To Not Admit or To Not Deny, That is the Question: Accountability and the Proposed Citigroup Settlement
What does it mean to neither admit nor deny allegations? In one of the financial industry’s most recent magic tricks, banks have figured out how to buy “innocence” from the Securities Exchange Commission through settlement. On Wednesday, November 9th, 2011, Southern District of New York Judge Jed S. Rakoff held an hour long hearing to [...]
Progress Made in Subprime Litigation
It is hard to open a newspaper or watch a news program without coming across some reference to the ongoing Occupy Wall Street protests at Zucotti Park. Every Occupier seems to have an opinion, and everyone seems to have an opinion on the Occupiers — be it to support or to criticize. This is unfortunate, [...]
Do SEC Settlements Prospectively Change Conduct?
Over the past few years, Judge Jed Rakoff, Federal District Court Judge for the Southern District of New York has been a champion against big banks and the Securities and Exchange Commission (SEC). Most recently, Citigroup and SEC lawyers have been called to court on November 9, 2011 to defend the terms of their $285 [...]
Changes to SEC Registration Requirements for Private Investment Advisers
Most investment advisers – essentially anyone that advises on investing in, purchasing, or selling securities for compensation – are required to register with the SEC and provide information about their trades and portfolios. In the past, investment advisers that had fewer than fifteen clients and acted in a private capacity were not required to register. [...]
Olympus: Business Decisions or Misconduct?
Poor decisions by high ranking company officials and board members have been the center of recent headlines. Decades of hidden investments by Olympus Corp. were uncovered by recently ousted Chief Executive Michael Woodford. Dating back to the 1990s, Olympus executives failed to disclose investment losses and then, between 2006 and 2008, tried to clean up [...]
News of the World Compensation Plan: Attempts to Right an Incomprehensible Wrong
The world was rocked when it was announced in July that the News of the World was being shut down in light of cell phone hacking revelations. The aforementioned paper was 168 years old and sold approximately 3 million copies per week. The Sunday tabloid frequently targeted celebrities, the royal family and world leaders in [...]
“Don’t Think Twice It’s All Right”: How Credit Default Swaps Continue Destabilizing Financial Markets
The credit default swap market continues to pose systemic risks to financial market participants. Over the past few weeks, these concerns have received attention in the financial press. Fearing the consequences of a potential Greek national debt default, protection buyers are seeking better capitalized counterparties willing to novate – or assume – protection sellers’ obligations. [...]
POSTED IN Corporate Law, Securities Regulation
BLPS – Rory Cutaia ’85
On October 18, 2011, Fordham welcomed Rory Cutaia, Executive Director of Corinthian Capital, back to campus. Mr. Cutaia gave a thought-provoking lecture on his vision of law school as a training ground for entrepreneurs, and more broadly, about how despite the tenuous economic climate we are faced with, entrepreneurs have an opportunity like never before [...]
The 1% and Classical Minority Rights: A Reflection on Zuccotti Park
I finally paid a visit to Zuccotti Park last week to check out the Occupy Wall Street demonstrations out of a feeling of obligation as much as anything. It wasn’t that I had a strong affinity for, or opposition to, the positions being advocated. It was, so much as the conviction that if people were [...]
Groupon’s IPO: Much Anticipated Success or Future Failure?
Groupon, which sells discount coupons for local businesses and then takes a cut of the proceeds for brokering deals, is going public. To be sure, the market is huge and booming – rapidly growing into a multibillion-dollar industry. But, is Groupon the likely winner in an industry characterized by intense competition from the likes of [...]
Featured Video
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Eugene P. and Delia S. Murphy Conference on Corporate Law
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Representation Without Accountability?
- Business Law Practitioners Series – Fall 2011
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The Philosophy and Practice of Disclosure
- BLPS – Rory Cutaia ’85
- The Looming Problems of The Bureau of Consumer Financial Protection
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Financial Reform Legislation: There Ought To Be A Law, But Is This It?
Highlights From Volume 18 Book I
THE BEHAVIORAL PARADOX: WHY INVESTOR IRRATIONALITY CALLS FOR LIGHTER AND SIMPLER FINANCIAL REGULATION
It is widely believed that behavioral economics justifies more intrusive regulation of financial markets, because people are not fully rational and need to be protected from their quirks. This Article challenges that belief. Firstly, insofar as people can be helped to make better choices, that goal can usually be achieved through light-touch regulations. Secondly, faulty [...]
DEMANDING SUBSTANCE OR FORM? THE SEC’S PLAIN ENGLISH HANDBOOK AS A BASIS FOR SECURITIES VIOLATIONS
In 1998, the United States Securities and Exchange Commission (“SEC” or “Commission”) released a style manual titled “The Plain English Handbook.” The culmination of a drive by its Chairman, Arthur Levitt, the Handbook drew upon the rules of grammar, best industry practice, and even the support of billionaire Warren Buffett in calling for a layman’s [...]
FULL OF HOT AIR? EVALUATING THE AIRGAS COURT’S RESERVATIONS ABOUT SHAREHOLDERS’ SHORT-TERM AND LONGTERM INTERESTS IN TAKEOVERS
This Note explores the incentives and preferences of shareholders in takeovers. This analysis is conducted in the context of the Delaware Chancery Court’s February 2011 decision in Air Products & Chemicals v. Airgas. In that case, the court’s decision largely turned on whether certain short-term and long-term shareholders have different preferences and incentives in takeovers. [...]
News & Events
- Can Woman Have It All? A Live Webcast with Anne-Marie Slaughter (4/24/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- International In-House Counsel Breakfast Forum Series for Students (4/18/2013)
- Business Law Practitioners Series for students (4/16/2013)
- Fordham Corporate Center