Securities Law Prof Blog

New Securities Law Articles in Print

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

Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon & Randall S. Thomas, Mootness Fees, 72 Vand. L. Rev. 1777 (2019).

James D. Cox & Frank Partnoy, Introduction: Professor Randall Thomas's Depolarizing and Neutral Approach to Shareholder Rights, 72 Vand. L. Rev. 1755 (2019).

Jessica Erickson, Automating Securities Class Action Settlements, 72 Vand. L. Rev. 1817 (2019).

Michael Greenberger, Too Big to Fail — U.S. Banks' Regulatory Alchemy: Converting an Obscure Agency Footnote into an "At Will" Nullification of Dodd-Frank's Regulation of the Multi-Trillion Dollar Financial Swaps Market, 14 J. Bus. & Tech. L. 197 (2019).

Colleen Honigsberg, The Case for Individual Audit Partner Accountability, 72 Vand. L. Rev. 1871 (2019).

Charles R. Korsmo & Minor Myers, Lead Plaintiff Incentives in Aggregate Litigation, 72 Vand. L. Rev. 1923 (2019).

Bradley Larkin, Note, Breaking up the Focus on Relationships for Nonpecuniary Insider Trading Personal Benefits, 88 Fordham L. Rev. 267 (2019).

Robert Luskin, Caring about Corporate "Due Care": Why Criminal Respondeat Superior Liability Outreaches Its Justification, 57 Am. Crim. L. Rev. 303 (2020).

Jennifer M. Pacella, Compliance Officers: Personal Liability, Protections, and Posture, 14 Brook. J. Corp. Fin. & Com. L. 23 (2019).

Stephen Kim Park, Social Responsibility Regulation and Its Challenges to Corporate Compliance, 14 Brook. J. Corp. Fin. & Com. L. 39 (2019).

Amanda M. Rose, Calculating SEC Whistleblower Awards: A Theoretical Approach, 72 Vand. L. Rev. 2047 (2019).

Daniel W. Slemmer, Note, Artificial Intelligence & Artificial Prices: Safeguarding Securities Markets from Manipulation by Non-Human Actors, 14 Brook. J. Corp. Fin. & Com. L. 149 (2019).

Dirk A. Zetzsche, Ross P.Buckley, Douglas W. Arner & Linus Fohr, The ICO Gold Rush: It's a Scam, It's a Bubble, It's a Super Challenge for Regulators, 60 Harv. Int'l L.J. 267 (2019).

New Securities Law Articles in Print

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

Marco Dell'Erba, Stablecoins in Cryptoeconomics: from Initial Coin Offerings to Central Bank Digital Currencies, 22 N.Y.U. J. Legis. & Pub. Pol'y 1 (2019).

Joshua D. Dubin, Note, Blockchain Prediction Markets: Where They Came from, Why They Matter & How to Regulate Those Involved, 97 Wash. U. L. Rev. 575 (2019).

Kevin S. Haeberle, Information Asymmetry and the Protection of Ordinary Investors, 53 U.C. Davis L. Rev. 145 (2019).

Menesh S. Patel, Does Insider Trading Law Change Behavior? An Empirical Analysis, 53 U.C. Davis L. Rev. 447 (2019).

Steven L. Schwarcz, Central Clearing of Financial Contracts: Theory and Regulatory Implications, 167 U. Pa. L. Rev. 1327 (2019).

Ahmed E. Taha, Exploiting Pre-Existing Beliefs, 97 Wash. U. L. Rev. 607 (2019).

Hana V. Vizcarra, The Reasonable Investor and Climate-Related Information: Changing Expectations for Financial Disclosures, 50 Envtl. L. Rep. 10106 (2020).

Heather G. White, A Little Help from Our Friends: Moving beyond Enforcement to Improve State and Local Government Compliance with Federal Securities Laws, 22 N.Y.U. J. Legis. & Pub. Pol'y 129 (2019).

