Monday, September 27, 2021
The following law review articles relating to securities regulation are now available in paper format:
Sophia Duffy & Steve Parrish, You Say Fiduciary, I Say Binary: A Review and Recommendation of Robo-Advisors and the Fiduciary and Best Interest Standards, 17 Hastings Bus. L.J. 3 (2021).
Paul Ferrillo, To over Disclose or Not: That Is the Question with Cybersecurity, 20 Fla. St. U. Bus. Rev. 79 (2021).
William Montemarano, Note, Alternative Data and Insider Trading: Are Investment Managers Asleep at the Wheel on Big Data Use?, 15 Brook. J. Corp. Fin. & Com. L. 263 (2020).
Heath P. Tarbert & Daniel J. Grimm, The CFTC's Swap Data Overhaul, 20 Fla. St. U. Bus. Rev. 1 (2021).
C. Paul Wazzan, Joseph K. Tanimura & George Derpanopoulos, The Use of Blue Sheet Data in Insider Trading Actions: A Case Study, 20 Fla. St. U. Bus. Rev. 97 (2021).
Monday, September 20, 2021
The following law review articles relating to securities regulation are now available in paper format:
Alon Brav, Dorothy Lund & Edward Rock, Validation Capital, 99 Tex. L. Rev. 1247 (2021).
Patrick M. Corrigan, Footloose with Green Shoes: Can Underwriters Profit from IPO Underpricing?, 38 Yale J. on Reg. 908 (2021).
James D. Cox & Randall S. Thomas, A Revised Monitoring Model Confronts Today's Movement toward Managerialism, 99 Tex. L. Rev. 1275 (2021).
Carol R. Goforth, Using Cybersecurity Failures to Critique the SEC's Approach to Crypto Regulation, 65 S.D. L. Rev. 433 (2020).
Parth Kalaria, Note, Rated P for Public: Learning from Dodd-Frank and Credit Rating Agencies to Propose a Public Cryptocurrency Rating Provider in the United States, 2020 Colum. Bus. L. Rev. 656 (2020).
Mike Koehler, Foreign Corrupt Practices Act Enforcement and Related Developments, 89 Miss. L.J. 227 (2020).
Yoon-Ho Alex Lee, Incorporating Market Reactions into Agency Rulemaking, 54 Wake Forest L. Rev. 1361 (2019).
Zachary J. Lustbader, Note, Title 18 Insider Trading, 130 Yale L. J. 1828 (2021).
Mariel Mok, Note, Who Determines Customer Property, 2020 Colum. Bus. L. Rev. 686 (2020).
Paolo Saguato, The Unfinished Business of Regulating Clearinghouses, 2020 Colum. Bus. L. Rev. 449 (2020).
Margaret Stratton, Note, Open the Floodgates: Ninth Circuit's Decision in Varjabedian Departs from Precedent and Gives Shareholders Free Reign, 53 Suffolk U. L. Rev. 91 (2020).
Cynthia A. Williams & Donna M. Nagy, ESG and Climate Change Blind Spots: Turning the Corner on SEC Disclosure, 99 Tex. L. Rev. 1453 (2021).
Wednesday, September 8, 2021
The following law review articles relating to securities regulation are now available in paper format:
Camilo Godoy, Comment, The Path to Culpability under Section 14(e) of the Securities Exchange Act of 1934, 57 Hous. L. Rev. 859 (2020).
Kristin N. Johnson, Decentralized Finance: Regulating Cryptocurrency Exchanges, 62 Wm. & Mary L. Rev. 1911 (2021).
Scott W. Maughan, Comment, Utility Token Offerings: Can a Security Transform into a Non-Security?, 2019 BYU L. Rev. 1113 (2019).
Saturday, September 4, 2021
Virginia Harper Ho & Stephen Kim Park, ESG Disclosure in Comparative Perspective: Optimizing Private Ordering in Public Reporting, 41 U. Pa. J. Int'l L. 249 (2019).
Matthew C. Turk & Karen E. Woody, Recent Developments: Justice Kavanaugh, Lorenzo v. SEC, and the Post-Kennedy Supreme Court, 71 Admin. L. Rev. 193 (2019).
Wednesday, August 25, 2021
Zachary Barker, Note, Socially Accountable Investing: Applying Gartenberg v. Merrill Lynch Asset Management's Fiduciary Standard to Socially Responsible Investment Funds, 53 Colum. J.L. & Soc. Probs. 283 (2020).
