Securities Law Prof Blog

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

Thursday, April 30, 2015

New in Print

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

Michael T. Cappucci, Prudential Regulation and the Knowledge Problem, 9 Va. L. & Bus. Rev. 1 (2014).

Stephen J. Choi, Jill E. Fisch & A.C. Pritchard, The Influence of Arbitrator Background and Representation on Arbitration Outcomes, 9 Va. L. & Bus. Rev. 43 (2014).

J. Scott Colesanti, Trotting Out the White Horse: How the S.E.C. Can Handle Bitcoin's Threat to American Investors, 65 Syracuse L. Rev. 1 (2014).

John C. Coates, Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications, 124 Yale L.J. 882 (2015).

Daniel J. Grimm, Traversing the Minefield: Joint Ventures and the Foreign Corrupt Practices Act, 9 Va. L. & Bus. Rev. 91 (2014).

Valerie M. Hughes, The Two Hundred Million Dollar Question: Were Letters of Credit as Good as Cash in the MF Global Liquidation?, 93 N.C. L. Rev. 276 (2014).

James J. Park, Bondholders and Securities Class Actions, 99 Minn. L. Rev. 585 (2014).

Hester Peirce & Robert Greene, Opening the Gate to Money Market Fund Reform, 34 Pace L. Rev. 1093 (2014).

Roberta Romano, Regulating in the Dark and a Postscript Assessment of the Iron Law of Financial Regulation, 43 Hofstra L. Rev. 25 (2014).

Jason E. Siegel, Note, Admit It! Corporate Admissions of Wrongdoing in SEC Settlements: Evaluating Collateral Estoppel Effects, 103 Geo. L.J. 433 (2015).

David A. Skeel, Jr., Behaviorism in Finance and Securities Law, 21 Sup. Ct. Econ. Rev. 77 (2014). 

Yesha Yadav,  Insider Trading in Derivatives Markets, 103 Geo. L.J. 381 (2015).




April 30, 2015 | Permalink | Comments (0) | TrackBack (0)

Friday, April 10, 2015

New in Print

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

Derek Fischer, Note, Dodd-Frank's Failure to Address CFTC Oversight of Self-Regulatory Organization Rulemaking, 115 Colum. L. Rev. 69 (2015).

Chad M. Jennings, Note, The American Depositary Revision: Restructuring ADRs for Emerging-Market Investments, 54 Va. J. Int'l L. 733 (2014).

Charles R. Korsmo & Minor Myers, The Structure of Stockholder Litigation: When Do the Merits Matter?, 75 Ohio St. L.J. 829 (2014).

Timothy E. Lynch, Coming Up Short: The United States' Second-Best Strategies for Corralling Purely Speculative Derivatives, 36 Cardozo L. Rev. 545 (2014).

Milan Markovic, Subprime Scriveners, 103 Ky. L.J. 1 (2014-2015).

Thomas W. Merrill & Margaret L. Merrill, Dodd-Frank Orderly Liquidation Authority: Too Big for the Constitution?, 163 U. Pa. L. Rev. 165 (2014). 

Guy Noyes, Student Article, Kicking Start-Ups Out of Online Financial Markets: Why the FTC Should Regulate Websites to Supplement the SEC, 19 Intell. Prop. L. Bull. 29 (2014).

Steven L. Schwarcz, The Governance Structure of Shadow Banking: Rethinking Assumptions About Limited Liability, 90 Notre Dame L. Rev. 1 (2014).

Stuart E. Smith, Comment, The Securities and Exchange Commission's Proposed Regulations under the CROWDFUND Act Strike a Necessary Balance between the Burden of Disclosure Placed on Issuers of Securities and Meaningful Protection for Unsophisticated Investors, 44 U. Balt. L. Rev. 127 (2014).

Urska Velikonja, Team Production and Securities Laws, 38 Seattle U. L. Rev. 725 (2015).

