Securities Law Prof Blog

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

Saturday, August 1, 2015

Law Professor Survey on the Use of Popular Culture in Law Teaching

Cynthia Bond, a professor at John Marshall Law School, has requested that I post the following survey announcement:

Greetings Law Teacher Colleagues:

I am working on an article this summer on uses of popular culture in the law school classroom.  I am defining popular culture broadly to include mass culture texts like movies, TV shows, popular music, images which circulate on the internet, etc, and also any current events that you may reference in the classroom which are not purely legal in nature (i.e. not simply a recent court decision).

To support this article, I am doing a rather unscientific survey to get a sense of what law professors are doing in this area.  If you are a law professor and you use popular culture in your class, I would be most grateful if you could answer this quick, anonymous survey I have put together:

Thanks in advance for your time and have a wonderful rest of summer!

Cynthia Bond
The John Marshall Law School
Chicago, Il

August 1, 2015 | Permalink | Comments (0)

New in Print

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

Bryce Cullinane, Case Note, Assessing Irving Picard's Writ of certiorari in Picard v. JPMorgan Chase: Another Chapter in the Saga of Bernie Madoff and His Impact on the Securities Industry, 8 J. Bus. Entrepreneurship & L. 287 (2014).

Christopher R. Dyess, Credit Rating Agency Review Board:  The Challenges and Implications of Implementing the Franken-Wicker Amendment to Dodd-Frank, 8 J. Bus. Entrepreneurship & L. 79 (2014).

Alex B. Heller, Comment, Corporate Death Penalty:  Prosecutorial Discretion and the Indictment of SAC Capital, 22 Geo. Mason L. Rev. 763 (2015).

Allison Hintz, Comment, Lost in the Dark:  An Analysis of the SEC's Regulatory Response to Dark Pools, 13 DePaul Bus. & Com. L.J. 329 (2015).

Christopher Ippoliti, Governing the Corporate Insiders: Improving Regulation Fair Disclosure with More Robust Guidance and Stronger Penalties for Individual Executives, 8 J. Bus. Entrepreneurship & L. 13 (2014).

James Tyler Kirk, Deranged Disgorgement, 8 J. Bus. Entrepreneurship & L. 131 (2014).

Steven McNamara, Insider Trading and Evolutionary Psychology:  Strong Reciprocity, Cheater Detection, and the Expanding Boundaries of the Law, 22 Va. J. Soc. Pol'y & L. 241 (2015).

Felipe G.C. Prado, Restricted Offerings in the U.S. and in Brazil: A Comparative Analysis, 48 Int'l Law. 33 (2014).

Marc I. Steinberg & Alex Prescott, The Emergence of a New Battleground: Liability for Secondary Market Violations in Ontario, 48 Int'l Law. 17 (2014).

Max Vogel, Note, Crowdfunding Human Capital Contracts, 36 Cardozo L. Rev. 1577 (2015).

Karen E. Woody, Securities Laws as Foreign Policy, 15 Nev. L.J. 297 (2014).

August 1, 2015 | Permalink | Comments (0)

Tuesday, July 14, 2015

New in Print

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

Carlos Gomez-Jara Diez, Honest Services Fraud as a Criminal Breach of Fiduciary Duties:  A Comparative Law Approach for Reform, 18 New Crim. L. Rev. 100 (2015).

Sarah E. Light, The New Insider Trading: Environmental Markets within the Firm, 34 Stan. Envtl. L.J. 3 (2015).

Marc Morris, United in Diversity, Divided by Sovereignty: Hybrid financing, Thin Capitalization, and Tax Coordination in the European Union, 31 Ariz. J. Int'l & Comp. L. 761 (2014). 

July 14, 2015 | Permalink | Comments (0)

Friday, July 10, 2015

This Week in Securities Litigation

New in Print

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

Kabir Ahmed & Dezso Farkas, A Proposal to Encourage Up-the-Ladder Reporting by Insulating In-House Corporate Attorneys from Managerial Power, 39 Del. J. Corp. L. 861 (2015).

