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Corporate & Securities Law

Business Law Prof Blog

Business law resources, information, and news for the academic community

Post Frequency: 11.8/day

Last Entry: April 01, 2011 at 11:04:42

Casey on Corporate Fiduciary Duties and Honest Services Fraud

Posted on January 29, 2010
Lisa L. Casey has posted Twenty-Eight Words: Enforcing Corporate Fiduciary Duties Through Criminal Prosecution of Honest Services Fraud on SSRN with the following abstract: This article examines the federal government's growing use of 18 U.S.C. § 1346 to prosecute public...

May You Live in Interesting Times

Posted on January 28, 2010
I started teaching law in 2005. My first semester I taught Securities Regulation and had the pleasure of getting up to speed on the Offering Reform Rules. A few years later, I got to be called an "expert" for purposes...

Citizens United and the Issue of Shareholder Protection

Posted on January 28, 2010
Over at the Glom, Usha Rodrigues opines that: The shareholder protection rationale has real traction in the public company context, and I find Kennedy's reliance on the protections of shareholder democracy laughable .... Meanwhile, Larry Ribstein feels that: the shareholder...

Brummer on International Financial Law

Posted on January 27, 2010
Chris Brummer has posted How International Financial Law Works (and How it Doesn't) on SSRN with the following abstract: The ?Great Recession? has given way to a dizzying array of international agreements aimed at strengthening the prudential oversight and supervision...

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Is your Board?s leadership strategy sufficient to meet new SEC rules for 2010? To answer, begin by asking the right questions.

Posted on January 27, 2010
(Second of three posts on new requirements found in Item 407(h) of Regulation S-K under the Securities Exchange Act of 1934.) Starting in the 2010 proxy season, all U.S. public companies are required by the SEC to describe their board...

And the Grammy for Best Economics Related Rap Video Goes to . . .

Posted on January 27, 2010
Fear the Boom and Bust NPR reported about the origins of this song and video on Monday, and you can find those details here. ECC

Those Tricky Sub-penny Increments

Posted on January 26, 2010
Today's Wall Street Journal is reporting that the stock exchanges are seeking permission to alter the pricing parameters in place for nearly a decade. Specifically, SEC approval shall be sought allowing the market centers to price quoted/traded securities in sub-penny...

On Corporations as People...

Posted on January 26, 2010
The Supreme Court has previously held that the 5th Amendment protection against self-incrimination extends only to natural persons, and not the corporation. Which helps make the recent Supreme Court decision in Citizens United v. Federal Election Commission all the more...

Regulatory Reform Scorecard

Posted on January 25, 2010
I am somewhat chagrined that, over 17 months since the news first broke that the global financial system almost dematerialized, there is still no meaningful domestic regulatory reform. Here's a quick status report: The House of Representatives passed a Bill...

The Harvard Law School Proxy Access Roundtable

Posted on January 25, 2010
Lucian A. Bebchuk and Scott Hirst have posted a paper on SSRN detailing the proceedings of The Harvard Law School Proxy Access Roundtable with the following abstract: This paper contains the proceedings of the Proxy Access Roundtable that was held...

Does your company?s board composition conform with new SEC rules for 2010?

Posted on January 25, 2010
Does your company?s board composition conform with new SEC rules for 2010? To answer, begin by asking the right questions. (First of three posts on new requirements found in Item 407(h) of Regulation S-K under the Securities Exchange Act of...

Taking Concession Theory Seriously

Posted on January 23, 2010
Prof. Bainbridge takes issue with Justice Stevens's position, in his dissent in Citizens United, that corporations have been "effectively delegated responsibility for ensuring society's economic welfare." Bainbridge proclaims that: It has been over half-a-century since corporate legal theory, of any...

Introduction of Guest Contributor ? Tracy E. Houston, M.A.

Posted on January 22, 2010
Tracy is a board advisory consultant headquartered in the Denver, Colorado area. With a focus on leadership, strategy and risk management, she consults primarily with directors, presidents and senior officers providing input on high level, sensitive and complex issues...

Alai on International Business Law

Posted on January 22, 2010
Padideh Alai has posted Controlling Corruption in International Business: The International Legal Framework on SSRN with the following abstract: Since 1995, the anti-corruption movement has had success in developing a global legal framework to combat transnational bribery and corruption...

Ahdieh on Corporate Law

Posted on January 22, 2010
Robert B. Ahdieh has posted Trapped in a Metaphor: The Limited Implications of Federalism for Corporate Governance on SSRN with the following abstract: Trapped in a metaphor articulated at the founding of modern corporate law, the study of corporate governance...

