The recurrent economic and financial crises expose the state, enterprises, and households to a range of financial risks and negative financial consequences. As a result, governments are seeking the most efficient measures of legal regulation and other measures ensuring financial security in...

The Securities and Exchange Commission requested public comment on ways to simplify, improve, or harmonize exemptions from the requirement to register securities offerings. The SEC acknowledged that the current array of exempt offerings is complex and might be difficult for issuers to navigate....

We examine whether the Securities Exchange Act of 1934 increased the information content of corporate earnings disclosures. Prior research questions whether the Act improved disclosure quality but generally relies on long-window tests and yields mixed results. We focus on whether the Act...

In contrast to bonds, cov-lite loans do not require SEC registration and are not subject to securities laws. We show that this distinction plays an important role in firms' choice between funding through cov-lite loans and bonds and helps understand why the market share of cov-lite loans has...

In contrast to bonds, levered loans do not require SEC registration. We show that this distinction plays an important role in firms' choice between funding through loans and bonds and helps understand why the market share of cov-lite loans has increased so much. Compared to cov-heavy loans,...

This paper studies the effect of the public disclosure of the Securities and Exchange Commission (SEC) comment-letter reviews (CLs) on firms' financial reporting. We exploit a major change in the SEC's disclosure policy: in 2004, the SEC decided to make its CLs publicly available. Using a novel...

This paper considers how the landscape of New Zealand securities regulation has changed in the 30 years since John Farrar and Mark Russell's 1985 Company Law and Securities Regulation in New Zealand. The discussion focuses on the reasons for the development in New Zealand, and how to locate this...

This paper considers the application of Australian security law models in New Zealand, specifically provisions relating to asset preservation orders. The discussion centres on the post-GFC landscape and the use of such provisions in the allegations against Mark Hotchin for misstatement in offer...

The Securities and Exchange Commission recently issued a proposed new rule to be called “Regulation Best Interest.” The proposal is an important step toward fulfilling the goal of the Dodd-Frank Act to clarify the standards applicable to broker-dealers when they give personalized investment...

During the survey period, the Texas courts dealt with several cases concerning the scope of the Texas Securities Act and Texas Stock Fraud Act. For the Texas Securities Act on court determined that whether a certificate of deposit is a security is a fact question for the jury and another court...

With respect to easing registration requirements, the State Securities Board (“Board”) had the opportunity to lead both state and federal securities regulatory bodies through rule changes for finders -- those who assist issuers in finding purchasers. The Board also issued no-action letters...

Many courts rendered opinions during the Survey period affecting the reach of the Texas Securities Act (“TSA”). The Texas Supreme Court acknowledged the TSA's reach over dealers selling from Texas to non-residents of the state, as well as over registration of securities sold. In contrast,...

Texas federal courts have continued to narrow the application of Texas securities laws. The Fifth Circuit applied the federal class action preemption test of Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) after consolidation in federal court, but permitted unconsolidated state...

Securities law opinions during this period fall into two categories. The first deals with incompetent lawyers. In Miller, a state court reinstated a cease and desist order against an issuer whose lawyer failed to object to a witness's testimony when a co-defendant's counsel did. In In re Next...

Securities law opinions under Texas law during this period can be divided into two groups. The first group deals with various fraudulent schemes targeted by the Board. The "free lunch" scam, aimed at senior investors, surfaced in Head v. State where the scammer lost the appeal because the...

This chapter examines the impact of private and public enforcement of securities regulation on the development of capital markets. After a review of the literature, it considers empirical findings related to private and public enforcement as measured by formal indices and resources, with...

During the survey period, the Texas courts dealt with several cases concerning the scope of the Texas Securities Act and Texas Stock Fraud Act. For both the Texas Securities Act and the Texas Stock Fraud Act, they began to consider whether equity interests in limited liability companies are...

This book offers the first definitive English-language resource on Chinese business law. Written by an authoritative source, the book accurately describes what the business law is and explains legislative intentions underlying the myriad of law, rules, and regulations. Moreover, it provides the...