Annalisa Leibold, Extraterritorial application of the FCPA under International Law, 51 Willamette L. Rev. 225 (2015).

Thomas J. Manning, Private Equity and the FCPA: Deal-Making as Reform Mechanism, 42 Pepp. L. Rev. 377 (2015).

Stephen Miles, Exploring Unexplored Frontiers:  The Private Right of Action under the Louisiana Securities Law, 75 La. L. Rev. 801 (2015).

Jeff Vogt, Note, Don't Tell Your Boss? Blowing the Whistle on the Fifth Circuit's Elimination of Anti-Retaliation Protection for Internal Whistleblowers under Dodd-Frank, 67 Okla. L. Rev. 353 (2015).

Natalie Wong, Note, NML Capital, Ltd. v. Republic of Argentina and the Changing Roles of the Pari Passu and Collective Action Clauses in Sovereign Debt Agreements, 53 Colum. J. Transnat'l L. 396 (2015).

July 10, 2015 | Permalink | Comments (0)

Vollmer on Primary Liability Under Section 17(a) and Rule 10b-5

Andrew N. Vollmer has posted SEC Revanchism and the Expansion of Primary Liability Under Section 17(a) and Rule 10b-5 on SSRN with the following abstract:

An important issue in many enforcement cases brought by the Securities and Exchange Commission is the scope of primary liability under the two main anti-fraud provisions, Section 17(a) of the Securities Act and Rule 10b-5 of the Exchange Act. In Flannery, which was an administrative enforcement case, a bare majority of SEC Commissioners adopted broad positions on primary liability under Rule 10b-5(a) and (c) and Section 17(a)(1), (2), and (3). The Commission not only advanced expansive legal conclusions, but it also insisted that the courts accept the agency’s legal interpretations as controlling.

This article discusses two issues that Flannery raises, both of them related to the role of administrative agencies in the development, enforcement, and adjudication of federal law. First, the article compares the Commission’s interpretations of the parts of Section 17(a) and Rule 10b-5 with the reasoning and analysis of a series of prominent Supreme Court decisions that imposed meaningful boundaries around aspects of primary liability under Rule 10b-5. That comparison shows that much about Flannery is not consistent with, and is antagonistic to, the Supreme Court’s decisions in Central Bank, Stoneridge, and Janus.

Second, the article evaluates Flannery’s explicit demand for Chevron deference and concludes that a reviewing court would have doctrinal and precedential grounds for refusing to accept the Flannery positions as controlling. The reasons start with the text of the provision of the Administrative Procedure Act governing judicial review of agency actions and also cover the actual practice of the Supreme Court and courts of appeals when they review a legal conclusion in an agency adjudication.

The precedents identify good reasons for not granting Chevron deference to Flannery. Giving controlling effect to the SEC’s decision would allow the agency both to avoid the teachings of leading Supreme Court authorities and to trump the Supreme Court and other federal courts on significant matters of statutory interpretation.


July 10, 2015 | Permalink | Comments (0)

Tuesday, June 23, 2015

New in Print

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

J.H. Dalhuisen, Globalization and the Transnationalization of Commercial and Financial Law, 67 Rutgers U. L. Rev. 19 (2015).

Martin Gelter & Zehra G. Kavame Eroglu, Whose Trojan Horse?: The Dynamics of Resistance Against IFRS, 36 U. Pa. J. Int'l L. 89 (2014).

David Groshoff, Alex Nguyen & Kurtis Urien, Crowdfunding 6.0: Does the SEC's FinTech Law Failure Reveal the Agency's True Mission to Protect--Solely Accredited--Investors?, 9 Entrepren. Bus. L.J. 277 (2015).

Joseph Hogan, Comment, Like Oil and Water: Equity Crowdfunding and Securities Regulation, 18 Lewis & Clark L. Rev. 1091 (2014).

Hayden C. Holliman, Note, The Consolidated Audit Trail: An Overreaction to the Danger of Flash Crashes from High Frequency Trading, 19 N.C. Bank. Inst. 135 (2015).

Jonathan R. Hornok, The Alternative Investment Market: Helping Small Enterprises Grow Public, 9 Entrepren. Bus. L.J. 323 (2015).

