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The Social Costs Of Dividends And Share Repurchases, J.B. Heaton 2019 Pepperdine University

The Social Costs Of Dividends And Share Repurchases, J.B. Heaton

The Journal of Business, Entrepreneurship & the Law

A long-held view in the academy is that shareholders are "residual claimants” in the sense that shareholders are paid in full only after the corporation pays its creditors. The reality on the ground is far different. Corporations give assets away to their shareholders long before they have satisfied creditors, both voluntary contract creditors and involuntary tort creditors. In particular, existing U.S. corporate and voidable transfer laws allow corporations to pay dividends and make share repurchases up to the point where the corporation is insolvent or nearly so. Voluntary creditors can limit dividends and share repurchases by contract, but involuntary ...


Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter 2019 Pepperdine University

Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter

The Journal of Business, Entrepreneurship & the Law

This paper will first provide a critical, comparative look at the Canadian and the federal American responses to the under-representation of women on boards of large, publicly traded corporations. There will be a discussion about the competing conceptions which emerge in addressing the regulation of women on boards in the United States and Canada and why each jurisdiction implemented its policy when it did. The conceptions arising out of questions about under-representation of women on boards tend to fall within two categories: business case rationales and normative rationales. Given the competing conceptions of this issue, this paper will attempt to ...


Cacs And Doorknobs, Anna Gelpern, Jeromin Zettelmeyer 2019 Georgetown University Law Center

Cacs And Doorknobs, Anna Gelpern, Jeromin Zettelmeyer

Georgetown Law Faculty Publications and Other Works

Key Points:

  • Collective Action Clauses (CACs) in sovereign bonds have been a prominent part of European financial architecture debates since 2010.
  • They have been the go-to policy prescription in response to the financial crisis, and the subject of intense academic study.
  • CACs can play an important role in a debt crisis; however, the welfare implications of CACs for any given sovereign borrower are not always clear. In particular, they are very sensitive to the availability of alternative restructuring tools, including bankruptcy and debt exchanges.
  • This can be shown theoretically, and finds support in corporate bond restructuring practice.
    • The track record ...


Direct Listing: How Spotify Is Streaming On The Nyse And Why The Sec Should Press Play, Cody L. Lipke 2019 Pepperdine University

Direct Listing: How Spotify Is Streaming On The Nyse And Why The Sec Should Press Play, Cody L. Lipke

The Journal of Business, Entrepreneurship & the Law

This Note proposes that given Spotify’s successful launch on the NYSE, direct listings will become increasingly popular—primarily for start-ups but also as an exit strategy for VC and PE firms in their nonpublic investments. Part II of this Note will discuss the process of “going public” via an IPO or a direct listing. Part III will use Spotify as an illustrative example of the direct listing process. Part IV will consider the advantages and disadvantages of direct listing. Part V will conclude that the Securities and Exchange Commission (SEC or the Commission) should embrace the direct listing process ...


Beyond Intermediation: A New (Fintech) Model For Securities Holding Infrastructures, Charles W. Mooney Jr. 2019 University of Pennsylvania Law School

Beyond Intermediation: A New (Fintech) Model For Securities Holding Infrastructures, Charles W. Mooney Jr.

Faculty Scholarship at Penn Law

Publicly traded securities generally are held by investors in securities accounts with intermediaries such as stockbrokers and central securities depositories—intermediated securities. For many investors this is the only practical means of holding and dealing with securities. These intermediated holding systems (IHSs) impose a variety of risks and costs. Investors are exposed to intermediary risk (default or insolvency of an intermediary holding securities) as well as impediments to the exercise of rights such as voting and asserting claims against securities issuers. The nontransparency of IHSs imposes other social costs, such as obstacles to anti-money laundering enforcement. The emergence of FinTech ...


Breaking Up The Focus On Relationships For Nonpecuniary Insider Trading Personal Benefits, Bradley Larkin 2019 Fordham University School of Law

Breaking Up The Focus On Relationships For Nonpecuniary Insider Trading Personal Benefits, Bradley Larkin

Fordham Law Review

In 1983, the U.S. Supreme Court adopted the “personal benefit” requirement as an objective test for insider trading to help determine when confidential information is tipped for an improper purpose. Under this test, a tipper acts improperly by receiving a personal benefit for sharing confidential, nonpublic information, even if the tipper does not trade using the information. For instance, when a tipper leaks confidential information to a trading friend or relative, the tipper benefits personally because this amounts to trading on the confidential information and then gifting the profits. The personal benefit requirement is applied differently among the circuits ...


Securities Regulation, Dale H. Lastman 2019 Osgoode Hall Law School of York University

Securities Regulation, Dale H. Lastman

Osgoode Course Casebooks

Course code: 2620.3


Table Of Contents, Seattle University Law Review 2019 Seattle University School of Law

Table Of Contents, Seattle University Law Review

Seattle University Law Review

No abstract provided.


Crowdfunding Signals, Darian M. Ibrahim 2019 William & Mary Law School

Crowdfunding Signals, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


Crowdfunding Without The Crowd, Darian M. Ibrahim 2019 William & Mary Law School

Crowdfunding Without The Crowd, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson 2019 William & Mary Law School

Making A Market For Corporate Disclosure, Kevin S. Haeberle, M. Todd Henderson

Kevin Scott Haeberle

It has long been said that market forces alone will result in a problematic under-sharing of information by public companies. Since the 1930s, the main regulatory response to this market failure has come in the form of the massive mandatory-disclosure regime that sits at the foundation of modern securities law. But this regime—especially when viewed along with its speech-chilling antifraud overlay—no doubt leaves society without all the corporate information from which it would benefit. The typical fix offered to the problem has been more of the same: add to the 100-plus-page list of what firms must disclose, often ...


Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson 2019 William & Mary Law School

Information-Dissemination Law: The Regulation Of How Market-Moving Information Is Revealed, Kevin S. Haeberle, M. Todd Henderson

Kevin Scott Haeberle

No abstract provided.


A New Market-Based Approach To Securities Law, Kevin S. Haeberle 2019 William & Mary Law School

A New Market-Based Approach To Securities Law, Kevin S. Haeberle

Kevin Scott Haeberle

Modern securities regulation has three main areas, each of which is plagued by a core problem. Mandatory disclosure law leaves society with suboptimal disclosure, as the government calls for too little of some information (for example, management analysis of company prospects) and too much of other information (for example, data about trivial executive perks). Securities fraud law (specifically, its central fraud-on-the-market theory of reliance) yields damages at odds with any reasonable theory of compensation and deterrence. And insider trading law fails to achieve its ends because incentives to police illegal trading and tipping by executives are currently weak.

In this ...


Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle 2019 William & Mary Law School

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Kevin Scott Haeberle

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain ...


Discrimination Platforms, Kevin S. Haeberle 2019 William & Mary Law School

Discrimination Platforms, Kevin S. Haeberle

Kevin Scott Haeberle

Off-exchange trading today has become defined by its opacity. Indeed, the framing of this symposium on What Happens in the Dark: An Exploration of Dark Pools and High Frequency Trading and its goal of "exam[ing] a portion of the modern market that remains largely outside of the public eye"l is much in line with contemporary thinking in policymaking, academic, and industry circles alike. Yet, off-exchange trading through "dark" pools and the like is far more transparent than thought, and exchange trading the opposite. In fact, much trading through off-exchange platforms is even more transparent than that facilitated by ...


Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle 2019 William & Mary Law School

Evaluating Stock-Trading Practices And Their Regulation, Merritt B. Fox, Kevin S. Haeberle

Kevin Scott Haeberle

High-frequency trading, dark pools, and the practices associated with them have come under tremendous scrutiny lately, giving rise to much hot rhetoric. Missing from the discussion, however, is a principled, comprehensive standard for evaluating such practices and the law that governs them. This Article fills that gap by providing a general framework for making serious normative judgments about stock-trading behavior and its regulation. In particular, we argue that such practices and laws should be evaluated with an eye to the secondary trading market's impact on four main aspects of our economy: the use of existing productive capacity, the allocation ...


Law Professor Comment Letter On Harmonization Of Private Offering Rules, Elisabeth D. de Fontenay, Erik F. Gerding, John Coffee, Jr., James D. Cox, Stephen F. Diamond, Merritt B. Fox, Michael Guttentag, Colleen Honigsberg, Renee M. Jones, Donald Langevoort, Saule T. Omarova, James Park, Jeff Schwartz, Andrew F. Tuch, Urska Velikonja 2019 Duke University School of Law

Law Professor Comment Letter On Harmonization Of Private Offering Rules, Elisabeth D. De Fontenay, Erik F. Gerding, John Coffee, Jr., James D. Cox, Stephen F. Diamond, Merritt B. Fox, Michael Guttentag, Colleen Honigsberg, Renee M. Jones, Donald Langevoort, Saule T. Omarova, James Park, Jeff Schwartz, Andrew F. Tuch, Urska Velikonja

Research Data

Comment letter filed on Sept. 24, 2019.

"File No. S7-08-19"

"We are fifteen law professors whose scholarship and teaching focuses on securities regulation. We appreciate the opportunity to comment on the U.S. Securities and Exchange Commission’s (“SEC” or the “Commission”) Concept Release on Harmonization of Securities Offering Exemptions (the “Concept Release”)."


Sg’S Brief In Lucia Could Portend The End Of The Alj Program As We Have Known It, Jeffrey S. Lubbers 2019 Selected Works

Sg’S Brief In Lucia Could Portend The End Of The Alj Program As We Have Known It, Jeffrey S. Lubbers

Jeffrey Lubbers

No abstract provided.


Towards Standard Information Privacy, Innovations Of The New General Data Protection Regulation, Ali ALibeigi, Abu Bakar Munir, MD Ershadulkarim, Adeleh Asemi 2019 University of Malaya

Towards Standard Information Privacy, Innovations Of The New General Data Protection Regulation, Ali Alibeigi, Abu Bakar Munir, Md Ershadulkarim, Adeleh Asemi

Library Philosophy and Practice (e-journal)

Protection of personal data in recent decades became more crucial affecting by emergence of the new technologies especially computer, internet, information and communications technology. However, Europeans felt this necessity at time and provided for up-to-date and supportive laws. The General Data Protection Regulation (GDPR) is the latest legislation in EU to protect personal data of individuals based on the recent technological advancements. However, its’ domestic and international output still is debatable. This doctrinal legal study by using descriptive methods, aimed to evaluate the GDPR through analyzing and interpreting its’ provisions by especial focus on its’ innovations. The results show that ...


The Securities Laws And The Mechanics Of Legal Change, Barry Cushman 2019 Notre Dame Law School

The Securities Laws And The Mechanics Of Legal Change, Barry Cushman

Barry Cushman

This essay, prepared for the Virginia Law Review symposium marking the 75th anniversary of the Securities Exchange Commission, explores the mechanisms through which the Roosevelt Administration secured the Supreme Court's approval of various features of the New Deal's securities law program.


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