April 10, 2015 | Permalink | Comments (0) | TrackBack (0)

Saturday, April 4, 2015

Assistant Director of the Center for Transactional Law and Practice Emory Law School

Bobby Ahdieh (Emory) forwarded me this announcement about a position in Emory's outstanding Center for Transactional Law and Practice:

Emory Law School seeks an Assistant Director of the Center for Transactional Law and Practice to teach in and share the administrative duties associated with running the largest program in the Law School. Each candidate should have a J.D. or comparable law degree and substantial experience as an attorney practicing or teaching transactional law. Significant contacts in the Atlanta legal community are a plus.

Initially, the Assistant Director will be responsible for leading the charge to further develop the Deal Skills curriculum. (In Deal Skills – one of Emory Law’s signature core transactional skills courses – students are introduced to the business and legal issues common to commercial transactions.) The Assistant Director will co-teach at least one section of Deal Skills each semester, supervise the current Deal Skills adjuncts, and recruit, train, and evaluate the performance of new adjunct professors teaching the other sections of Deal Skills.

As the faculty advisor for Emory Law’s Transactional Law Program Negotiation Team, the Assistant Director will identify appropriate competitions, select team members, recruit coaches, and supervise both the drafting and negotiation components of each competition. The Assistant Director will also serve as the host of the Southeast Regional LawMeets® Competition held at Emory every other year.

Additionally, the Assistant Director will be responsible for the creation of two to three new capstone courses for the transactional law program. (A capstone course is a small, hands-on seminar in a specific transactional law topic such as mergers and acquisitions or commercial real estate transactions.) The Assistant Director will identify specific educational needs, recruit adjunct faculty, assist with curriculum design, and monitor the adjuncts’ performance.

Besides the specific duties described above, the Assistant Director will assist the Executive Director with the administration of the transactional law program and the Transactional Law and Skills Certificate program. This will involve publicizing the program to prospective and current students, monitoring the curriculum to assure that students are able to satisfy the requirements of the Certificate, and counselling students regarding their coursework and careers. The Assistant Director can also expect to participate in strategic planning, marketing, fundraising, alumni outreach, and a wide variety of other leadership tasks.


Emory University is an equal opportunity employer, committed to diversifying its faculty and staff. Members of under-represented groups are encouraged to apply. For more information about the transactional law program and the Transactional Law and Skills Certificate Program, please visit our website at:

To apply, please mail or e-mail a cover letter and resumé to:

Kevin Moody
Emory University Law School
1301 Clifton Road, N.E.
Atlanta, GA 30322-2770


April 4, 2015 | Permalink | Comments (0) | TrackBack (0)

New in Print

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

Adam Adler, Student Article, High Frequency Regulation: A New Model for Market Monitoring, 39 Vt. L. Rev. 161 (2014).

Vladimir Atanasov, Bernard Black & Conrad S. Ciccotello, Unbundling and Measuring Tunneling, 2014 U. Ill. L. Rev. 1697.

Zachary J. Gubler, Reconsidering the Institutional Design of Federal Securities Regulation, 56 Wm. & Mary L. Rev. 409 (2014).

Peter J.Henning,  A New Crime for Corporate Misconduct?, 84 Miss. L.J. 43 (2014).

Richard G. Himelrick, A Historical Introduction to Arizona's Securities Laws, 7 Ariz. Summit L. Rev. 679 (2014).

Kate Litvak, Defensive Management: Does the Sarbanes-Oxley Act Discourage Corporate Risk-Taking?, 2014 U. Ill. L. Rev. 1663.

Donna M. Nagy & Richard W. Painter, Plugging Leaks and Lowering Levees in the Federal Government: Practical Solutions for Securities Trading Based on Political Intelligence, 2014 U. Ill. L. Rev. 1521.

April 4, 2015 | Permalink | Comments (0) | TrackBack (0)

Friday, April 3, 2015

Third Annual Workshop for Corporate & Securities Litigation

Boston University Law School
October 2-3, 2015

This annual workshop brings together scholars focused on corporate and securities litigation to present their works-in-progress. The papers may address any aspect of corporate and securities litigation or enforcement, including but not limited to securities class actions, fiduciary duty litigation, or comparative approaches to business litigation. We welcome scholars working in a variety of methodologies, including empirical analysis, law and economics or other fields, and traditional doctrinal analysis. Participants will generally be expected to have drafts completed by the fall, although work in a more formative stage may also be included. Each author will provide a brief introduction, but most of the time in each session will be devoted to collective discussion of the paper.

