Securities Law Prof Blog

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

Monday, February 27, 2017

New in Print

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

John P. Anderson, When Does Corporate Criminal Liability for Insider Trading Make Sense?, 46 Stetson L. Rev. 147 (2016).

Maria Babajanian, Casenote, Rewarded for Being Remote: How United States v. Newman Improperly Narrows Liability for Tippees, 46 Stetson L. Rev. 199-223 (2016). 

Carlos Berdejo, Collective Action Clauses & Corporate Bond Spreads: Evidence from Chile, 36 Nw. J. Int'l L. & Bus. 469 (2016).

J. Robert Brown, Jr., The Proxy Rules and Restrictions on Shareholder Voting Rights, 47 Seton Hall L. Rev. 45 (2016).

James D. Cox & Randall S. Thomas, Corporate Darwinism: Disciplining Managers in a World with Weak Shareholder Litigation, 95 N.C. L. Rev. 19 (2016).

Alexandra Esmel, Food Speculation: Between Virtual...and Reality, 31 Am. U. Int'l L. Rev. 507 (2016).

Mark Klock, The Enduring Legacy of Modern Efficient Market Theory After Halliburton v. John, 50 Ga. L. Rev. 769 (2016).

Christos Koutrobis, Case comment, Securities Law -- Ninth Circuit Uses Exception to Adverse Exception and Imputes CEO's Scienter to Corporation under Rule 10b-5 -- In re ChinaCast Educ. Corp. Sec. Litig., 809 F.3d 471 (9th Cir. 2015). 39 Suffolk Transnat'l L. Rev. 507 (2016). 

Joan MacLeod Heminway, (Not) Holding Firms Criminally Responsible for the Reckless Insider Trading of Their Employees, 46 Stetson L. Rev. 127 (2016).

Rohan Maitra, Comment, Scaling Two Great Walls: Resolving the Impasse Between China's State Secrets law and International Disclosure Requirements, 36 Nw. J. Int'l L. & Bus. 587 (2016).

Zachary Adams Mason, Note, Online Loans Across State Lines:  Protecting Peer-to-Peer Lending Through the Exportation Doctrine, 105 Geo. L.J. 217 (2016).

Donna M. Nagy, Beyond Dirks: Gratuitous Tipping and Insider Trading, 42 J. Corp. L. 1 (2016).

February 27, 2017 | Permalink | Comments (0)

Tuesday, February 21, 2017

New in Print

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

Sara Almousa, Comment, Friends with Benefits? Clarifying the Role Relationships Play in Satisfying the Personal Benefit Requirement under Tipper-Tippee Liability, 23 Geo. Mason L. Rev. 1251 (2016).

Travis S. Andrews, Note, A Statutory and Precedential Approach to Corporate Scienter in Section 10(b) of the Securities Exchange Act, 11 Va. L. & Bus. Rev. 1 (2016).

John F. Coyle, Altering Rules, Cumulative Voting, and Venture Capital, 2016 Utah L. Rev. 595.

K.J. Martijn Cremers & Quinn Curtis, Do Mutual Fund Investors Get What They Pay For? Securities Law and Closet Index Funds, 11 Va. L. & Bus. Rev. 31 (2016).

Stanislav Dolgopolov, Wholesaling Best Execution: How Entangled Are Off-Exchange Market Makers?, 11 Va. L. & Bus. Rev. 149 (2016).

Anita K. Krug, Uncertain Futures in Evolving Financial Markets, 93 Wash. U. L. Rev. 1209 (2016).

Andrew A. Schwartz, Inclusive Crowdfunding, 2016 Utah L. Rev. 661.

Reilly S. Steel, Note, The Underground Rulification of the Ordinary Business Operations Exclusion, 116 Colum. L. Rev. 1547 (2016).

Lawrence J. Trautman, E-commerce, Cyber, and Electronic Payment System Risks: Lessons from PayPal, 16 UC Davis Bus. L.J. 261 (2016).





February 21, 2017 | Permalink | Comments (0)

Monday, February 6, 2017

Reminder: National Business Law Scholars Conference Paper Submissions Due February 17

National Business Law Scholars Conference (NBLSC)

Thursday & Friday, June 8-9, 2017

Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 8-9, 2017, at the University of Utah S.J. Quinney College of Law. 

This is the eighth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.  We welcome all scholarly submissions relating to business law. Junior scholars and those considering entering the legal academy are especially encouraged to participate. 

To submit a presentation, email Professor Eric C. Chaffee at with an abstract or paper by February 17, 2017.  Please title the email “NBLSC Submission – {Your Name}.”  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance.”  Please specify in your email whether you are willing to serve as a moderator.  We will respond to submissions with notifications of acceptance shortly after the deadline. We anticipate the conference schedule will be circulated in May. 