New Securities Law Articles in Print

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

Tessa Bell, Note, Weakness in Numbers: The Risks Investors' Bounded Rationality and Cognitive Biases Pose to the U.S. Securities Crowdfunding Market, 108 Geo. L.J. 175 (2019).

Rachel G. Miller, Note, A Practice Worth Ending: EPS Guidance Harming Long-Term Growth, 95 Notre Dame L. Rev. 445 (2019).

Emma L. Russ, Note, The Employee Retirement Income Security Act of 1974: An Outdated Regulatory Framework for Retirement Investors, 105 Iowa L. Rev. 399 (2019).

Matthew J. Scott, Note, Ripping up the Astroturf: Regulating Deceptive Corporate Advertising Methods, 105 Iowa L. Rev. 431 (2019).

Drew C. Schaefer, Note, Applying the SEC Custody Rule to Cryptocurrency Hedge Fund Managers, 107 Calif. L. Rev. 1381 (2019).

Christina Parajon Skinner, Bank Disclosures of Cyber Exposure, 105 Iowa L. Rev. 239 (2019).

Andrew Verstein, Crypto Assets and Insider Trading Law's Domain, 105 Iowa L. Rev. 1 (2019).
 

Martin Shelby on Social Impact Investing

Cary Martin Shelby has posted Profiting From Our Pain: Privileged Access to Social Impact Investing on SSRN with the following abstract:

Social impacting investing has become the latest trend to permeate the financial markets. With massive anticipated funding gaps for sustainable development goals, and a millennial driven thirst for doing good while doing well, this trend is likely to continue in the coming decades. This burgeoning industry is poised to experience yet an additional boost, since it provides an alternative mechanism for private actors to “profit from our pain” particularly in the wake of the COVID-19 pandemic and the Black Lives Matters movement. As to be expected, the law has not sufficiently adapted to this new wave of innovation as regulatory concerns have arisen such as the extent to which impact should be measured and disclosed. Even with this emerging focus, limited attention has been paid to whether the public/private divide under the federal securities laws has contributed to these harms. This Article seeks to fill this scholarly gap by exploring the extent to which the public/private divide under the federal securities laws induces reductions to the net social benefits generated by social impact investments. While social impact investing has the highest potential for impact along the continuum of socially conscious strategies, they largely operate as exempt entities due to the need for regulatory flexibilities such as the power to invest in illiquid assets. As a result, retail investors, which encompass all members of the general public, are restricted from accessing these privately held vehicles due to investor protection concerns. This serves to exclude affected community members as investors, who are the targeted beneficiaries of these schemes, while limiting transparency which would enable the general public as well as policy makers to make assessments about the extent to which these schemes are maximizing net social welfare. This is particularly problematic given the potential for such investments to generate unaccounted for negative externalities which can occur for example when seemingly clean energy technologies inadvertently destroy surrounding environments or habitats. Solely relying on privately ordered solutions can leave costly loopholes given that they are completely voluntary and lack standardization. Innovative regulatory solutions that reconceptualize antiquated notions of publicness may best address these harms. This Article therefore concludes with a novel proposal which seeks to combine existing indicators of “publicness” and “privateness” while perhaps creating new measures. This could be effectuated through the creation of an entirely new series of exemptions entitled the “Social Impact Exemptions” that would appear under the Securities Act of 1933 and the Investment Company Act of 1940. They would effectively recalibrate existing rules related to access and disclosure, while possibly creating new frameworks for accountability and management structure.

 

New Securities Law Articles in Print

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

Lewis Rinaudo Cohen, Ain't Misbehavin': An Examination of Broadway Tickets and Blockchain Tokens, 65 Wayne L. Rev. 81 (2019).

Joan MacLeod Heminway & Adam J. Sulkowski, Blockchains, Corporate Governance, and the Lawyer's Role, 65 Wayne L. Rev. 17 (2019).

Samuel N. Liebmann, Note, Dazed and Confused: Revamping the SEC's Unpredictable Calculation of Civil Penalties in the Technological Era, 69 Duke L.J. 429 (2019).