Caroline E. Keen, Note, Clarifying What Is "Clear": Reconsidering Whistleblower Protections under Dodd-Frank, 19 N.C. Bank. Inst. 215 (2015).

J. Tyler Kirk, Superior Supererogation: Why Credit Default Swaps Are Securities under the Investment Advisers Act of 1940, 6 Wm. & Mary Bus. L. Rev. 237 (2015).

Charles R. Korsmo, Market Efficiency and Fraud on the Market: The Danger of Halliburton, 18 Lewis & Clark L. Rev. 827 (2014).

Nathan Lee, The Extraterritorial Reach of United States Securities actions after Morrison v. National Australian Bank, 13 Rich. J. Global L. & Bus. 623 (2015).

Tom C.W. Lin, Reasonable Investor(s), 95 B.U. L. Rev. 461 (2015).

Brian M. McCall, Gambling on our Financial Future: How the Federal Government Fiddles While State Common Law Is a Safer Bet to Prevent Another Financial Collapse, 46 Ariz. St. L.J. 1347 (2014).

Richard Moberly, Jordan A. Thomas & Jason Zuckerman, De Facto Gag Clauses: The Legality of Employment Agreements that Undermine Dodd-Frank's Whistleblower Provisions, 30 A.B.A. J. Lab. & Emp. L. 87 (2014).

Tyler H. Morris, Note, Too Big to Jail: The Lack of Suitable Culpability Elements in the Criminal Liability of Principals, 9 Brook. J. Corp. Fin. & Com. L. 335 (2014).

Charles W. Murdock, Halliburton, Basic, and Fraud on the Market: The Need for a New Paradigm, 60 Vill. L. Rev. 203 (2015).

Hossein Nabilou & Alessio M. Paccesm, The Hedge Fund Regulation Dilemma: Direct vs. Indirect Regulation, 6 Wm. & Mary Bus. L. Rev. 183 (2015).

Adi Osovsky, The Curious Case of the Secondary Market with Respect to Investor Protection, 82 Tenn. L. Rev. 83 (2014).

Po-Ting Peng, Note, Deciding the Applicable Law in Private Antifraud Claims Arising from Cross-Border Security-Based Swaps, 24 Minn. J. Int'l L. 131 (2015).

Taylor J. Phillips, The Federal Common Law of Successor Liability and the Foreign Corrupt Practices Act, 6 Wm. & Mary Bus. L. Rev. 89 (2015).

Carlton B .Price, Note, What Money Market Mutual Fund Reform Means for Banks and Money Market Deposit Accounts, 19 N.C. Bank. Inst. 243 (2015).

Gregory Scopino, Do Automated Trading Systems Dream of Manipulating the Price of Futures Contracts? Policing Markets for Improper Trading Practices by Algorithmic Robots, 67 Fla. L. Rev. 221 (2015).

Brian J. Shea, Note, Better Go It Alone: An Extension of Fiduciary Duties for Investment Fund Managers in Securities Class Action Opt-Outs, 6 Wm. & Mary Bus. L. Rev. 255 (2015).

Gregory H. Shill, Boilerplate Shock: Sovereign Debt Contracts as Incubators of Systemic Risk, 89 Tul. L. Rev. 751 (2015).

William Shotzbarger, Note, Business and Friendship Don't Mix: The Government's Expansion of Insider Trading Liability under SEC Rule 10b5-2, 65 Syracuse L. Rev. 579 (2015).

Steven Davidoff Solomon & David Zaring, After the Deal: Fannie, Freddie, and the Financial Crisis Aftermath, 95 B.U. L. Rev. 371 (2015).

Andrew F. Tuch, The Self-Regulation of Investment Bankers, 83 Geo. Wash. L. Rev. 101 (2014).

Markus Wagner, Regulatory Space in International Trade Law and International Investment Law, 36 U. Pa. J. Int'l L. 1 (2014).

Daniel P. Willey, Note, Misplaced Reliance: Rethinking Rule 10b-5 and the Causal Connection, 95 B.U. L. Rev. 651 (2015).