Keynote Speaker:

Lynn A. Stout, Distinguished Professor of Corporate & Business Law, Cornell Law School

Plenary Author-Meets-Reader Panel:

Selling Hope, Selling Risk: Corporations, Wall Street, and the Dilemmas of Investor Protection by Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown Law School


Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

Steven Davidoff Solomon, Professor of Law, University of California, Berkeley School of Law

Hillary A. Sale, Walter D. Coles Professor of Law, Washington University School of Law

Conference Organizers:

Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Seton Hall University School of Law)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Margaret V. Sachs (University of Georgia School of Law)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)

Please save the date for NBLSC 2018, which will be held Thursday and Friday, June 21-22, at the University of Georgia School of Law.

February 6, 2017 | Permalink | Comments (0)

New in Print

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

S. Burcu Avci, Cindy A. Schipani & H. Nejat Seyhun, Manipulative Games of Gifts by Corporate Executives, 18 U. Pa. J. Bus. L. 1131 (2016).

Zach DeLoy, Note, Whistle While You Work: Whistle-Blower Protection under Dodd-Frank, 62 Wayne L. Rev. 107 (2016). 

Maggie Di Vito, Student Article, Regulation Fair Disclosure and Social Media: Why Companies Must Be Careful Not to Tweet Their Ways to SEC Investigations, 18 Duq. Bus. L.J. 161 (2016).

William M. Gentry, Capital Gains Taxation and Entrepreneurship, 69 Tax L. Rev. 321 (2016).

Thomas Lair, Note, The Battle of Disclosure Versus Privacy: Corporate Executives' Personal, Private Facts, 27 U. Fla. J.L. & Pub. Pol'y 257 (2016).

Lide E. Paterno, Irresponsible Corporate-Responsibility Rules, 77 U. Pitt. L. Rev. 499 (2016).

Jeff Schwartz & Alexandrea Nelson, Cost-Benefit Analysis and the Conflict Minerals Rule, 68 Admin. L. Rev. 287 (2016).

Symposium: The Promise and Perils of Convergence in Financial Regulation and Consumer Protection, Articles by Christopher L. Peterson, Hilary J. Allen, Erik F. Gerding, Arthur B. Laby, Kenneth M. Rosen, Alan M. White and Arthur E. Wilmarth, Jr. 90 Tul. L. Rev. 1057-1329 (2016).



February 6, 2017 | Permalink | Comments (0)

Tuesday, January 17, 2017

Anderson on Insider Trading

John P. Anderson has posted When Does Corporate Criminal Liability for Insider Trading Make Sense? on SSRN with the following abstract:

Corporations are subject to broad criminal liability for the insider trading of their employees. Critics have noted that this results in a harsh irony. “After all,” Professor Jonathan Macey argues, “it is generally the employer who is harmed by the insider trading.” In the same vein, former chairman of the Securities and Exchange Commission (SEC) Harvey L. Pitt and Karen L. Shapiro point out that, “[f]ar from being responsible for their employees’ violations of the law…most of the employers who have had the unfortunate experience of employing [insider traders] are in fact the only true victims, in an otherwise victimless crime.”

It is clear that not all insider trading is victimless, and not all employers of insider traders are innocent. But I am convinced that these critics are correct to point out that the current enforcement regime is absurdly overbroad in that it affords no principled guarantee to corporate victims of insider trading that they will not be indicted for the crimes perpetrated against them.

The law should be reformed to insure that corporations are only held criminally liable where they are guilty of some wrongdoing. Section I of this Article outlines current law in the United States concerning corporate criminal liability in general. Section II then looks at corporate liability for insider trading under the current regime. Section III explains why the current regime is absurdly overbroad and in dire need of reform. Section IV then points the way to some reforms that would render corporate criminal liability for insider trading more rational, efficient, and just.

January 17, 2017 | Permalink | Comments (0)

Wednesday, January 4, 2017

President-Elect Nominates Jay Clayton as SEC Chair

Details available here.

January 4, 2017 | Permalink | Comments (0)

Tuesday, January 3, 2017

New in Print

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

John Armour & Brian Cheffins, Stock Market Prices and the Market for Corporate Control, 2016 U. Ill. L. Rev. 761.

Rutheford B. Campbell Jr, The SEC's Regulation A+: Small Business Goes under the Bus Again, 104 Ky. L.J. 325 (2015-2016).

Doron Narotzki, Dark Pools, High-Frequency Trading and the Financial Transaction Tax: A solution or Complication?, 64 Drake L. Rev. 797 (2016).

Brooke Sgambati, Note, Using the Martin Act to Bring Fraudulent Practices in Dark Pool Promotion to Light: An Analysis of the Martin Act’s Applicability to Misrepresentations Regarding the Operation of Dark Pools, 49 Colum. J.L. & Soc. Probs. 585 (2016).