Submission Procedure

If you are interested in participating in the conference, which will be held at Boston University Law School on October 2-3, 2015, please send an abstract or draft of the paper you would like to present to no later than May 29, 2015. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors of accepted papers will be notified by June 30, 2015.


Any questions concerning the workshop should be directed to the organizers: Professor David Webber (, Professor Jessica Erickson ( and Professor Verity Winship (

April 3, 2015 | Permalink | Comments (0) | TrackBack (0)

Koehler on 2014 FCPA Enforcement And Related Developments

Mike Koehler of the FCPA Professor Blog has posted A Snapshot of the Foreign Corrupt Practices Act on SSRN with the following abstract:

This article, part of an annual series, provides a snapshot of Foreign Corrupt Practices Act and related developments from 2014 and will be of value to anyone who seeks an informed base of knowledge regarding the FCPA and related legal and policy issues.

Specifically, this article uses FCPA enforcement action data and other top FCPA or related developments to highlight noteworthy issues from 2014 such as: numerous enforcement statistics; the wide spectrum of FCPA enforcement actions; the gap between corporate and individual FCPA enforcement; the problematic surge in SEC administrative actions to resolve alleged instances of FCPA scrutiny; and judicial scrutiny of FCPA and related enforcement theories.

Professor Koehler provides links to the rest of his articles in this series here.

April 3, 2015 | Permalink | Comments (0) | TrackBack (0)

Martin on Access to Financial Innovation

Cary Martin has posted Privileged Access to Financial Innovation on SSRN with the following abstract:

Access to private funds is limited to an elite class of investors -- wealthy individuals and large institutions. Individuals of more modest means -- “retail investors” -- face more limited investment choices; generally they can only invest in mutual funds. In spite of this inequitable division, the current regulatory climate will lead to an even further expansion of the private fund industry. This article argues that this loosening regulatory climate could lead to a talent drain amongst registered funds, could narrow the investment choices available to retail investors, and could deepen the already troubling income gap between wealthy and average earners. With respect to a possible talent drain, as it becomes easier for issuers to avoid the arduous registration requirements of the federal securities laws, many investment advisers will simply “go private” by instead offering hedge funds or other private investments. In assessing privileged access to strategies, since private funds are permitted to engage in more flexible trading strategies through the use of derivatives and other exotic instruments, elite investors have better opportunities for wealth maximization and diversification. A large body of empirical research has also found that private fund advisers often have privileged access to valuable information regarding upcoming investments. To the extent that this privileged access continues to grow, the options available to retail investors will continue to decline. From a broader perspective, this could magnify the financial challenges facing retail investors, some of which include dwindling retirement savings and declining property values, as well as deepen the already troubling income gap in this country. Alternative frameworks could entail; (1) loosening the capital restrictions that apply to mutual funds so that retail investors can access a greater degree of financial innovation, or (2) tightening the existing freedoms that apply to private funds, so as to level the playing field between retail and elite investors. However, the long-term and short-term effects to systemic risk, investor protection, and capital formation, would have to be thoroughly investigated before adopting any proposed solution along this spectrum. This would necessarily require enhanced coordination between the SEC and CFTC, and improved collaboration with related industries (e.g., economic, financial, banking, quantitative analysis, etc.).

April 3, 2015 | Permalink | Comments (0) | TrackBack (0)

Tuesday, March 24, 2015

New in Print

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

Brent J. Horton, For the Protection of Investors and the Public: Why Fannie Mae's Mortgage-Backed Securities Should Be Subject to the Disclosure Requirements of the Securities Act of 1933, 89 Tul. L. Rev. 125 (2014).

Hideki Kanda, Corporate Governance in Japanese Law: Recent Trends and Issues, 11 Hastings Bus. L.J. 69 (2015).

