Symposium, JOBS Act: The Terrible Twos – General Solicitation & Crowdfunding, the Next Frontier of Securities Regulation

On March 24th, 2014, The Fordham Corporate Law Center and the Fordham Journal of Corporate & Financial Law will hold its 19th Annual Symposium focusing... Read More

S.E.C. Tells High Frequency Trading Firm Athena “Not So Fast!”

On Oct 16, 2014 the Securities and Exchange Commission (“SEC”) settled with Athena Capital Research (“Athena”) over their High Frequency Trading (“HFT”) system, known as “Gravy,” that defrauded the Nasdaq. Athena carried out a series of “marking the close” orders in an attempt to illegally alter the prices of “tens of thousands” of publicly traded securities.

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POSTED IN Broker-Dealer, Corporate Law, SEC Investigations, Securities Regulation

New: Turnaround: Reflections on The Present Day Influence Of Negotiations on International Bankruptcy at the Fifth Session Of the Hague Conference On Private International Law in 1925

In 1925, the British government sent a delegation to the Fifth Session of the Hague Conference on Private International Law. The Hague Conference had met sporadically since 1893,1 but this was the first time the British government sent a delegation to The Hague to discuss the possibility of a diplomatic convention to reach international agreement on uniform rules on what continental Europeans called “private international law” — matters of jurisdiction, applicable law and procedure.

The British delegation held limited authority from the Home Office: it could participate only in deliberations on a possible convention on bankruptcy law, and then only along the instructions provided to it. Given these narrow directions, it is perhaps not surprising that the British delegation left the 1925 conference before it ended and without agreement on a bankruptcy convention. It is, however, surprising today to realize that conversations about conflicts of law rules in international bankruptcies …

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POSTED IN Faculty Research

New: Contracts and Private Law in the Emerging Ecology of International Lawmaking

The creation of global markets rarely proceeds without the creation of institutions to enable and set parameters around global market actors, whether multinational companies, seafaring carriers, international banks or other private global investors. And yet little is known about the institutional matrix of lawmaking organizations on which markets depend. What is known about the proliferation of international institutions to rationalize the legal framework for global trade has prompted socio-legal scholars to question whether this accumulation of organizations creates legal fragmentation (Koskenniemi 2002), complexity (Alter; Kennedy), harmonization or subversion (Schaffer and Pollack 2010; Mallard 2014), the institutionalization of transnational legal orders (Halliday & Shaffer 2015a; Block-Lieb & Halliday 2015), or contestations among their proponents (Halliday & Shaffer 2015b).

This paper provides the long view of a complex of international lawmaking organizations that emerged …

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POSTED IN Faculty Research

New: The Microeconomics and Macropolitics of Systemic Financial Crisis: Bankruptcy as a Point of Reference

There have been two major systemic financial crises during the past 15 years, one regionally focused (the Latin American and Asian Financial Crises), the other more global in its reach (the current Global Financial Crisis). Both crises resulted in broad proposals emanating from the G-22 or G-20 to revise the global financial architecture and reform financial and commercial laws. That the G-20 shifted its focus from corporations to consumers should come as no surprise given the origins of the current Global Financial Crisis in the US subprime mortgage crisis, which was itself widely viewed as a failure of consumer protection. More surprising, however, has been the G-20’s failure to include insolvency law reform, whether corporate or consumer, in its sights. This chapter explores the possible reasons for and consequences of this failure.

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POSTED IN Faculty Research

Life After Law School: A Look Inside Lockheed Martin

For Fordham’s last Business Practitioners Series program on “Life After Law School: A Look Inside Lockheed Martin,” held on Tuesday, November 18th, the Corporate Law Center invited Maryanne R. Lavan. Maryanne R. Lavan is the Senior Vice President, General Counsel and Corporate Secretary for Lockheed Martin Corporation, a global leader in the design, development, manufacturing and support of military aircrafts. She is responsible for managing Lockheed Martin’s legal affairs by serving as counsel to the company’s senior leadership and board of directors.