June 23, 2015 | Permalink | Comments (0)

Tuesday, June 9, 2015

New in Print

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

Norah C. Avellan, Note, The Securities and Exchange Commission and the Growing Need for Cybersecurity in Modern Corporate America, 54 Washburn L.J. 193 (2014).

Eric C. Chaffee, An Oak Is an Oak Is an Oak Is an Oak: The Disappointing Entrenchment in Halliburton Co. v. Erica P. John Fund of the Implied Private Right of Action under Section 10(b) and Rule 10b-5, 9 N.Y.U. J.L. & Liberty 92 (2015).

Harry S. Gerla, Confidentiality Agreements and the Misappropriation Theory of Insider Trading: Avoiding the Fiduciary Duty Fetish, 39 U. Dayton L. Rev. 331 (2015).

Jamie Heine, The Whittling Away of the Private Right of Action under Rule 10b-5: The PSLRA, Janus, and the Financial Crisis, 48 Creighton L. Rev. 23 (2014).

Michael J. Kaufman & John M. Wunderlich, Leave Time for Trouble: The Limitations Periods under the Securities Laws, 40 J. Corp. L. 143 (2014).

Robert Quigley, The Impulse Towards Individual Criminal Punishment after the Financial Crisis, 22 Va. J. Soc. Pol'y & L. 103 (2015).

Jennifer Rose Roeske, Note, 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, 88 St. John's L. Rev. 433 (2014).

Mauricio Salazar, Comment, Swapping More than Regulations: Reexamining the Goals of the Dodd-Frank Act and the European Market Infrastructure Regulation on Over-the-Counter Derivative Markets, 21 Sw. J. Int'l L. 217 (2014).

Raxit Shah, Note, Staying the Course with Broker-Dealer Registration: The SEC's Impending Regulation of Crowdfunding Portals under the JOBS Act, 40 J. Corp. L. 275 (2014).

Urska Velikonja, Public Compensation for Private Harm: Evidence from the SEC's Fair Fund Distributions, 67 Stan. L. Rev. 331 (2015).

Justin D. Weitz, A Necessary Supplement: Reinvigorating Civil RICO's Securities Fraud Predicate, 21 Widener L. Rev. 27 (2015).

June 9, 2015 | Permalink | Comments (0)

Cheffins, Bank & Wells on Shareholder Protection

Brian R. Cheffins, Steven A. Bank, and Harwell Wells have posted Shareholder Protection Across Time on SSRN with the following abstract:

This Article offers the first systematic attempt to measure the development of shareholder protection in the United States across time. Using three indices developed to measure the relative strength of shareholder protection across nations, we evaluate numerically the protections corporate and securities law have offered shareholders from the beginning of the twentieth century to the present day. We do so by tracking the rights accorded to shareholders across time under three important sources of corporate law, Delaware and Illinois and the Model Business Corporation Act.

Our novel study yields novel results. First, we find that the protections afforded to shareholders by state corporation law have decreased since 1900 but only modestly so. This implies that, contrary to the assumptions of many scholars, state competition in corporate law has not significantly eroded shareholder rights. Second, when we add in measures that count protections provided by federal as well as state law, we find that shareholder protection improved across time. This implies that federal intervention has played a crucial and perhaps underappreciated role in shaping U.S. corporate law. Beyond its specific findings, this study illustrates how empirical analysis of legal trends provides scholars with a new means for analyzing and resolving fundamental questions in corporate law.

June 9, 2015 | Permalink | Comments (0)

Baker, Perino & Silver on Securities Class Actions

Lynn A. Baker, Michael A. Perino, and Charles Silver have posted Is the Price Right? An Empirical Study of Fee-Setting in Securities Class Actions on SSRN with the following abstract:

Every year, fee awards enable millions of people to obtain access to justice and strengthen the deterrent effect of the law by motivating lawyers to handle class actions. But the process by which judges decide how much to pay lawyers remains a black box. Settlements go in one side; fee awards come out the other. The inputs and outputs have been studied, but the actual operation of the fee-setting mechanism has not. Consequently, it is difficult to know why judges award the amounts they do or whether they size fee awards correctly.