Calvin Kennedy, Note, Who, What, When, Where and Why: An examination of Asadi v. G.E. Energy and the Dodd-Frank Anti-Retaliation Provision, 75 U. Pitt. L. Rev. 235 (2013).

Omri Marian, Reconciling Tax Law and Securities Regulation, 48 U. Mich. J.L. Reform 1 (2014).

Jennifer M. Pacella, Inside or Out? The Dodd-Frank Whistleblower Program's Antiretaliation Protections for Internal Reporting, 86 Temp. L. Rev. 721 (2014). 

Amanda M. Rose, Better Bounty Hunting: How the SEC's New Whistleblower Program Changes the Securities Fraud Class Action Debate, 108 Nw. U. L. Rev. 1235 (2014).

Nicole D. Swartz, Comment, Bursting the Bitcoin Bubble: The Case to Regulate Digital Currency as a Security or Commodity, 17 Tul. J. Tech. & Intell. Prop. 319 (2014). 

March 24, 2015 | Permalink | Comments (0) | TrackBack (0)

Omnicare v. Laborers District Council Construction Industry Pension Fund

The Supreme Court's opinion is available here.

March 24, 2015 | Permalink | Comments (0) | TrackBack (0)

Tuesday, March 3, 2015

NASAA Offers Legislative Agenda for 114th Congress

Details available here.

March 3, 2015 | Permalink | Comments (0) | TrackBack (0)

This Week in Securities Litigation

Monday, February 23, 2015

SEC Speaks 2015

At SEC Speaks 2015 on February 20, 2015 in Washington, D.C., Chair Mary Jo WhiteCommissioner Luis A. AguilarCommissioner Daniel M. GallagherCommissioner Michael S. Piwowar, and Commissioner Kara M. Stein delivered remarks.  The texts of their speeches are linked to their names.

February 23, 2015 | Permalink | Comments (0) | TrackBack (0)

New in Print

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

Jesse Scott, Student Article, The JOBS Act: Encouraging Capital Formation,  But Not IPOs, 7 J. Bus. Entrepreneurship & L. 367 (2014).

Sonia A. Steinway, Comment, SEC "Monetary Penalties Speak Very Loudly," But What Do They Say? A Critical Analysis of the SEC's New Enforcement Approach, 124 Yale L.J. 209 (2014).

Sullivan & Cromwell Conference on Challenges in Global Financial Services, Keynote address by Daniel K. Tarullo; articles by Sanjai Bhagat, Brian Bolton, Roberta Romano, Henry T.C. Hu, Thomas J. Brennan, Andrew W. Lo, Jonathan Macey, Stijn Claessens, Edward J. Kane, Frederick Schauer, Gary Gorton and Richard Herring. 31 Yale J. on Reg. 505-881 (2014).

February 23, 2015 | Permalink | Comments (0) | TrackBack (0)

This Week in Securities Litigation

Wednesday, February 18, 2015

Ponsford on Virtual Currencies

Matthew Ponsford has posted A Comparative Analysis of Bitcoin and Other Decentralized Virtual Currencies: Legal Regulation in the People's Republic of China, Canada, and the United States on SSRN with the following abstract:

Bitcoin, also known as a decentralized virtual currency (DVC), is regulated differently in the People’s Republic of China (PRC), Canada, and the United States, and represents a vastly underdeveloped area of the law. No country has currently backed Bitcoin. Launched in 2009, and founded by Satoshi Nakamoto, Bitcoin is a “decentralized peer-to-peer virtual currency.” Other virtual currencies include Litecoin, Namecoin, Auroracoin, Peercoin, and Dogecoin – about 500 varieties in total – but research here primarily focuses on Bitcoin. A comparative analysis helps discern how these respective countries classify Bitcoin (e.g., a virtual object, currency, or potential security), and how these jurisdictions regulate, or intend to regulate, DVCs. Bitcoin is identified as a “currency,” throughout the paper, but the classification is heavily contested. Questions for analyses include: are there appropriate existing legal frameworks to regulate Bitcoin? What securities regulation challenges does Bitcoin pose? What are the consumer and investor protection concerns associated with Bitcoin compared to traditional financial exchanges? What are the cross-jurisdictional challenges of virtual currency transactions that operate over the Internet (e.g., money laundering, or fraudulent activities)? Research incorporates securities commission reports, social and political commentary from secondary sources, and relevant jurisprudence and legislation. Findings help situate the current climate of Bitcoin globally, and assess how its regulation differs relative to technological, economic, social, financial, and political forces.