Whose Business Is It Anyway?

Posted on January 21, 2010
Perhaps only tangentially responsive to the assertion that we are simply protecting the free speech rights of owners when we strengthen the free speech rights of corporations, Steven Davidoff has a nice post over at The Deal Professor explaining how:...

Ahdieh on Corporate Law

Posted on January 21, 2010
Robert B. Ahdieh has posted The (Misunderstood) Genius of American Corporate Law on SSRN with the following abstract: In this Reply, I respond to comments by Bill Bratton, Larry Cunningham, and Todd Henderson on my recent paper - Trapped in...

Hovenkamp on Law and Economics

Posted on January 21, 2010
Herbert J. Hovenkamp has posted Coase, Institutionalism, and the Origins of Law and Economics on SSRN with the following abstract: Ronald Coase merged two traditions in economics, marginalism and institutionalism. Neoclassical economics in the 1930s was characterized by an abstract...

Legal Fiction Gains More Free Speech Rights; Democracy Loses

Posted on January 21, 2010
The Supreme Court, in a 5-4 decision, has greatly expanded the political free speech rights of corporations. You can probably guess from the title of this post where I come out on this issue. I'll have more on this after...

The SEC and the FCPA

Posted on January 19, 2010
The Foreign Corrupt Practices Act remains an SEC priority, as touted in the Commission's 2009 Performance and Accountability Report, available at http://www.sec.gov/about/secpar2009.shtml. The Report's 'Year in Review' section describes the December 2008 Siemen's case (p...

The Dwindling Specialists...

Posted on January 19, 2010
Last Thursday, it was reported that Barclays Bank had purchased LaBranche & Company's New York Stock Exchange specialist business. The roughly 700 listed stocks covered by LaBranche will be joined with the approximately 900 others handled by Barclay's other specialist...

The First Casualty of Debate is Ignorance

Posted on January 18, 2010
Late last week, President Obama proposed (albeit in very broad strokes) a "Financial Crisis Responsibility Fee", to be levied upon financial firms of all types with more than $50 billion in consolidated assets. The fee would commence on June 30,...

Warren on Securities Regulation

Posted on January 17, 2010
Manning G. Warren III has posted An Essay on Rule 506 of Regulation D; Its Questionable Origins, Regulatory Oblivion and Judicial Revitalization on SSRN with the following abstract: This essay, based on the author?s presentation last September to the annual...

Listokin and Taibleson on Credit Rating Agencies

Posted on January 17, 2010
Yair Jason Listokin and Benjamin Taibleson have posted If You Misrate, then You Lose: Improving Credit Rating Accuracy Through Incentive Compensation on SSRN with the following abstract: Credit rating agencies (CRAs) serve many roles in maintaining properly functioning debt markets...

Stucke on Antitrust Law

Posted on January 17, 2010
Maurice E. Stucke has posted Am I a Price-Fixer? A Behavioral Economics Analysis of Cartels on SSRN with the following abstract: This article considers why executives risk prison, their careers, and their status in the community, and violate the antitrust...

Barzuza on Antitakeover Law

Posted on January 17, 2010
Michal Barzuza has posted The State of State Antitakeover Law on SSRN with the following abstract: This Article is the first to examine systematically state antitakeover law outside Delaware. It conducts a research of all available cases to find whether...

Connecting the Dots; Back to Square One

Posted on January 16, 2010
1. It was not too long ago that arguing that corporations effectively ran the government was quite fashionable. 2. In light of the recent financial crisis and the emergence of USA, Inc., that is not so much the case anymore....

Barnhizer on the Legal Academy

Posted on January 15, 2010
David Barnhizer has posted Redesigning the American Law School on SSRN with the following abstract: American law schools are an integral part of a vertically integrated system of production in which the end product is lawyers. Law schools are having....

Adler on Environmental Law

Posted on January 15, 2010
Jonathan H. Adler has posted The Record of the Roberts Court in Environmental Cases: Pro-Business or Pro-Government? on SSRN with the following Abstract: Drawing upon a preliminary analysis of the Roberts Court?s decisions in environmental cases prepared for a January...

Howson on Chinese Corporate Law

Posted on January 15, 2010
Nicholas Calcina Howson has posted Corporate Law in the Shanghai People's Courts, 1992-2008: Judicial Autonomy in a Contemporary Authoritarian State on SSRN with the following abstract: In late 2005 China adopted a largely rewritten Company Law that radically increased the...

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