Charles W. Mooney Jr., Beyond Intermediation: A New (Fintech) Model for Securities Holding Infrastructures, 22 U. Pa. J. Bus. L. 386 (2020).
Bernard S. Sharfman, Enhancing the Value of Shareholder Voting Recommendations, 86 Tenn. L. Rev. 691 (2019).
Joel Slawotsky, Financial Stability and National Security in an Era of Hegemonic Rivalry: The Need to Tighten United States Securities Disclosure Requirements
22 U. Pa. J. Bus. L. 457 (2020).
Deirdre Weiss, Enforcement of the Foreign Corrupt Practices Act against Foreign Issuers: Helping or Hindering the Global Anti-Bribery and Anti-Corruption Movement?, 20 J. Int'l Bus. & L. 1 (2020).
David A. Wishnick, Reengineering Financial Market Infrastructure, 105 Minn. L. Rev. 2379 (2021).
Yesha Yadav, The Failed Regulation of U.S. Treasury Markets, 121 Colum. L. Rev. 1173 (2021).
Aiste Zalepuga, Note, Updating the Federal Agency Enforcement Playbook, 96 Notre Dame L. Rev. 2083 (2021).
Thursday, August 12, 2021
Event Announcement: Business Roundtable v. Milton Friedman: Reflections on the Second Anniversary of “Redefining” the Purpose of the Corporation
Tuesday, August 10, 2021
Monday, August 2, 2021
Joel E. Davidson, Has the SEC Permitted the Securities Markets to Become but Another Form of Sports Betting?, 44 Nova L. Rev. 143 (2020).
Steven McNamara, Morrison v. National Australia Bank and the Growth of the Global Securities Class Action under the Dutch WCAM, 68 Buff. L. Rev. 479 (2020).
Monday, July 19, 2021
Eitan Arom, Hidden Value Injury, 121 Colum. L. Rev. 937 (2021).
Colleen M. Baker, The Federal Reserve as Collateral's Last Resort, 96 Notre Dame L. Rev. 1381 (2021).
Ido Baum & Dov Solomon, More JoMo less FoMo: The Case for Voluntary Disclosure of Uncertain Information in Securities Regulation, 14 Va. L. & Bus. Rev. 171 (2020).
Colin Bradshaw, Credit Rating Agencies: Regulation and Liability, 24 Lewis & Clark L. Rev. 1489 (2020).
Stephen J. Choi, Jessica Erickson & A. C. Pritchard, Working Hard or Making Work? Plaintiffs' Attorney Fees in Securities Fraud Class Actions, 17 J. Empirical Legal Stud. 438 (2020).
Blake W. Delaplane, Red, Yellow, or Green Light?: Assessing the Past, Present, and Future Implications of the Accredited Investor Definition in Exempt Securities Offerings, 14 Va. L. & Bus. Rev. 329 (2020).
Martin Gelter & Aurelio Gurrea-Martinez, Addressing the Auditor Independence Puzzle: Regulatory Models and Proposal for Reform, 53 Vand. J. Transnat'l L. 787 (2020).
Wednesday, July 14, 2021
Richard E. Brodsky, Securities Exchange Act Section 4E(a): Toothless "Internal-Timing Directive" or Statute of Limitation?, 11 Wm. & Mary Bus. L. Rev. 323 (2020).
Michael Cappucci, The Proxy War against Proxy Advisors, 16 N.Y.U. J.L. & Bus. 579 (2020).
Chandler Farnworth, Comment, Do Shareholders Have the Power? Climate Change as a Material Risk, 34 Tul. Envtl. L.J. 149 (2021).
Gina-Gail S. Fletcher, Deterring Algorithmic Manipulation, 74 Vand. L. Rev. 259 (2021).
Emily Gruener, Note, United States v. Blaszczak: Laying the Groundwork for a New Approach to Prosecuting Insider Trading, 32 Stan. L. & Pol'y Rev. 179 (2021).
J. B. Heaton, Kill Cammer: Securities Litigation without Junk Science, 11 Wm. & Mary Bus. L. Rev. 417 (2020).
Charles R. Korsmo, Information Bundling, Disclosure Timing, and Judicial Deference to Market Valuations, 62 B.C. L. Rev. 571 (2021).