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POSTED IN BLPS, Comparative Law, Corporate Law, Lectures Series

Taking the Leap . . . from Corporate Law to Fashion/Tech Startup: Rank & Style

On October 28th, Fordham University School of Law hosted the latest event in its Business Law Practitioner Series titled “Taking the Leap . . . from Corporate Law to Fashion/ Tech Startup.” The speaker of the event was Sonal Gupta, the Co-founder and Chief Operating Officer of Rank & Style, an online company designed to revolutionize how consumers shop for fashion and beauty products. Ms. Gupta first spoke about her career in law and then discussed her transition into the startup world.

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POSTED IN BLPS, Corporate Law, Fordham Corporate Law Center, Small Businesses, Startups

REVISION: The Artificial Collective-Action Problem in Lawsuits Against Insured Defendants

When negotiating to settle tort suits, defendants and their liability insurers often face a collective-action problem. The problem arises when the trial outcome is uncertain and the potential damages exceed the insurance policy limit. Settling such a lawsuit replaces an uncertain potential damages award with a smaller, certain settlement payment. As a result, settlement causes a larger proportion of the overall liability to fall within the policy limit and hence be the insurer’s responsibility. To prevent this liability shift, the insurer might reject some settlement demands that an uninsured defendant would have accepted, forcing unnecessary trials. To solve this problem, courts (and some insurance policies) place settlement duties on insurers. But lawsuits to enforce these duties generate litigation costs, and judicial errors can encourage settlements that overcompensate plaintiffs. An alternative solution would be to change the settlement approach. Currently, parties negotiate …

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POSTED IN Faculty Research

REVISION: Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce

In this chapter we analyze ancient Rome’s law of business entities from the perspective of asset partitioning, by which we mean the delimiting of creditor collection rights based on the distinction between business assets and personal assets. Asset partitioning, which is an essential legal attribute of modern business forms such as the partnership and the business corporation, reduces borrowing costs by simplifying credit-risk assessment and expediting insolvency proceedings. We find that ancient Roman business arrangements, such as the societas (very loosely, “partnership”) and the slave-run business endowed by the slaveowner with a peculium (a sum of capital), did not give business creditors the first claim to business assets, making these forms of organization non-entities according to the criterion of asset partitioning. It appears that the only true legal entity used to form profit-seeking firms was the societas publicanorum, which roughly resembled the modern limited …

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POSTED IN Faculty Research

REVISION: Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce

In this chapter we analyze ancient Rome’s law of business entities from the perspective of asset partitioning, by which we mean the delimiting of creditor collection rights based on the distinction between business assets and personal assets. Asset partitioning, which is an essential legal attribute of modern business forms such as the partnership and the business corporation, reduces borrowing costs by simplifying credit-risk assessment and expediting insolvency proceedings. We find that ancient Roman business arrangements, such as the societas (very loosely, “partnership”) and the slave-run business endowed by the slaveowner with a peculium (a sum of capital), did not give business creditors the first claim to business assets, making these forms of organization non-entities according to the criterion of asset partitioning. It appears that the only true legal entity used to form profit-seeking firms was the societas publicanorum, which roughly resembled the modern limited …

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POSTED IN Faculty Research

New: Contra Proferentem and the Role of the Jury in Contract Interpretation

Revisiting Bill Whitford’s work on the role of the jury in contract interpretation and his work on consumer form contracting inspired us to take a careful look at a doctrine of contract interpretation that is usually thought to help consumers in interpretive battles with those who draft their contracts unilaterally. But we found that contra proferentem — the canon that requires construing or interpreting a contract against the drafter when ambiguities arise — is more confusing than we expected. What we have done here is lay out some of the complexities of the doctrine, focusing on its broader application outside insurance law, its exceptions and limitations, the difficulty of knowing whether it is a rule for the judge or the jury to apply, the various forms the rule can take, and the difficulty of knowing whether it is a default or mandatory rule. We hope laying out these complexities here helps courts and commentators in the future achieve more consistency and nuance in their …

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POSTED IN Faculty Research

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