January 3, 2017 | Permalink | Comments (0)

Wednesday, December 21, 2016

SEC Issues Annual Staff Reports on Credit Rating Agencies

Details available here.

December 21, 2016 | Permalink | Comments (0)

G. Jeffrey Boujoukos Named Director of Philadelphia Regional Office

Details available here.

December 21, 2016 | Permalink | Comments (0)

Sharon Binger, Director of Philadelphia Regional Office, to Leave SEC

Details available here.

December 21, 2016 | Permalink | Comments (0)

New in Print

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

Jeffrey M. Colon, Foreign Investors in U.S. Mutual Funds: The Trouble with Treaties, 35 Va. Tax Rev. 483 (2016).

Katherine Drummonds, Note, Resuscitating Dirks: How the Salman "Gift Theory" of Tipper-Tippee Personal Benefit Would Improve Insider Trading Law, 53 Am. Crim. L. Rev. 833 (2016).

Eithan Y. Kidron, Systemic Forum Selection Ambiguity in Financial Regulation Enforcement, 53 Am. Crim. L. Rev. 693 (2016).

December 21, 2016 | Permalink | Comments (0)

Tuesday, December 13, 2016

Enforcement Director Andrew J. Ceresney to Leave SEC

Details available here.

December 13, 2016 | Permalink | Comments (0)

SEC Names Dr. Narahari Phatak Associate Director for Policy in the Division of Economic and Risk Analysis

Details available here.

December 13, 2016 | Permalink | Comments (0)

New in Print

The following law review article relating to securities regulation is now available in paper format:

John P. Anderson, Anticipating a Sea Change for Insider Trading Law: From Trading Plan Crisis to Rational Reform, 2015 Utah L. Rev. 339.

December 13, 2016 | Permalink | Comments (0)

Wednesday, December 7, 2016

Division of Corporation Finance Director Keith Higgins to Leave SEC

Details available here.

December 7, 2016 | Permalink | Comments (0)

NASAA Request for Public Comment Regarding a Proposed Model Statute, a Proposed Model Rule, and a Proposed Solicitation of Interest Form to Permit Testing The Waters in Regulation A Tier 1 Offerings

Details available here.

December 7, 2016 | Permalink | Comments (0)

Podgor on Salman

Ellen Podgor from the White Collar Crime Prof Blog also has an interesting post about Salman.  She offers her thoughts about the rule of lenity concerns that may be created in other cases by the limited analysis offered by the Court in the Salman opinion.

December 7, 2016 | Permalink | Comments (0)

Tuesday, December 6, 2016

Heminway on Salman

Joan MacLeod Heminway has some nice analysis of Salman over at the Business Law Prof Blog.  Her post is worth checking out.

December 6, 2016 | Permalink | Comments (0)

Salman v. United States: A Few Observations

In Salman v. United States, the Supreme Court revisits the question of tippee liability for insider trading, a topic which the Court has not addressed since Dirks v. SEC, 463 U. S. 646 (1983).  Salman was convicted of insider trading based upon receiving material, non-public information as a gift through his brother-in-law who had received the information as a gift from his own brother.  Continuing the tradition of the Roberts Court when hearing issues of securities regulation, the unanimous majority in a opinion authored by Justice Alito ruled to maintain the status quo.  The Dirks test is noted on page 2 of the slip opinion: "The tippee acquires the tipper’s duty to disclose or abstain from trading if the tippee knows the information was disclosed in breach of the tipper’s duty."  To determine the existence of a breach of fiduciary duty, "the disclosure of confidential information without personal benefit is not enough."   To establish the existence of a "personal benefit," the Court held that the tipper receives a personal benefit either when the tipper receives a financial benefit or when giving a gift of information to a trading relative or friend because "giving a gift of trading information is the same thing as trading by the tipper followed by a gift of the proceeds."  As Justice Alito writes on page 11 of the opinion, "Salman’s conduct is in the heartland of Dirks’s rule concerning gifts."  As a result, Salman's conviction was affirmed.

Beyond standing as a reaffirmation of Dirks with minor clarification, Salman also stands for the proposition that if securities regulation is to evolve, such evolution will have to come from Congressional action, rather than from the Court.  Because the opinion was unanimous, the confirmation of Judge Merrick Garland to the Court would have made little difference in the case, and it is unlikely that Donald Trump will appoint an activist justice in this area.  As a result, we will likely be left with stale remakes of previous opinions for the foreseeable future, unless Congress decides to refresh and reinvent the existing regulation.

December 6, 2016 | Permalink | Comments (0)

SCOTUS Issues Salman

The opinion is available here.

December 6, 2016 | Permalink | Comments (0)