Both numerically and in terms of dollars recovered, securities cases dominate the federal courts’ class action docket. We therefore undertook to peer into the fee-setting black box by studying in detail all of the 434 securities class actions that settled in federal district courts from 2007 through 2012. We examined the actual court filings in each case to create an original, comprehensive dataset of information on all points at which federal judges are likely to consider issues relating to fees. These data enable us to paint a picture of the fee-setting process that is unusually detailed and nuanced and that falsifies many common beliefs. 

Among our major findings are that: (1) federal judges often deviate from the path Congress laid out in the Private Securities Litigation Reform Act (PSLRA), which requires lead plaintiffs to set the terms of class counsel’s retention and federal judges to serve as backstops against abuses; (2) fees tend to be lower in federal districts that see a high volume of securities class actions than in districts that handle these cases less often; (3) fee cuts are significantly more likely among judges that see a high volume of securities class actions than among low volume judges; (4) the well-known “decrease-increase” rule, according to which fee percentages decline as settlements become larger, operates mainly in high-volume districts; and (5) judges appear to cut fees randomly, that is, on the basis of their own predilections rather than the merits of fee requests. Finally, we learn that so-called “lodestar cross-checks,” which require judges to consider the “time and labor expended by counsel” and other factors to ensure against excessive fees, accomplish nothing. Actual fee awards reflect something closer to a pure “percentage of the fund” approach.

In sum, we found little evidence that the actions currently taken by the courts in securities class actions move class counsel’s fees closer to the “right price.” We therefore propose a set of procedural reforms which courts could easily adopt that would make fee-setting in securities class actions more transparent, more compatible with the normative goals of the PSLRA, and more predictable. The reforms would encourage lawyers to invest optimally in class actions, with salutary effects for investors seeking compensation and the integrity of the financial markets.

June 9, 2015 | Permalink | Comments (0)

Monday, June 8, 2015

Dombalagian on Information in Capital Markets

Onnig H. Dombalagian has published a new book, Chasing the Tape: Information Law and Policy in Capital Markets.  The website for the book offers the following overview:

Financial information is a both a public resource and a commodity that market participants produce and distribute in connection with other financial products and services. Legislators, regulators, and other policy makers must therefore balance the goal of making information transparent, accessible, and useful for the collective benefit of society against the need to maintain appropriate incentives for information originators and intermediaries. In Chasing the Tape, Onnig Dombalagian examines the policy objectives and regulatory tools that shape the information production chain in capital markets in the United States, the European Union, and other jurisdictions. His analysis offers a unique cross section of capital market infrastructure, spanning different countries, regulated entities, and financial instruments.

Dombalagian uses four key categories of information—issuer information, market information, information used in credit analysis, and benchmarks—to survey the market forces and regulatory regimes that govern the flow of information in capital markets. He considers the similarities and differences in regulatory aims and strategies across categories, and discusses alternative approaches proposed or adopted by scholars and policy makers. Dombalagian argues that the long-term regulatory challenges raised by economic globalization and advanced information technology will require policy makers to decouple information policy in capital markets from increasingly arbitrary historical classifications and jurisdictional boundaries.

June 8, 2015 | Permalink | Comments (0)

New in Print

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

Todd Haugh, The Most Senior Wall Street Official: Evaluating the State of Financial Crisis Prosecutions, 9 Va. L. & Bus. Rev. 153 (2015).

Paul B. Maslo, Immunocompromised: A Call for Courts to Redefine the Boundaries of the Absolute Immunity Doctrine's Application to National Securities Exchanges, 11 N.Y.U. J.L. & Bus. 333 (2014). 

Alisha Patterson, Case Comment, Securities Law--Section 10(b) Liability Not Applicable to Domestic Securities-Based Swap Agreements on Foreign Securities--Parkcentral Global Hub Ltd. v. Porsche Auto. Holdings SE, 763 F.3d 198 (2d Cir. 2014). 38 Suffolk Transnat'l L. Rev. 233 (2015).

