Securities Law Prof Blog

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

Wednesday, June 26, 2019

New Securities Law Articles in Print

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

Alon Brav, J. B. Heaton & Jonathan Zandberg, Failed Anti-Activist Legislation: The Curious Case of the Brokaw Act, 11 J. Bus. Entrepreneurship & L. 325 (2018).

Eric C. Chaffee, The Heavy Burden of Thin Regulation: Lessons Learned from the SEC's Regulation of Cryptocurrencies, 70 Mercer L. Rev. 615 (2019).

Matthew R. Lyon, The Trump Administration's Response to the Blockchain Era, 70 Mercer L. Rev. 641 (2019).

Connor Douglas Maag, Comment, "Flaw-Backs:" Executive Compensation Clawbacks and Their Costly Flaw, 11 J. Bus. Entrepreneurship & L. 349 (2018).

Akio Otsuka, For Institutional Investors, the Alternative of "Exit or Voice," or "Empowerment or Engagement" in the United States and the United Kingdom, 2 Int'l. Comp., Policy & Ethics L. Rev. 673 (2019).

John Fitzgerald Ready, Note, Should We Use a Class Action's Impact on Stock Price to Gauge the Reasonableness of Class Counsel's Fee?, 28 Cornell J.L. & Pub. Pol'y 365 (2018).

Michaela Smith, Comment, The Promised Land Is on the Horizon: The Fix Crowdfunding Act Will Implement Small Changes that Could Make a Big impact on Investors and Businesses Alike, 11 J. Bus. Entrepreneurship & L. 443 (2018).

Barry Taylor-Brill, Cracking the Preemption Code: The New Model for OTC Derivatives, 13 Va. L. & Bus. Rev. 1 (2019).

Raymond Tran, Implementing a Portable Reciprocity Passport to Crowdfund Real Estate Across Borders, 11 J. Bus. Entrepreneurship & L. 393 (2018).

June 26, 2019 | Permalink | Comments (0)

Thursday, June 13, 2019

New Securities Law Articles in Print

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

Anat Alon-Beck, Unicorn Stock Options--Golden Goose Or Trojan Horse?, 2019 Colum. Bus. L. Rev. 107.

Reza Dibadj, Disclosure as Delaware's New Frontier, 70 Hastings L.J. 689 (2019).

Daniel Feder, Note, To Clear Or Not to Clear: How SEC Implementation of Dodd-Frank Undermines Title VII's Mandatory Clearing Requirement, 2019 Colum. Bus. L. Rev. 252.

Patrick J. Gallagher, Note, Going Public Secretly: The SEC's Unavailing Effort to Increase Initial Public Offerings Through Confidential Registration, 2019 Colum. Bus. L. Rev. 305.

Andrew Carl Spacone, The Second Circuit's Curious Journey Through the Law of Tippee Liability for Insider Trading: Newman to Martoma, 24 Roger Williams U. L. Rev. 1 (2019).

Blockchain Law & Technology Symposium, Contributions by Brian Ray, Patrick Berarducci, Joshua A. T. Fairfield, Sarah J. Hughes & Jonathan Rohr, 67 Clev. St. L. Rev. 1-92 (2019).

Deconstructing the Regulatory State: Perils and Possibilities, Foreword by Robert B. Thompson; articles by Edward J. Balleisen, Melissa B. Jacoby, James D. Cox, Randall S. Thomas, Jill E. Fisch, Donald C. Langevoort, Frank Partnoy, Hillary A. Sale, James C. Spindler & Caitlin C. Bozman, 107 Geo. L.J. 795-1133 (2019).

The Market for Corporate Control in the Zone of Insolvency, Introduction by Edward J. Janger; articles by Henry T. C. Hu, Jay Lawrence Westbrook, Andrew Verstein, John A. E. Pottow, Daniel J. H. Greenwood, Oscar Couwenberg, Stephen J. Lubben, Edward J. Janger & Adam Levitin, 13 Brook. J. Corp. Fin. & Com. L. 1-189 (2018).

