Securities Law Prof Blog

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

Tuesday, March 26, 2019

New Securities Law Articles in Print

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

Jason Auman, Note, Hacking Our Securities Disclosure System: The Need for Federal Broker-Dealer Disclosure Requirements Vis-a-Vis Cyber Incidents, 2018 Colum. Bus. L. Rev. 952.

Nate Crosser, Comment, Initial Coin Offerings as Investment Contracts: Are Blockchain Utility Tokens Securities?, 67 U. Kan. L. Rev. 379 (2018).

Norbert J. Gaillard & Michael Waibel, The Icarus Syndrome: How Credit Rating Agencies Lost Their Quasi-Immunity, 71 SMU L. Rev. 1077 (2018).

Daniel Hemel & Dorothy S. Lund, Sexual Harassment and Corporate Law, 118 Colum. L. Rev. 1583 (2018).

D. Bruce Johnsen, A Transaction Cost Assessment of SEC Regulation Best Interest, 2018 Colum. Bus. L. Rev. 695.

Karl M. F. Lockhart, Note, A 'Corporate Democracy'?: Freedom of Speech and the SEC, 104 Va. L. Rev. 1593 (2018).

Jenna I. McCarthy, Note, Benchmarking the World: A Proposal for Regulatory Oversight of Stock Market Index Providers, 51 Vand. J. Transnat'l L. 1191 (2018).

Robert J. Rhee, Corporate Short-Termism and Intertemporal Choice, 96 Wash. U. L. Rev. 495 (2018).

Gladriel Shobe, The Substance Over Form Doctrine and the Up-C, 38 Va. Tax Rev. 249 (2018).

Andrew William Winden, Sunrise, Sunset: An Empirical and Theoretical Assessment of Dual-Class Stock Structures, 2018 Colum. Bus. L. Rev. 852.

Erica Wu, Note, Biotech Crowdfunding: How the JOBS Act Alone Cannot Save Investors, 2018 Colum. Bus. L. Rev. 1060.

March 26, 2019 | Permalink | Comments (0)

Tuesday, March 19, 2019

New Securities Law Articles in Print

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

Matthew J. Higgins, Recent Development, Munchee Inc.: A Turning Point for the Cryptocurrency Industry, 97 N.C. L. Rev. 220 (2018).

Robert T. Lucas IV, Comment, Bank Sales and Bake Sales: Section 75-1.1 and the HAJMM Legacy, 97 N.C. L. Rev. 163 (2018).

Note, Congress, the Supreme Court, and the Rise of Securities-Fraud Class Actions, 132 Harv. L. Rev. 1067 (2019).

March 19, 2019 | Permalink | Comments (0)

Sunday, March 3, 2019

Sharfman on Shareholder Voting

Bernard S. Sharfman has posted Enhancing the Value of Shareholder Voting Recommendations on SSRN with the following abstract:

This writing addresses a fundamental issue in corporate governance. If institutional investors such as investment advisers to mutual funds have a fiduciary duty to vote the shares of stock that they owned on behalf of their investors, then how do we practically achieve informing them on how to vote their proxies without requiring each institutional investor to read massive amounts of information on the hundreds or thousands of companies they have invested in for the thousands, tens of thousands, or even hundreds of thousands of votes they are confronted with each year?

A critical step in resolving this issue is maximizing the ability of institutional investors to avail themselves of voting recommendations that are made on an informed basis and with the expectation that they will lead to shareholder wealth maximization. One way to achieve this maximization is to make sure that the voting recommendations provided by proxy advisors are truly informed ones. This leads to the recommendation that the proxy advisor should be held to the standard of an information trader. Another way is for the SEC to recognize the value of board recommendations and explicitly state that their use will allow investment advisers to meet their fiduciary duties when voting their proxies.

March 3, 2019 | Permalink | Comments (0)

Saturday, March 2, 2019

Call for Papers: Corporate & Securities Litigation Workshop

Boston University School of Law, in conjunction with the University of Illinois College of Law, UCLA School of Law, and the University of Richmond School of Law, invites submissions for the Seventh Annual Workshop for Corporate & Securities Litigation. This workshop will be held on Friday, September 27 and Saturday, September 28, 2019 at the Boston University School of Law.


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, including securities class actions, fiduciary duty litigation, and comparative approaches. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress.