MaryJane Richardson, Comment, The Disguise of Municipal Bonds: How a Safe Bet in Investing Can Become an Unexpected Uncertainty During Municipal Bankruptcy, 37 Campbell L. Rev. 187 (2015).

June 8, 2015 | Permalink | Comments (0)

Thursday, May 28, 2015

Haan on NAM v. SEC

Sarah Haan has an interesting post on Balkination about D.C. Circuit's rehearing of NAM v. SEC, the 2014 case in which the court threw out part of the SEC’s Conflict Minerals Rule on First Amendment grounds.  The post addresses the issue in the case:  Can the D.C. Circuit apply a commercial speech test to a securities disclosure rule?

May 28, 2015 | Permalink | Comments (0) | TrackBack (0)

Koehler on the FCPA and SEC Forum Selection

Mike Koehler has an interesting post on the Foreign Corrupt Practices Act on the FCPA Professor Blog.  The post discusses how the SEC determines whether as a civil action in federal court or an SEC administrative proceeding.  It's well worth a read.

May 28, 2015 | Permalink | Comments (0) | TrackBack (0)

New in Print

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

Carlos Berdejo, Revisiting the Voting Prohibition in Bond Workouts, 89 Tul. L. Rev. 541 (2015).

Hunter DeKoninck, Note, Breaking the Curse: A Multilayered Regulatory Approach, 22 Ind. J. Global Legal Stud. 121 (2015).

Susan B. Heyman, Rethinking Regulation Fair Disclosure and Corporate Free Speech, 36 Cardozo L. Rev. 1099 (2015).

Jonathan Lindenfeld, Note, The CFTC's Substituted Compliance Approach: An Attempt to Bring about Global Harmony and Stability in the Derivatives Market, 14 J. Int'l Bus. & L. 125 (2015).

Nicole Mirjanich, Comment, Digital Money: Bitcoin's Financial and Tax Future Despite Regulatory Uncertainty, 64 DePaul L. Rev. 213 (2014).

Neal Perlman, Note, Section 21(a) Reports: Formalizing a Functional Release Valve at the Securities and Exchange Commission, 69 N.Y.U. Ann. Surv. Am. L. 887 (2014).

Gregory Scopino, The (Questionable) Legality of High-Speed "Pinging" and "Front Running" in the Futures Markets, 47 Conn. L. Rev. 607 (2015).

Elan W. Silver, Comment, Reaching the Right Investors: Comparing Investor Solicitation in the Private-Placement Regimes of the United States and the European Union, 89 Tul. L. Rev. 719 (2015).

Robert H. Steinhoff, Comment, The Next British Invasion Is Securities Crowdfunding: How Issuing Non-Registered Securities Through the Crowd Can Succeed in the United States, 86 U. Colo. L. Rev. 661 (2015).

Natalie A. Turchi, Note, Restructuring a Sovereign Bond Pari Passu Work-Around: Can Holdout Creditors Ever Have Equal Treatment, 83 Fordham L. Rev. 2171 (2015).

May 28, 2015 | Permalink | Comments (0) | TrackBack (0)

Monday, May 11, 2015

Anderson on Insider Trading

John P. Anderson has posted Solving the Paradox of Insider Trading Compliance on SSRN with the following abstract:

Regulators demand the impossible when they require issuers to design and implement an effective insider trading compliance program because insider trading is a crime that neither Congress nor the SEC has defined with any specificity. This problem of uncertainty is then compounded by the threat of heavy civil and criminal sanctions for violations. Placed between this rock and hard place, issuers tend to adopt over-broad insider trading compliance programs that come at a heavy price in terms of corporate culture, cost of compensation, share liquidity, and cost of capital. The irony is that, since all of these costs are ultimately passed along to the shareholders, insider trading enforcement under the current regime has precisely the opposite of its intended effect. This is the paradox of insider trading compliance for issuers, just one more symptom of a dysfunctional insider trading enforcement regime that is in need of a dramatic overhaul.

