2016 was notable not just for record-breaking and diverse enforcement activity often tied to expansive and evolving enforcement theories, but also FCPA policy developments. For instance, both the Department of Justice and Securities and Exchange Commission renewed their long-standing FCPA enforcement commitment and the DOJ released a one year FCPA Pilot Program designed in large part to further motivate business organizations to voluntarily disclose FCPA issues to better facilitate enforcement actions against culpable individuals.

In short, much happened in the FCPA space in 2016 and this article provides a detailed analysis of the most notable FCPA enforcement and policy developments and will be value to anyone seeking to elevate their FCPA knowledge.

May 24, 2017 | Permalink | Comments (0)

Tuesday, May 23, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Felix B. Chang, Second-Generation Monopolization: Parallel Exclusion in Derivatives Markets, 2016 Colum. Bus. L. Rev. 657.

Stephen S. Laudone, Comment, The Foreign Corrupt Practices Act: Unbridled Enforcement and Flawed Culpability Standards Deter SMEs from Entering the Global Marketplace, 106 J. Crim. L. & Criminology 355 (2016).

James J. Park, Auditor Settlements of Securities Class Actions, 14 J. Empirical Legal Stud. 169 (2017).

George Tepe, Note, Broker-Dealer Use of "Idle" Customer Assets: Customer Protection with Sweep Programs and Securities Lending, 2016 Colum. Bus. L. Rev. 823.

 

May 23, 2017 | Permalink | Comments (0)

Wednesday, May 10, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Christian W. Borek, Comment, Regulation A+: Navigating Equity-Based Crowdfunding under Title IV of the JOBS Act, 47 Cumb. L. Rev. 143 (2016-2017).

Kenneth J. Costa, Note, Patent System Manipulation: Hedge Funds Abusing IPR, Poor Patent Quality & Pharmaceutical Monopolies, 35 Cardozo Arts & Ent. L.J. 177 (2016).

Brian Elzweig & Valrie Chambers, Omnicare v. Indiana State District Council and Its Rational Basis Test for Allowing for Opinion Statements to be a Misleading Fact or Omission under Section 11 of the Securities Act of 1933, 37 Pace L. Rev. 55 (2016).

Stephen Kim Park & Tim R Samples, Towards Sovereign Equity, 21 Stan. J.L. Bus. & Fin. 240 (2016).

John A. Turner, The Pension Mis-selling Scandal, the SEC, and the Fiduciary Standard, 23 Conn. Ins. L.J. 263 (2016).

May 10, 2017 | Permalink | Comments (0)

Tuesday, May 2, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Stephen M. Bainbridge, Revitalizing SEC Rule 14a-8's Ordinary Business Exclusion: Preventing Shareholder Micromanagement by Proposal, 85 Fordham L. Rev. 705 (2016).

Nicholas Brock, Note, Money Market Funds and Systemic Risk: A Critique of the SEC's 2014 Reforms, 14 Geo. J.L. & Pub. Pol'y 289 (2016).

Kaela Dahan, Note, The Constitutionality of SEC Administrative Proceedings: The SEC Should Cure Its ALJ Appointment Scheme, 38 Cardozo L. Rev. 1211 (2017).

John Welling, Note, In Defense of the Dealers: Why the SEC Should Allow Substituted Compliance with the European Union for Security-Based Swap Dealers, 85 Fordham L. Rev. 909 (2016).

 

May 2, 2017 | Permalink | Comments (0)

Monday, April 24, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Evelyn S. Anderson, Note, Wealth and Knowledge: Strengthening the Economy by Expanding the Qualified Purchaser "Sophisticated" Standard under the Investment Company Act of 1940, 102 Iowa L. Rev. 735 (2017).

Brian P. Baxter, Note, The Securities Black Market: Dark Pool Trading and the Need for a More Expansive Regulation ATS-N, 70 Vand. L. Rev. 311 (2017).

Justin Blount & Drew Thornley, Federal Preemption in Securities Laws, the Investment Contract, and Macroprudential Financial Regulation, 14 DePaul Bus. & Com. L.J. 273 (2016).

John C. Calhoun, Looking for the Dog that Didn't Bark: Do Increased SEC Budgets Reduce Rates of Securities Fraud?, 41 Vt. L. Rev. 209 (2016).

John Gibbons, Comment, Why Judicial Deference to Administrative Fact-Finding Is Unconstitutional, 2016 BYU L. Rev. 1485.

Timothy M. Joyce, Note, 1000 Days Late & $1 Million Short: The Rise and Rise of Intrastate Equity Crowdfunding, 18 Minn. J. L. Sci. & Tech. 343 (2017).

Andrew C.W. Lund & Robert Schonlau, Golden Parachutes, Severance, and Firm Value, 68 Fla. L. Rev. 875 (2016).

Gideon Mark, SEC and CFTC Administrative Proceedings, 19 U. Pa. J. Const. L. 45 (2016).