Colin Myers, Note, Financing Our Future's Health: Why the United States Must Establish Mandatory Climate-Related Financial Disclosure Requirements Aligned with the TCFD Recommendations, 37 Pace Envtl. L. Rev. 415 (2020).
Alexander I. Platt, Is Administrative Summary Judgment Unlawful?, 44 Harv. J. L. & Pub. Pol'y 239 (2021).
Carlos Berdejo, Financing Minority Entrepreneurship, 2021 Wis. L. Rev. 41 (2021).
Anna Gelpern, Mitu Gulati & Jeromin Zettelmeyer, If Boilerplate Could Talk: The Work of Standard Terms in Sovereign Bond Contracts,44 Law & Soc. Inquiry 617 (2019).
Paul E. McGreal, Survey—Corporate Compliance Survey, 76 Bus. Law. 561 (2021).
Mark J. Roe & Federico Cenzi Venezze, Will Loyalty Shares Do Much for Corporate Short-Termism?, 76 Bus. Law. 467 (2021).
Wednesday, June 30, 2021
Mercer Bullard, Crowdfunding's Culture of Noncompliance: An Empirical Analysis, 24 Lewis & Clark L. Rev. 899 (2020).
Cary Coglianese & Daniel E. Walters, Whither the Regulatory "War on Coal"? Scapegoats, Saviors, and Stock Market Reactions, 47 Ecology L.Q. 1 (2020).
Thomas Davis, Note, "You Have to Understand": The Saga of Longfin Corp. Reveals the Danger of Trading Halts Imposed by Self-Regulating Exchanges, 72 Hastings L.J. 687 (2021).
Eleanor B. Eastham, Note, Morrison and Cryptocurrencies: Is It Time to Revisit the Extraterritorial Application of Rule 10b-5?, 48 Ga. J. Int'l & Comp. L. 563 (2020).
John L. Orcutt, Valuing Young Startups Is Unavoidably Difficult: Using (and Misusing) Deferred-Equity Instruments for Seed Investing, 55 Tulsa L. Rev. 469 (2020).
James J. Park & Howard H. Park, Regulation by Selective Enforcement: The SEC and Initial Coin Offerings, 61 Wash. U. J. L. & Pol'y 99 (2020).
Usha R. Rodrigues, Embrace the SEC, 61 Wash. U. J. L. & Pol'y 133 (2020).
Andrew A. Schwartz, Crowdfunding Issuers in the United States, 61 Wash. U. J. L. & Pol'y 155 (2020).
Andrew Verstein, Mixed Motives Insider Trading, 106 Iowa L. Rev. 1253 (2021).
Sunday, June 13, 2021
Robert P. Bartlett III & Justin McCrary, Subsidizing Liquidity with Wider Ticks: Evidence from the Tick Size Pilot Study, 17 J. Empirical Legal Stud. 262 (2020).
Stephanie Bornstein, Disclosing Discrimination, 101 B.U. L. Rev. 287 (2021).
Mark A. Lemley & Andrew McCreary, Exit Strategy, 101 B.U. L. Rev. 1 (2021).
Moran Ofir & Ido Sadeh, ICO vs. IPO: Empirical Findings, Information Asymmetry, and the Appropriate Regulatory Framework, 53 Vand. J. Transnat'l L. 525 (2020).
Thursday, May 27, 2021
Caleb N. Griffin, We Three Kings: Disintermediating Voting at the Index Fund Giants, 79 Md. L. Rev. 954 (2020).
Marco Dell'Erba, From Inactivity to Full Enforcement: The Implementation of the "Do No Harm" Approach in Initial Coin Offerings, 26 Mich. Tech. L. Rev. 175 (2020).
Brian T. Fitzpatrick & Randall S. Thomas, The Indian Securities Fraud Class Action: Is Class Arbitration the Answer?, 40 Nw. J. Int'l L. & Bus. 203 (2020).
James J. Park, Do the Securities Laws Promote Short-Termism?, 10 UC Irvine L. Rev. 991 (2020).
Sunday, May 9, 2021
Miriam R. Albert & J. Scott Colesanti, Cryptocurrency Meets Bankruptcy Law: A Call for Creditor Status for Investors in Initial Coin Offerings, 36 Ga. St. U. L. Rev. 233 (2020).