February 18, 2015 | Permalink | Comments (0) | TrackBack (0)

Hill on Virtual Currencies

Julie Andersen Hill has posted Virtual Currencies & Federal Law on SSRN with the following abstract:

The rise of virtual currencies, like many innovations, poses legal questions. Most existing laws do not contemplate the existence of virtual currencies. Can existing U.S. criminal law, tax law, banking law, securities law, and consumer protection law nevertheless be applied to virtual currencies? This article provides an update on federal regulators' recent attempts to tackle these questions. Because virtual currencies are new, the law is still developing. There are unanswered questions and the current answers are subject to change. Nevertheless, we must start somewhere.

February 18, 2015 | Permalink | Comments (0) | TrackBack (0)

Monday, February 16, 2015

Lazaro & Edwards on the Regulation of Investment Advice

Christine Lazaro and Benjamin P. Edwards have posted The Fragmented Regulation of Investment Advice: A Call for Harmonization on SSRN with the following abstract:

Articles on investment advice have largely focused on two categories of individuals – investment advisers and brokers. Our article takes a unique focus by arguing that harmonizing the regulation of investment advice must necessarily include insurance producers as well. We argue that the regulation of all investment advice given to retail investors must be harmonized, which can only be done by the adoption of a new Investment Advice Act.

To support our argument, we first trace the history of the regulation of investment advisers, brokers and insurance producers and explore the varying standards that apply to the advice each individual gives to retail investors. Next, we focus on one investment product specifically, equity-indexed annuities, which has blurred the lines between securities and insurance. This product highlights the issues inherent in the current fragmented regulatory structure.

Next, we propose a solution in the form of an Investment Advice Act, which would replace the fragmented federal regime governing investment advisers and brokers. It would also create new a level of federal regulation to govern investment advice by insurance producers. We lay out the general parameters of the Act, and discuss the scope of conduct such an Act should regulate.

February 16, 2015 | Permalink | Comments (0) | TrackBack (0)

New in Print

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

Valian A. Afshar, Note, A Blended Approach to Reducing the Costs of Shareholder Litigation, 113 Mich. L. Rev. 315 (2014).

Mehrsa Baradaran, Regulation by Hypothetical, 67 Vand. L. Rev. 1247 (2014).

Amy Coleman, A Plague of Locusts: The JOBS Act as Foe More than Friend, 16 Duq. Bus. L.J. 43 (2013).

Polina Demina, Note, Broker-Dealers and Investment Advisers: A Behavioral-Economics Analysis of Competing Suggestions for Reform, 113 Mich. L. Rev. 429 (2014).

Jamie Hopkins & Katie Hopkins, Not All That Glitters Is Gold - Limitations on Equity Crowdfunding Regulations, 16 Duq. Bus. L.J. 1 (2013).

Steven L. Schwarcz & Ori Sharon, The Bankruptcy-Law Safe Harbor for Derivatives: A Path-Dependence Analysis, 71 Wash. & Lee L. Rev. 1715 (2014). 

Latasha D. Terry, Comment, Revenue Recognition Rules for Bundled Sales in High Technology Undermine the Purpose of Section 10(b) of the Securities and Exchange Act, 48 U.S.F. L. Rev. 585 (2014).

Anne M. Tucker, The Outside Investor: Citizen Shareholders & Corporate Alienation, 11 U. St. Thomas L.J. 99 (2013).

February 16, 2015 | Permalink | Comments (0) | TrackBack (0)

This Week in Securities Litigation

SEC Announces Agenda and Panelists for Proxy Voting Roundtable

Details available here.

February 16, 2015 | Permalink | Comments (0) | TrackBack (0)