June 13, 2019 | Permalink | Comments (0)

Friday, June 7, 2019

New Securities Law Articles in Print

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

Philip Keunho Chung & Ronnie Cohen, Hiding in Plain Sight: Stealth Restatements and Their Implication for Litigation Risk, 15 N.Y.U. J.L. & Bus. 257 (2019).

Darian M. Ibrahim, Crowdfunding Signals, 53 Ga. L. Rev. 197 (2018).

C. Daniel Lockaby, Note, The SEC Rides Into Town: Defining an ICO Securities Safe Harbor in the Cryptocurrency "Wild West", 53 Ga. L. Rev. 335 (2018).

Daniel J. Morrissey, Guardians of the Galaxy: How Shareholder Lawyers Won Big for Their Clients and Vindicated the Integrity of Our Economy, 51 Loy. L.A. L. Rev. 199 (2018).

Richard Pan, Note, Blockchains, Securities, and Sections 11 and 12 of the Securities Act, 15 N.Y.U. J.L. & Bus. 453 (2019).

June 7, 2019 | Permalink | Comments (0)

Tuesday, June 4, 2019

New Securities Law Articles in Print

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

William W. Bratton, Collected Lectures and Talks on Corporate Law, Legal Theory, History, Finance, and Governance, 42 Seattle U. L. Rev. 755 (2019).

Randolph A. Robinson II, The New Digital Wild West: Regulating the Explosion of Initial Coin Offerings, 85 Tenn. L. Rev. 897 (2018).

Jo Won, Note, Jumpstart Regulation Crowdfunding: What Is Wrong and How to Fix It, 22 Lewis & Clark L. Rev. 1393 (2018).

Karen E. Woody, Can Bad Law Do Good? A Retrospective on Conflict Minerals Regulation, 78 Md. L. Rev. 291 (2019).

June 4, 2019 | Permalink | Comments (0)

Thursday, May 23, 2019

New Securities Law Articles in Print

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

Richard A. Booth, Sense and Nonsense About Securities Litigation, 21 U. Pa. J. Bus. L. 1 (2018).

C. Steven Bradford, Online Arbitration as a Remedy for Crowdfunding Fraud, 45 Fla. St. U. L. Rev. 1165 (2018).

Marion A. Brown, Note, Cryptocurrency and Financial Regulation: The SEC's Rejection of Bitcoin-Based ETPs, 23 N.C. Bank. Inst. 139 (2019).

Blake Leger, Note, SEC You Later: Eliminating the Bank Holding Company and Reducing SEC Oversight Under Section 3(a)(2), 23 N.C. Bank. Inst. 253 (2019).

Lee Reiners, Bitcoin Futures: From Self-Certification to Systemic Risk, 23 N.C. Bank. Inst. 61 (2019).

Jake G. Rifkin, Comment, Robo-Advisers Jumping on the Bandwagon: Yet Another Cry for a Uniform Standard, 97 N.C. L. Rev. 673 (2019).

Margaret Ryznar, The Future of Bitcoin Futures, 56 Hous. L. Rev. 539 (2019).

Devon R. Tucker, Note, Not All Securitizations Are Equal: Risk Retention for Commercial Mortgage-Backed Securitization in an Era of Deregulation, 23 N.C. Bank. Inst. 295 (2019).

May 23, 2019 | Permalink | Comments (0)

Wednesday, May 15, 2019

New Securities Law Articles in Print

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

Nareg Essaghoolian, Comment, Initial Coin Offerings: Emerging Technology’s Fundraising Innovation, 66 UCLA L. Rev. 294 (2019).

Steven McNamara, The Stock Exchange as Multi-Sided Platform and the Future of the National Market System, 2018 BYU L. Rev. 969.

Todd Meierhenry, Dodd-Frank Act and Its Impact on the Municipal Issuers, Underwriters, and Advisors, 63 S.D. L. Rev. 565 (2019).