Authors whose papers are selected will be invited to present their work at a workshop hosted by Boston University. 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 24, 2019. 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: David Webber (, Verity Winship (, Jim Park (, and Jessica Erickson (

March 2, 2019 | Permalink | Comments (0)

New Securities Law Articles in Print

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

A.C. Pritchard & Robert B. Thompson, Securities Law in the Sixties: The Supreme Court, the Second Circuit, and the Triumph of Purpose Over Text, 94 Notre Dame L. Rev. 371 (2018).

Anisha Reddy, Comment, COINSENSUS: The Need for Uniform National Virtual Currency Regulations, 123 Dickinson L. Rev. 251 (2018).

Neil Tiwari, Note, The Commodification of Cryptocurrency, 117 Mich. L. Rev. 611 (2018).


March 2, 2019 | Permalink | Comments (0)

Sunday, February 10, 2019

New Securities Law Articles in Print

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

Shlomit Azgad-Tromer, Crypto Securities: On the Risks of Investments in Blockchain-Based Assets and the Dilemmas of Securities Regulation, 68 Am. U. L. Rev. 69 (2018).

James A. Borrasso Jr., Note, Opening the Floodgates: Providing Liquidity to the Charitable Marketplace Through Changes to Donor-Advised Funds, 2018 U. Ill. L. Rev. 1533.

Stewart Brown & Steven Pomerantz, Some Clarity on Mutual Fund Fees, 20 U. Pa. J. Bus. L. 767 (2018).

Patrick L. Butler, Note, Saving Disgorgement from Itself: SEC Enforcement After Kokesh v. SEC, 68 Duke L.J. 333 (2018).

Andy Carr, Note, No "Market" for Truth: The Weaknesses of Free Speech-Based Defenses to Credit Rating Industry Liability, 46 Hastings Const. L.Q. 245 (2018).

Andrew Kelly, Note, Flight of the Condors: The Impact of Vulture Investors on Argentina's Sovereign Debt Default, 30 Fla. J. Int'l L. 27 (2018).

Dirk Zetzsche, Ross P. Buckley & Douglas W. Arner, The Distributed Liability of Distributed Ledgers: legal Risks of Blockchain, 2018 U. Ill. L. Rev. 1361.

Securitization 10 Years After the Financial Crisis; Articles by Sairah Burki, Tamar Frankel, Jason H.P. Kravitt, Stacy S. Lee, Jonathan C. Lipson, Steven L. Schwarcz, Matthew C. Turk. 37 Rev. Banking & Fin. L. 755-925 (2018).

February 10, 2019 | Permalink | Comments (0)

Sunday, January 20, 2019

New Securities Law Articles in Print

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

Lisa M. Fairfax, The Securities Law Implications of Financial Illiteracy, 104 Va. L. Rev. 1065 (2018).

Henry T.C. Hu & John D. Morley, A Regulatory Framework for Exchange-Traded Funds, 91 S. Cal. L. Rev. 839 (2018).

Wulf A. Kaal, Private Investment Fund Regulation -- Theory and Empirical Evidence from 1998 to 2016, 20 U. Pa. J. Bus. L. 579 (2018).

Sung Eun (Summer) Kim, Typology of Public-Private Equity, 44 Fla. St. U. L. Rev. 1435 (2017).

Zachary Mollengarden, Note, Credit Ratings, Congress, and Mandatory Self-Reliance, 36 Yale L. & Pol'y Rev. 473 (2018).

January 20, 2019 | Permalink | Comments (0)

Thursday, January 17, 2019

Call for Proposals: Teaching Today’s Law Students

The Institute for Law Teaching and Learning invites proposals for conference workshops addressing the many ways that law professors and administrators are reaching today’s law students. With the ever-changing and heterogeneous nature of law students, this topic has taken on increased urgency for professors thinking about effective teaching strategies.

The conference theme is intentionally broad and is designed to encompass a wide variety of topics – neuroscientific approaches to effective teaching; generational research about current law students; effective use of technology in the classroom; teaching first-generation college students; classroom behavior in the current political climate; academic approaches to less prepared students; fostering qualities such as growth mindset, resilience, and emotional intelligence in students; or techniques for providing effective formative feedback to students.

