A recurrent theme in corporate law is the presence of directors and officers owing fiduciary duties of care and loyalty to the respective companies they serve. Although not as visible in the securities law setting, concepts of fiduciary duty-like obligations arise with some frequency. While the...

Cryptocurrency transactions have grown exponentially since Satoshi Nakamoto published the Bitcoin White Paper on Halloween 2008. As of November 2021, the cryptocurrency market has transformed into an ecosystem with 14,710 tokens and $2.6 trillion market capitalization. The rise of initial coin...

The article examines a peculiar legal dilemma—implicating securities law, legal ethics, and evidence law—that arises when litigation finance companies (LFCs) become public companies. LFCs provide funding to litigants and law firms for prosecuting lawsuits in exchange for a share of the...

This Comment Letter, signed by 30 securities law scholars, responds to the SEC’s request for comment on its March 2022 proposed rules for the “Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Proposal”). The letter focuses on a single...

As the U.S. Securities and Exchange Commission considers appropriate “ESG” disclosure mandates, the Financial Economist’s Roundtable contributes to the debate with a statement summarizing its policy discussion. The FER believes financial regulators should limit mandates to matters that...

The Securities and Exchange of Board of India (SEBI) is one of the most powerful regulators in India. As the regulator of one of the world's largest capital markets, it has a range of enforcement tools at its disposal, such as the imposition of monetary penalties, ordering the disgorgement of...

Following the September 11, 2001 attacks, numerous countries signed a special nonbinding arrangement to enhance cross-border enforcement of securities laws. This agreement is the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information...

The SEC has long taken a hands-off approach to private markets. Instead of direct regulation, the SEC has used investor access restrictions to create high-end contracting environments where investors (in theory) have the resources needed to fend for themselves. But in early 2022, this hands-off...

On December 28, 2019, the Chinese People's Congress amended the Securities Law. This amendment aims to strengthen the protection of investors and make it more in line with the current requirements of China's securities market. Taking A-share listed firms as a sample, we use the event study...

The purpose of this article is to analyze various questions that may arise when a complainant seeks relief under section 29(b). With the recent Supreme Court decisions restricting the reach, scope, and effect of the federal securities laws, injured parties frequently may find themselves without...

Popular zero-commission stock trading apps like Robinhood innovate in user-experience design, featuring digital engagement practices and prompts that appeal to investors’ psychology and make it easy and fun to trade. These include leaderboards of popular stock, push notifications, and visual...

The Securities and Exchange Commission is planning to propose new mandatory disclosure rules on climate change without further statutory authority from Congress. The purpose of this comment is to explain that the SEC does not currently have statutory authority to adopt such disclosure rules....

In this article, the author analyzes two recent Supreme Court decisions involving the securities acts. The conclusions drawn from this analysis are that despite the Court's recent trend of restricting the scope of the federal securities laws, it is now possible for defrauded offerees and...

This essay demonstrates that, because of the flexible definition of “security,” certain interests have the potential to fall in and out of the definition, and thus in and out of securities regulation. This essay coins this potentiality “shapeshifting.” The phenomenon of shapeshifting...

During the last twenty years, the law concerning potential liability of attorneys for opinions that are rendered in securities transactions has changed significantly. The SEC and certain courts during the 1970s asserted that attorneys could be liable as aiders and abettors under the federal...

This is not your grandfather’s SEC anymore. Rapid technological change has resulted in novel regulatory issues and challenges, as law and policy struggles to keep pace. The U.S. Securities and Exchange Commission (SEC) reports that “the U.S. capital markets are the deepest, most dynamic, and...

Venture capital funds have been facing increasing regulatory scrutiny since the 2007 financial crisis, particularly with respect to calls for increased disclosure requirements. In this paper we examine the effect of more stringent securities regulation on the supply and performance of venture...

The failed accounting “Cognitor” credential might have channeled accountancy into information security at the turn of the 21st Century. However, the accounting profession delayed this responsibility until recently: cybersecurity engagements, client confidentiality and attestations....

States have the interest to prevent unauthorized disclosure of state secrets or intelligence, which may jeopardize state security and essential interests. Nearly all countries have enacted specific domestic statutes or adopted relevant rules in their domestic laws regulating obtaining, retaining...

Recent judicial and regulatory developments suggest that investors in many states may enjoy greater protection under their applicable state securities and common laws than under the federal securities laws. This Article addresses the Securities and Exchange Commission’s and the states’...

The recently promulgated SEC rules and judicial precedent impacting upon the parameters of section 16(b) are the focus of this article. First, this work will address the issue of standing to sue under section 16(b), focusing on the ramifications of the recent Supreme Court decision in Gollust v....

In times of crisis, including the 2020-21 global pandemic, the U.S. Securities and Exchange Commission (SEC) has engaged in a type of securities regulation that few scholars have acknowledged, let alone evaluated. Specifically, during recent market crises, the SEC has adopted rules that are...

Companies targeted by SEC enforcement actions often face parallel private class actions under the federal securities laws based on the same underlying conduct. But when the SEC selects enforcement targets, negotiates settlements, and assesses its own performance, it is unclear whether or how the...

This study examines the spillover effect of securities litigation. Peers of the sued firm have negative three-day abnormal returns around case filings and continue underperforming over sixty trading days. Peers also improve financial reporting quality and change qualitative disclosure...

Resumo: O presente trabalho, décimo capítulo do livro Direito dos Valores Mobiliários, publicado em 2015, trata dos títulos e contratos de investimento coletivo. Devido à técnica legislativa utilizada na redação original da Lei n. 6.385/76, que concedeu à CVM um campo de atuação...

In addressing the problem of unregistered sales of digital tokens through initial coin offerings (ICOs), the SEC has proceeded through a strategy we call Regulation by Selective Enforcement. Rather than impose penalties on a significant number of violators, the SEC has brought a small number of...

This Article examines the cumulative welfare effect of the application of the U.S. regulatory regime on foreign private issuers (FPI) and whether the extraterritorial reach of U.S. law creates unnecessary risks deterring crosslistings. To assess the deterrence effect and optimality of...

Federal securities law defines the materiality of corporate disclosures by reference to the views of a hypothetical “reasonable investor.” For decades the reasonable investor standard has been a flashpoint for debate — with critics complaining of the uncertainty it generates and defenders...

We examine two distinct forms of information bundling that can occur when a firm releases a restatement: “positive bundling,” the release of good news with the restatement, and “negative bundling,” the release of additional bad news. We use a triple differences testing approach to...

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...

Introduction to Blockchain-Based Assets / Michael Fluhr and Deborah Meshulam --Blockchain-Based Assets as Securities / Michael Fluhr and Deborah Meshulam -- CFTC Regulation of Blockchain-Based Assets / Daniel Nathan, Jonas Robison, and S. Chris Min -- 4 Federal Taxation of Virtual Currencies /...

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,...

The SEC was founded in 1934 and bestowed by Congress with a three-pronged mission: (a) protecting investors; (b) maintaining fair, orderly, and efficient markets; and (c) facilitating capital formation. Markedly absent from this congressional mandate is any administrative authority or charge to...

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...