Adrian Parlow, Comment, Securities Liability and the Role of D&O Insurance in Regulating Initial Coin Offerings, 167 U. Pa. L. Rev. 211 (2018).

Andrew N. Vollmer, Accusers as Adjudicators in Agency Enforcement Proceedings, 52 U. Mich. J.L. Reform 103 (2018).

Elizabeth Wang, Comment, Lucia v. SEC: The Debate and Decision Concerning the Constitutionality of SEC Administrative Proceedings, 50 Loy. L.A. L. Rev. 867 (2017).

May 15, 2019 | Permalink | Comments (0)

Tuesday, May 14, 2019

New Securities Law Articles in Print

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

Ian Ayres & Edward Fox, Alpha Duties: The Search for Excess Returns and Appropriate Fiduciary Duties, 97 Tex. L. Rev. 445 (2019).

Jeremy McClane, Boilerplate and the Impact of Disclosure in Securities Dealmaking, 72 Vand. L. Rev. 191 (2019).

Jonathan Rohr & Aaron Wright, Blockchain-Based Token Sales, Initial Coin Offerings, and the Democratization of Public Capital Markets, 70 Hastings L.J. 463 (2019).

Debbie A. Thomas, Bias in the Boardroom: Implicit Bias in the Selection and Treatment of Women Directors, 102 Marq. L. Rev. 539 (2018).

Lawrence J. Trautman, Bitcoin, Virtual Currencies, and the Struggle of Law and Regulation to Keep Pace, 102 Marq. L. Rev. 447 (2018).

 

May 14, 2019 | Permalink | Comments (0)

Tuesday, May 7, 2019

New Securities Law Articles in Print

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

Carol R. Goforth, How Blockchain Could Increase the Need for and Availability of Contractual Ordering for Companies and Their Investors, 94 N.D. L. Rev. 1 (2019).

Hugh B. Hamilton III, Note, At the Water’s Hedge: International Insider-Trading Enforcement After Morrison, 68 Duke L.J. 1003 (2019).

Sarah E. Light, The Law of the Corporation as Environmental Law, 71 Stan. L. Rev. 137 (2019).

Paul Rissman & Diana Kearney, The Rise of the Shadow ESG Regulators: Investment Advisers, Sustainability Accounting, and Their Effects on Corporate Social Responsibility, 49 Envtl. L. Rep. News & Analysis 10155 (2019).

May 7, 2019 | Permalink | Comments (0)

Thursday, April 11, 2019

New Securities Law Articles in Print

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

Zachary M. Dayno, Student article, Private Citizens Policing Corporate Behavior: Using a Qui Tam Model to Catch Financial Fraud, 43 Vt. L. Rev. 307 (2018).

Philipp Maume & Mathias Fromberger, Regulations of Initial Coin Offerings: Reconciling U.S. and E.U Securities Laws, 19 Chi. J. Int'l L. 548 (2019).

Vijay Raghavan, Rating Analyst Degrees of Freedom, 87 UMKC L. Rev. 335 (2019).

April 11, 2019 | Permalink | Comments (0)

Friday, March 29, 2019

New Securities Law Articles in Print

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

Asaf Eckstein & Sharon Hannes, A Long/Short Incentive Scheme for Proxy Advisory Firms, 53 Wake Forest L. Rev. 787 (2018).

James J. Park, Insider Trading and the Integrity of Mandatory Disclosure, 2018 Wis. L. Rev. 1133.

March 29, 2019 | Permalink | Comments (0)

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.

Overview

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.

Submissions

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

Questions

Any questions concerning the workshop should be directed to the organizers: David Webber (dhwebber@bu.edu), Verity Winship (vwinship@illinois.edu), Jim Park (James.park@law.ucla.edu), and Jessica Erickson (jerickso@richmond.edu).

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 emily.grant@washburn.edu.

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)