Accordingly, the Institute invites proposals for 60-minute workshops consistent with a broad interpretation of the conference theme. Each workshop should include materials that participants can use during the workshop and when they return to their campuses. Presenters should model effective teaching methods by actively engaging the workshop participants. The Institute Co-Directors are glad to work with anyone who would like advice on designing their presentations to be interactive.

To be considered for the conference, proposals should be one page (maximum), single-spaced, and include the following information:

* The title of the workshop;

* The name, address, telephone number, and email address of the presenter(s); and

* A summary of the contents of the workshop, including its goals and methods; and

* A description of the techniques the presenter will use to engage workshop participants and make the workshop interactive.

The proposal deadline is February 15, 2019. Submit proposals via email to Professor Emily Grant, Co-Director, Institute for Law Teaching and Learning, at

January 17, 2019 | Permalink | Comments (0)

New Securities Law Articles in Print

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

Juliana Debler, Note, Foreign Initial Coin Offering Issuers Beware: The Securities and Exchange Commission Is Watching, 51 Cornell Int'l L.J. 245 (2018).

Deirdre Farrell, Note, Increasing Investor Protection Through Improving Hedge Fund Valuation, 92 St. John's L. Rev. 149 (2018). 

January 17, 2019 | Permalink | Comments (0)

Friday, December 28, 2018

New Securities Law Articles in Print

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

Brendan Biffany, Note, Fixing Soft Dollars Is Not That Hard: A Consent and Reporting Framework for Regulating Client Commission Arrangements, 68 Duke L.J. 141 (2018).

Robyn Bishop, Comment, Investing in the Future: Why the SEC Should Require a Uniform Climate Change Disclosure Framework to Protect Investors and Mitigate U.S. Financial Instability, 48 Envtl. L. 491 (2018).

Kevin S. Haeberle & M. Todd Henderson, A New Market-Based Approach to Securities Law, 85 U. Chi. L. Rev. 1313 (2018).

Matthew J. Wilkins, You Don't Need Love...But It Helps: Insider Trading Law After Salman, 106 Ky. L.J. 433 (2018).

December 28, 2018 | Permalink | Comments (0)

Monday, December 10, 2018

Call for Papers: National Business Law Scholars Conference - June 20-21, 2019

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 20-21, 2019, at the University of California, Berkeley School of Law.

This is the tenth 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 academy are especially encouraged to participate. If you are thinking about entering the academy and would like to receive informal mentoring and learn more about job market dynamics, please let us know when you make your submission.

To submit a presentation, email Professor Eric C. Chaffee at with an abstract or paper by February 15, 2019. 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.

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 (Tulane University Law School)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)

December 10, 2018 | Permalink | Comments (0)

Tuesday, December 4, 2018

New Securities Law Articles in Print

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

Jackson C. Blais, Note, Mischief Managed? The Unconstitutionality of SEC ALJs Under the Appointments Clause, 93 Notre Dame L. Rev. 2115 (2018).

Katherine A. Cody, Note, Critical Audit Matters: Improving Disclosure Through Auditor Insight, 18 UC Davis Bus. L.J. 259 (2018).

December 4, 2018 | Permalink | Comments (0)

Monday, November 19, 2018

New Securities Law Articles in Print

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

Alexander Abedine, Note, The Symbiosis of High Frequency Traders and Stock Exchanges: A Macro Perspective, 14 N.Y.U. J.L. & Bus. 595 (2018).

Maria Lucia Passador & Federico Riganti, Shareholders' Rights in Agency Conflicts: Selected Issues in the Transatlantic Debate, 42 Del. J. Corp. L. 569 (2018).

Raphael G. Toman, Note, The Extraterritorial Reach of the U.S. Securities Laws and Non-Conventional Securities: Recent Developments After Morrison and Dodd-Frank, 14 N.Y.U. J.L. & Bus. 657 (2018).