 

April 24, 2017 | Permalink | Comments (0)

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Craig Boyd, Comment, Appraisal Arbitrage: Closing the Floodgates on Hedge Funds and Activist Shareholders, 65 U. Kan. L. Rev. 497 (2016).

Seth Chertok, Cracking the Problem of Finders--An Empirical and Computational Analysis, 51 Wake Forest L. Rev. 1021 (2016).

Andrew Chin, The Learned Hand Unformula for Short-Swing Liability, 91 Wash. L. Rev. 1523 (2016).

Wendy Gerwick Couture, A Glass-Half-Empty Approach to Securities Regulation, 76 Md. L. Rev. 360 (2017).

Philip J. Griffin, Comment, Developments in SEC Administrative Proceedings: An Evaluation of Recent Appointment Clause Challenges, the Rapidly Evolving Judicial Landscape, and the SEC's Response to Critics, 19 U. Pa. J. Bus. L. 209 (2016).

Benjamin Hamel, Comment, An Examination of the Jumpstart Our Business Startups Act: How JOBS Act Exemptions May Help Startups and Hurt Investors, 17 Hous. Bus. & Tax L.J. 59 (2016).

Kathryn Judge, Book review, The Importance of "Money." The Money Problem: Rethinking Financial Regulation by Morgan Ricks, 130 Harv. L. Rev. 1148 (2017).

Rachel Mathisen, Student article, Disproportionate Sentencing Guideline Recommendations in Fraud-on-the-Market, 35 Rev. Litig. 321 (2016).

Thomas J. McCormac, IV, Comment, Circuit Split: How Far Does Whistleblower Protection Extend under Dodd-Frank?, 165 U. Pa. L. Rev. 475 (2017).

Brooke Neal, Student update, Ontario Securities Commission Whistleblower Protection Program, 22 Law & Bus. Rev. Am. 271 (2016).

 

April 24, 2017 | Permalink | Comments (0)

Tuesday, April 11, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Ilya Beylin, A Reassessment of the Clearing Mandate: How the Clearing Mandate Affects Swap Trading Behavior and the Consequences for Systemic Risk, 68 Rutgers U. L. Rev. 1143 (2016).

Juan J. Cruces & Tim R Samples, Settling Sovereign Debt's "Trial of the Century", 31 Emory Int'l L. Rev. 5 (2016).

Kristin Johnson, Steven A. Ramirez & Cary Martin Shelby, Diversifying to Mitigate Risk: Can Dodd-Frank Section 342 Help Stabilize the Financial Sector?, 73 Wash. & Lee L. Rev. 1795 (2016). 

Joshua C. Macey, Note, Playing Nicely: How Judges Can Improve Dodd-Frank and Foster Interagency Collaboration, 126 Yale L.J. 806 (2017).

Seth C. Oranburg, Democratizing Startups, 68 Rutgers U. L. Rev. 1013 (2016).

April 11, 2017 | Permalink | Comments (0)

Tuesday, April 4, 2017

Fifth Annual Workshop for Corporate & Securities Litigation: Call for Papers

UCLA School of Law, in conjunction with the University of Richmond School of Law, Boston University School of Law, and University of Illinois College of Law, invites submissions for the Fifth Annual Workshop for Corporate & Securities Litigation. This workshop will be held on October 20-21, 2017 at UCLA School of Law in Los Angeles, California.

Overview

This annual workshop brings together scholars focused on corporate and securities litigation to present their scholarly works. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible. Appropriate topics include, but are not limited to, securities class actions, fiduciary duty litigation, or comparative approaches to business litigation. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress at any stage.

Authors whose papers are selected will be invited to present their work at a workshop hosted by UCLA School of Law on October 20-21, 2017.  Hotel costs will be covered. Participants will pay for their own travel and other expenses.

Submissions

If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to corpandseclitigation@gmail.com by Friday, May 26, 2017. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors of accepted papers will be notified by late June. 

Questions

Any questions concerning the workshop should be directed to the organizers: Jim Park (James.park@law.ucla.edu), Jessica Erickson (jerickso@richmond.edu), David Webber (dhwebber@bu.edu) and Verity Winship (vwinship@illinois.edu).

April 4, 2017 | Permalink | Comments (0)

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Jerry W. Markham, Regulating the U.S. Treasury Market, 100 Marq. L. Rev. 185 (2016).

James J. Park, Reassessing the Distinction Between Corporate and Securities law, 64 UCLA L. Rev. 116 (2017).

April 4, 2017 | Permalink | Comments (0)

Tuesday, March 28, 2017

New in Print

The following law review articles relating to securities regulation are now available in paper format:

Robert B. Ahdieh, Notes from the Border: Writing Across the Administrative Law/Financial Regulation Divide, 66 J. Legal Educ. 64 (2016).

Dan Awrey, The Mechanisms of Derivatives Market Efficiency, 91 N.Y.U. L. Rev. 1104 (2016).