Michal Barzuza, Quinn Curtis & David H. Webber, Shareholder Value(s): Index Fund ESG Activism and the New Millennial Corporate Governance, 93 S. Cal. L. Rev. 1243 (2020).
Joshua Mitts, Short and Distort, 49 J. Legal Stud. 287 (2020).
Monday, April 26, 2021
Federico Fornasari, Knowledge and Power in Measuring the Sustainable Corporation: Stock Exchanges as Regulators of ESG Factors Disclosure, 19 Wash. U. Global Stud. L. Rev. 167 (2020).
Adi Libson & Gideon Parchomovsky, Reversing the Fortunes of Active Funds, 99 Tex. L. Rev. 581 (2021).
Jeff Schwartz, De Facto Shareholder Primacy, 79 Md. L. Rev. 652 (2020).
Saturday, April 24, 2021
Michael P. Jamroz, The Treatment of Derivatives under the SEC's Net Capital Rule, 76 Bus. Law. 183 (2021).
A. Joseph Warburton, Business Development Companies: Venture Capital for Retail Investors, 76 Bus. Law. 59 (2021).
Annual Survey of Judicial Developments Pertaining to Private Equity and Venture Capital, 76 Bus. Law. 237 (2021).
Monday, April 12, 2021
George S. Georgiev has posted The Human Capital Management Movement in U.S. Corporate Law on SSRN with the following abstract:
Corporations cannot exist without workers, yet workers are not part of the formal or informal governance structures established by U.S. corporate law. Commentators and policymakers have bemoaned this state of affairs for decades, to little avail. Since the mid-2010s, however, a concept related to workers, human capital management (HCM), has become an increasingly prominent part of U.S. corporate governance. HCM is premised on the notion that workers can be viewed as “assets” and ought to be managed just as carefully as firms manage physical and capital assets. In practice, HCM is an expansive concept that has been used to refer to workforce training, compensation and retention issues, gender pay equity, diversity and inclusion, health and safety, matters related to corporate culture, employees’ ability to participate in stock purchase programs, and various other matters.
The speed with which HCM has emerged and the depth and breadth of its reach have been surprising. While broadly fitting within the rubric of environmental, social, and governance (ESG) factors, HCM has quickly surpassed more traditional ESG topics in terms of prominence and uptake. Boards of directors have started to focus on HCM as part of their monitoring and oversight responsibilities, including by amending committee charters to cover HCM matters, identifying HCM as a desirable qualification for director nominees, and incorporating HCM metrics into executive compensation plans. Investors are now actively engaging with management and boards on questions pertaining to HCM. In August 2020, the Securities and Exchange Commission (SEC) adopted a new rule requiring HCM disclosure by public companies. Pending legislation could create HCM disclosure mandates that are considerably more extensive, while a variety of private standard-setting organizations (including SASB, GRI, and ISO) have already developed detailed HCM reporting standards, which firms have started to adopt. Taken together, these developments represent a powerful and heretofore unprecedented push to incorporate worker-related concerns in corporate governance—a phenomenon I describe as an “HCM movement.” By analyzing the origins, development, impact, and normative desirability of the novel HCM movement, this Article seeks to contribute to conversations about the need to update existing legal and institutional arrangements in light of the disruptions unleashed by the Covid-19 pandemic and the lingering economic dislocation caused by the 2008 financial crisis.
Subject to certain qualifications, the Article views HCM as a broadly positive and much-overdue corporate governance development: HCM disclosure contributes to more accurate firm valuation by shining a spotlight on a key driver of success in the modern knowledge-based economy; HCM oversight at the board level ensures that firms focus appropriately on the management of what has come to be referred to as a “mission-critical asset.” To realize HCM’s full promise, however, participants in the HCM movement should seek to disambiguate the HCM concept by breaking it down into its appropriate constitutive elements, and, to the extent possible, focusing the relevant discussions on those specific elements. In addition, boards should resist isomorphic approaches, particularly ones developed by organizations such as large asset managers that are lacking in regulatory legitimacy, accountability, and HCM expertise. The SEC can and should serve as a nexus for coordination among the various participants in the HCM movement. As an initial step, the SEC should revisit the HCM disclosure rulemaking process and reject the unstructured, “principles-based” approach reflected in the 2020 HCM disclosure rule, which is based on an impoverished understanding of the important concept of materiality. In its final part, the Article considers HCM’s limits as a solution to problems beyond the core concerns of corporate law and suggests that the rapid rise of the corporate governance HCM movement has in fact highlighted the need for a governmental human capital agenda aimed at the active development and protection of human capital, not just its management.