November 19, 2018 | Permalink | Comments (0)

Tuesday, November 13, 2018

Study Abroad Opportunity in Lille, France (May 27 – June 7, 2019): Global Issues in Securities Law

Professor John Anderson from Mississippi College School of Law sent me the following study abroad announcement:


Study Abroad Opportunity in Lille, France (May 27 – June 7): Global Issues in Securities Law (2 credits)

This course offers an introduction to comparative securities law. It begins with a general overview of securities law in the United States and then offers some studies in global comparison. The course will pay special attention to the topic of insider trading. Recent decades have witness a proliferation of diverse insider trading enforcement regimes around the globe. This course will offer an introduction to a number of these different regimes (in the U.S., Western Europe, Japan, China, Russia, India, Australia, etc.) and consider some problems that have arisen and some lessons that can be learned from the global experience of this regulation. Students taking this course will learn:

* The historical development of Securities law in the United States and around the globe;

* The basic elements of securities regulation generally (in the U.S. and globally), and, more specifically, the basic elements of insider trading regulation (in the U.S. and globally);

* Important critiques and defenses of insider trading enforcement; and

* Global lessons in insider trading enforcement and possible paths to reform.

Students will be evaluated based on participation and a series of three or four short papers drafted and presented in teams.

Location and Excursions:

* Classes will be held in Lille, France

* Planned excursions to Bruges, Brussels, and Paris included

* Students are responsible for booking their own flights to Lille and lodging in Lille

* Cost: $3,458 (includes tuition, excursions, some meals, and course administration) + books.

Required Books:

* Marc Steinberg, Franklin Gevurtz, and Eric Chaffee, Global Issues in Securities Law (2013)

* John P. Anderson, Insider Trading: Law, Ethics, and Reform (2018)


Putting aside that I am an author of one of the required texts, this course looks like a wonderful opportunity for students to study securities law.  Please contact Professor Anderson ( for more details.


November 13, 2018 | Permalink | Comments (0)

New Securities Law Articles in Print

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

Stuart R. Cohn & Miao Yinzhi, The Dragon and the Eagle: Reforming China's Securities IPO Laws in the U.S. Model, Pros and Cons, 17 Wash. U. Global Stud. L. Rev. 327 (2018).

Hugo S.W. Farmer, How Do You Qualify as a Whistleblower Under the Dodd-Frank Act? Blowing the Whistle on a Circuit Split, 36 J.L. & Com. 101 (2018).

Yuliya Guseva, The SEC and Foreign Private Issuers: A Path to Optimal Public Enforcement, 59 B.C. L. Rev. 2055 (2018).

November 13, 2018 | Permalink | Comments (0)

Wednesday, October 31, 2018

2018 Leet Symposium: Fiduciary Duty, Corporate Goals, and Shareholder Activism

Emily Cunningham,  Executive Symposium Editor for the Case Western Reserve University Law Review, forwarded me the following symposium announcement:

We are hosting a Symposium on November 2, 2018, from 9 a.m. to 3 p.m. the 2018 Leet Symposium: Fiduciary Duty, Corporate Goals, and Shareholder Activism. The Symposium will discuss corporate officers’ fiduciary duties by exploring the tension between traditional shareholder wealth maximization and shareholder environmental and social activism. The Symposium will present issues related to corporate governance, hedge fund activism, and the ethical role of general counsels seeking to zealously advocate for their corporations while giving impartial legal advice. We are presenting three panels: The Changing Face of the Corporate Board, Ethical Challenges in the Role of In-House Counsel, and Society and Shareholders: How Companies Weigh Financial and Social Pressures.

Our keynote speaker is Securities and Exchange Commissioner Hester Peirce, who earned her B.A. in Economics from Case Western Reserve University and her J.D. from Yale Law School. Commissioner Peirce will discuss “Undermining Investor Protection through Environmental, Social and Governance Activism.”

We will stream our program online through a link found on the following website: In-person registration is available on the website as well.

Based on the line-up of speakers, this looks to be an outstanding event and well worth attending in person or virtually.

October 31, 2018 | Permalink | Comments (0)

Monday, October 29, 2018

New Securities Law Articles in Print

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

Seth C. Oranburg, Hyperfunding: Regulating Financial Innovations, 89 U. Colo. L. Rev. 1033 (2018).

Zachary J. Robins & Timothy M. Joyce, How to Crowdfund and Not Fall Flat on Your Face: Best Practices for Investment Crowdfunding Offerings and the Data to Prove It, 43 Mitchell Hamline L. Rev. 1059 (2017).


October 29, 2018 | Permalink | Comments (0)

Sunday, October 21, 2018

New Securities Law Articles 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, Eliminating Conflicts of Interests in Banks: The Significance of the Volcker Rule, 35 Yale J. on Reg. 343 (2018).