Ronald J. Colombo, Tipping the Scales Against Insider Trading: Adopting a Presumption of Personal Benefit to Clarify Dirks, 45 Hofstra L. Rev. 117 (2016).

James D. Cox, et al., Quieting the Shareholders' Voice: Empirical Evidence of Pervasive Bundling in Proxy Solicitations, 89 S. Cal. L. Rev. 1175 (2016).

Brittany Fritsch, Comment, Broken Windows Is a Broken Policy, 47 U. Tol. L. Rev. 767 (2016).

Anna Gelpern & Erik F. Gerding, Inside Safe Assets, 33 Yale J. on Reg. 363 (2016).

Joseph A. Grundfest, Fair or Foul?: SEC Administrative Proceedings and Prospects for Reform through Removal Legislation, 85 Fordham L. Rev. 1143 (2016).

Sarah C. Haan, Shareholder Proposal Settlements and the Private Ordering of Private Elections, 126 Yale L.J. 262 (2016).

Jeffrey L. Harrison, Other Markets, Other Costs: Modernizing Antitrust, 27 U. Fla. J.L. & Pub. Pol'y 373 (2016).

Justin Jennewine, Casenote, What's Mine Is Yours: The Circuit Split Over Collective Corporate Knowledge in Securities Fraud Litigation, 84 U. Cin. L. Rev. 847 (2016).

Jonathan Lee, Note, Whistle with a Purpose: Extending Coverage Under SOX to Employees Discharging Their Duties, 93 Wash. U. L. Rev. 1613 (2016).

Biagio Marino, Note, Show Me the Money: The CEO Pay Ratio Disclosure Rule and the Quest for Effective Executive Compensation Reform, 85 Fordham L. Rev. 1355 (2016).

Salvatore Massa, Outside a Black Box: Court and Regulatory Review of Investment Valuations of Hard-to-Value Securities, 8 Wm. & Mary Bus. L. Rev. 1 (2016).

Jennifer M. Pacella, Conflicted Counselors: Retaliation Protections for Attorney-Whistleblowers in an Inconsistent Regulatory Regime, 33 Yale J. on Reg. 491 (2016).

Matthew G. Sipe, Patents v. Antitrust: Preempting Conflict, 66 Am. U. L. Rev. 415 (2016).

Shannon Seiferth, Note, No More Quid Pro Quo: Abandoning the Personal Benefit Requirement in Insider Trading Law, 50 U. Mich. J.L. Reform 175 (2016).

Julie St. John, Comment, Slowing Down High-Speed Trading: Why the SEC Should Allow a New Exchange a Chance to Compete, 19 Tul. J. Tech. & Intell. Prop. 207 (2016).

March 28, 2017 | Permalink | Comments (0)

Call for Participants: Proposed AALS Discussion Group - A New Era for Business Regulation?

Proposed Discussion Group

A New Era for Business Regulation?

Joan MacLeod Heminway, The University of Tennessee College of Law

Anne Tucker, Georgia State University College of Law

2018 AALS Annual Meeting

San Diego, CA

January 3-6, 2018

This is a call for participants in a proposed discussion group on “A New Era for Business Regulation?” at the 2018 Association of American Law Schools (“AALS”) Annual Meeting. 

In January 2017, the president signed an Executive Order on Reducing Regulation and Controlling Regulatory Costs. The order uses budgeting powers to constrict agencies and the regulatory process by requiring the elimination of two existing regulations for each new regulation adopted.  The order also mandates that “the total incremental cost of all new regulations, including repealed regulations, to be finalized this year shall be no greater than zero.” While the executive order does not cover independent agencies like the Securities and Exchange Commission and the Commodity Futures Trading Commission, agencies that crafted many of the rules required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, these agencies and their regulatory agendas will likely be the subject of future reform.  The co-organizers of this proposal are looking for full-time faculty of AALS member or fee-paid schools to engage in a discussion at the AALS annual meeting about changes in the business regulatory environment and assess the consequences—good and bad—of regulatory reform affecting businesses.  We invite participants from diverse legal backgrounds including, but not limited to, financial regulation, securities regulation, administrative law, business finance and governance, and related fields.  If there is sufficient interest in this topic, the co-organizers will submit a proposal for this discussion group to the AALS before the April 13, 2017 deadline. 

To indicate your interest in participating, please send an email expressing your interest by April 10th to either Joan MacLeod Heminway, The University of Tennessee College of Law, at jheminwa@tennessee.edu or Anne Tucker, Georgia State University College of Law, amtucker@gsu.edu. In the subject line of your email, please include “AALS Business Regulation Discussion Group” and your last name.  In the text of your email, please provide your name, contact information, and a one-paragraph summary of your interest in the topic, stating how it connects to your current or future research or teaching interests.  

If the discussion group proposal is accepted by AALS, the co-organizers may conduct a call for additional proposals before notifying the final faculty members selected to participate. Participants will not be expected to have a formal paper, but will be asked to contribute a written treatment (5-10 pages) prior to the annual meeting.

March 28, 2017 | Permalink | Comments (0)