Timothy Nielsen, Note, Cryptocorporations: A Proposal for Legitimizing Decentralized Autonomous Organizations, 2019 Utah L. Rev. 1105.
Andrew A. Schwartz, Mandatory Disclosure in Primary Markets, 2019 Utah L. Rev. 1069.
Diana Qiao, Student Article, This Is Not a Game: Blockchain Regulation and Its Application to Video Games, 40 N. Ill. U. L. Rev. 176 (2020).
Sunday, April 11, 2021
The AALS Section on Business Associations has two calls for papers for the 2022 AALS Annual Meeting:
Call for Papers for the
Section on Business Associations Program on
Race and Teaching Business Associations
January 5-9, 2022 AALS Annual Meeting
The AALS Section on Business Associations is pleased to announce a Call for Papers for its program at the 2022 AALS Annual Meeting, which will be held virtually. The topic is Race and Teaching Business Associations. Up to two presenters will be selected for the section’s program.
Business Associations classes taught in most law schools spend little if any time on issues relating to racial discrimination and inequity. But as important social institutions, businesses have long had a significant impact on racial equity. The increasing scrutiny of the lack of diversity on public company boards is one of several fronts where businesses are facing both legal and social pressure to address racial inequity. Students are increasingly interested in understanding how the law governing business organizations reflects or contributes to racial injustice. Many law professors want to do more to cover topics relating to race in their Business Associations course and are seeking guidance on how to do so. This panel will provide a forum where teachers of Business Associations can share ideas for incorporating the subject of racial discrimination and inequity into their classes.
Please submit an abstract or a draft of an unpublished paper to Jim Park, email@example.com, on or before Friday, August 20, 2021. Authors should include their name and contact information in their submission email but remove all identifying information from their submission. Papers will be selected after review by members of the Executive Committee of the Section. Presenters will be responsible for paying their registration fee, if applicable.
We recognize that the past year has been incredibly challenging and that these challenges have not fallen equally across the academy. We encourage scholars to err on the side of submission, including by submitting early stage or incomplete drafts. Scholars whose papers are selected will have until December to finalize their papers.
Please direct any questions to Jim Park, UCLA School of Law, at firstname.lastname@example.org.
Call for Papers
AALS Section on Business Association
New Voices in Business Law
January 5-9, 2022, AALS Annual Meeting
The AALS Section on Business Associations is pleased to announce a “New Voices in Business Law” program during the 2022 AALS Annual Meeting, which will be held virtually. This works-in-progress program will bring together junior and senior scholars in the field of business law for the purpose of providing junior scholars with feedback and guidance on their draft articles. To complement its other session at the Meeting, this Section is especially interested in papers relating to race and business law, but it welcomes submissions on all business-related topics.
FORMAT: Scholars whose papers are selected will provide a brief overview of their paper, and participants will then break into simultaneous roundtables dedicated to the individual papers. Two senior scholars will provide commentary and lead the discussion about each paper.
SUBMISSION PROCEDURE: Junior scholars who are interested in participating in the program should send a draft or summary of at least five pages to Professor Eric Chaffee at Eric.Chaffee@utoledo.edu on or before Friday, August 20, 2021. The cover email should state the junior scholar’s institution, tenure status, number of years in his or her current position, whether the paper has been accepted for publication, and, if not, when the scholar anticipates submitting the article to law reviews. The subject line of the email should read: “Submission—Business Associations WIP Program.”
Junior scholars whose papers are selected for the program will need to submit a draft to the senior scholar commentators by Friday, December 10, 2021.
ELIGIBILITY: Junior scholars at AALS member law schools are eligible to submit papers. “Junior scholars” includes untenured faculty who have been teaching full-time at a law school for ten or fewer years. The Committee will give priority to papers that have not yet been accepted for publication or submitted to law reviews.
Pursuant to AALS rules, faculty at fee-paid non-member law schools, foreign faculty, adjunct and visiting faculty (without a full-time position at an AALS member law school), graduate students, fellows, and non-law school faculty are not eligible to submit. Please note that all presenters at the program are responsible for paying their own annual meeting registration fees and travel expenses.