Jonathan D. Glater, Insiders, Outsiders, & Fair Access: Identifying Culpable Insider Trading, 83 Brook. L. Rev. 1393 (2018).

Kevin S. Haeberle & M. Todd Henderson, Making a Market for Corporate Disclosure, 35 Yale J. on Reg. 383 (2018).

Scott Hirst, Universal Proxies, 35 Yale J. on Reg. 437 (2018).

Daniel B. Listwa & Charles Seidell, Note, Penalties in Equity: Disgorgement After Kokesh v. SEC, 35 Yale J. on Reg. 667 (2018).

Susan Lorde Martin, The Appointments Clause and the SEC's Administrative Law Judges: Protecting the Separation of Powers, Political Accountability, and Investors, 12 Va. L. & Bus. Rev. 287 (2018)

Jeremy R. McClane, Regulating Substance Through Form: Lessons from the SEC's Plain English Initiative, 55 Harv. J. on Legis. 265 (2018).

Neal Newman, Regulation A+: New and Improved After the JOBS Act or a Failed Revival?, 12 Va. L. & Bus. Rev. 243 (2018).

D. Butler Sparks, Comment, Omens of Overregulation: Why the SEC Should Abandon Its Course Toward Broker-Dealer Regulation of Private Equity Fund Managers, 12 Va. L. & Bus. Rev. 349 (2018).

Ryan D. Zick & Jeff Tchakarov, Adjudicating Securities Law Violations in the Age of Limited Bankruptcy Court Jurisdiction, 26 Am. Bankr. Inst. L. Rev. 293 (2018).

October 21, 2018 | Permalink | Comments (0)

Thursday, October 4, 2018

New Securities Law Articles in Print

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

Hilary J. Allen, The SEC as Financial Stability Regulator, 43 J. Corp. L. 715 (2018).

Merritt B. Fox, Lawrence R. Glosten & Gabriel V. Rauterberg, Informed Trading and Its Regulation, 43 J. Corp. L. 817 (2018).

October 4, 2018 | Permalink | Comments (0)

Friday, September 14, 2018

Turk & Woody on Securities Law, Judge Kavanaugh & the Supreme Court

Matthew C. Turk and Karen E. Woody have posted Judge Kavanaugh, Lorenzo v. SEC, & the Post-Kennedy Supreme Court on SSRN with the following abstract: 

This Article analyzes an upcoming Supreme Court case, Lorenzo v. SEC (Lorenzo), and explains why it provides a unique window into the Court’s future now that Justice Kennedy has departed and presumably will be replaced by Brett Kavanaugh. When the Court issues its decision on Lorenzo in 2019, it will be ruling on a lower court opinion from the D.C. Circuit in which Judge Kavanaugh wrote separately in an extensive dissent. That dissent is quite remarkable. It contains a scathing assessment of securities fraud enforcement and adjudication at the SEC, the majority opinion’s interpretation of deceptive financial conduct under Rule 10b-5, and the SEC’s overall role in the development of federal securities law doctrine. In the dissent, Judge Kavanaugh further identifies how the legal deficiencies specific to Lorenzo also motivate his broader skepticism towards the Constitutional legitimacy of the administrative and regulatory state as a whole, a view that represents his signature contribution as a federal judge. Thus, in Lorenzo, the defining judicial philosophy of an incoming Supreme Court Justice is on full display.

As this article further argues, the deeper import of Lorenzo is not what it reveals about the views of Judge Kavanaugh. Rather, it is in the reception those views will meet from the other eight Justices on the Court. In addressing the argument set forth in Lorenzo’s dissent, the current members of the Court will be confronting the positions of a peer and future colleague. By necessity, they will also signal their openness to being persuaded by Judge Kavanaugh on issues where speaks with greatest authority and can be expected to act as forceful advocate for his vision of the law at the Court. In short, Lorenzo will serve as a bellwether for Judge Kavanaugh’s influence as judicial entrepreneur on behalf of his trademark theory of the Constitutional separation of powers in administrative law. Given the current juncture at which the Court finds itself, the stakes could not be higher. Accordingly, this article concludes its analysis by turning to where the stakes are highest of all—the role that Judge Kavanaugh may play in the demise of the Chevron doctrine and the collapse of judicial deference toward the administrative state.

September 14, 2018 | Permalink | Comments (0)