Securities Law Prof Blog

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

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.


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.


If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to 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. 


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

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 or Anne Tucker, Georgia State University College of Law, 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)

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)