There are a number of conceivable paths to resolving this paradox. The most obvious solution would be for the SEC to issue a rule or for Congress to promulgate a statute defining insider trading with greater specificity. But while simply fixing definitions to the elements of insider trading under the current regime would improve matters, this Article calls for a more radical solution. It is suggested that the current enforcement regime be liberalized to permit insider trading where the issuer approves the trade in advance and has disclosed that it permits such trading pursuant to regulatory guidelines. It is argued that such reform would lead to a more rational, efficient, and just insider trading enforcement regime. Moreover, by aligning the interests of issuers, shareholders, and regulators, it would also offer the most effective solution to the paradox of insider trading compliance.

May 11, 2015 | Permalink | Comments (0) | TrackBack (0)

Koehler on the FCPA

Mike Koehler has posted Ten Seldom Discussed Foreign Corrupt Practices Act Facts that You Need to Know on SSRN with the following abstract:

Much is written about the Foreign Corrupt Practices Act. However, amid the clutter of enforcement agency rhetoric and resolution documents not subjected to any meaningful judicial scrutiny as well as the mountains of FCPA Inc. marketing material touting the next compliance risk, there are certain FCPA facts that are seldom discussed.

Yet such facts, covering the entire span of the FCPA — from the statute’s enactment, to its statutory provisions, to FCPA enforcement, to FCPA reform, to the FCPA industry itself — occasionally bear repeating.

This article does that by highlighting ten seldom discussed FCPA facts that you need to know.

May 11, 2015 | Permalink | Comments (0) | TrackBack (0)

New in Print

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

Aaron S. Davidowitz, Note, Abandoning the 'Mosaic Theory': Why the 'Mosaic Theory' of Securities Analysis Constitutes Illegal Insider Trading and What to Do about It, 46 Wash. U. J.L. & Pol'y 281 (2014).

Alicia J. Davis, Market Efficiency and the Problem of Retail Flight, 20 Stan. J.L. Bus. & Fin. 36 (2014).

Francis J. Facciolo, Do I Have a Bridge for You: Fiduciary Duties and Investment Advice, 17 U. Pa. J. Bus. L. 101 (2014).

Nan S. Ellis & Steven B. Dow, Attaching Criminal Liability to Credit Rating Agencies: Use of the Corporate Ethos Theory of Criminal Liability, 17 U. Pa. J. Bus. L. 167 (2014)

Cody R. Friesz, Note, Crowdfunding & Investor Education: Empowering Investors to Mitigate Risk & Prevent Fraud, 48 Suffolk U.L. Rev. 131 (2015).

Priyah Kaul, Note, Admit or Deny: A Call for Reform of the SEC's "Neither-Admit-Nor-Deny" Policy, 48 U. Mich. J.L. Reform 535 (2015).

Michael P. Marek & Robert A. Wilson, A Future for Reserve-Based Lending in Emerging Markets? Limitations of the Traditional Model, 10 Tex. J. Oil Gas & Energy L. 149 (2014).

Nathan R. Schuur, Note, Fraud Is Already Illegal: Section 621 of the Dodd-Frank Act in the Context of the Securities Laws, 48 U. Mich. J.L. Reform 565 (2015).

Will White, Note, Oil, Corruption, and the Department of Justice: FCPA Enforcement and the Energy Industry, 10 Tex. J. Oil Gas & Energy L. 181 (2014).

2014 Symposium, Never the Twain: Emerging U.S.-Chinese Business Law Relations. Articles by Franklin Allen, Jun "QJ" Qian, Jerome A. Cohen, Li Guo, Nicholas Calcina Howson, Vikramaditya S. Khanna, Jiangyu Wang and Angela Huyue Zhang, 47 Cornell Int'l L.J. 499-707 (2014).

May 11, 2015 | Permalink | Comments (0) | TrackBack (0)

Wednesday, May 6, 2015

Chair White's Testimony on the Fiscal Year 2016 Budget Request of the U.S. Securities and Exchange Commission

Details available here.

May 6, 2015 | Permalink | Comments (0) | TrackBack (0)

SEC Announces Outreach Programs to Help Firms Comply With Regulation Systems Compliance and Integrity

Details available here.

May 6, 2015 | Permalink | Comments (0) | TrackBack (0)