Securities Regulation
New Accredited Crowdfunding Platforms
The new registration exemption in connection with Rule 506 offerings and crowdfunding portals significantly expand the scope of activity that non-broker-dealer registered entities may conduct. Section 201(c) of the JOBS Act provides that in connection with securities offered and sold in compliance with Rule 506 of Regulation D certain intermediary parties will not be subject [...]
The JOBS Act Turns One-Year-Old and It’s Clear that this Ill-Conceived “IPO On-Ramp” Needs an Off-Ramp
In the wake of a sweeping financial crisis that crippled U.S. capital markets and left millions of Americans out of work, Congress passed the Jumpstart Our Business Startups Act in 2012 to revitalize the economy. Commonly known as the “JOBS Act,” the statute was intended to create jobs for Americans by improving access to public [...]
SEC Proposes Rules to Improve Systems Compliance and Integrity
On March 7, 2013 the SEC proposed Regulation Systems Compliance and Integrity (“Regulation SCI”) rules designed to minimize the impact of technological errors on markets and investors. Regulation SCI requires certain key market participants to replace current voluntary compliance programs surrounding their technological systems with enforceable policies and procedures. With this new rule, the SEC [...]
Gabelli v. SEC: Application of the Fraud “Discovery” Rule and other Implications for Civil Enforcement Actions Moving Forward
In 1805, it would have been “utterly repugnant to the genius of our laws” to provide the government with impunity from statute of limitations restrictions for a penalty action, and now, two hundred years later, the United States Supreme Court has reiterated that maxim. Statutes of limitations have long been an integral aspect of the [...]
Apple’s Loss, Shareholders’ Gain? Easing the Standard of Review for Preliminary Injunctions
David Einhorn, hedge fund manager and founder of Greenlight Capital, which holds approximately $ 1.3 million shares of Apple, has garnered substantial media attention for advocating that Apple should reduce its cash reserves. Einhorn wants Apple to issue preferred stock to shareholders called “iPrefs” which would issue a quarterly dividend. In this year’s proxy statement, [...]
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POSTED IN Corporate Law, Litigation, Securities Regulation
POSTED IN Corporate Law, Litigation, Securities Regulation
The SEC’s Case Against Mark Cuban Heads to Trial
(Editor’s note: The following post comes to us from Todd Cosenza, partner at Willkie, Farr & Gallagher LLP. The post is a client memorandum authored by Mr. Cosenza, Tariq Mundiya and Norman P. Ostrove. The full article is available here.) Yesterday, in S.E.C. v. Cuban, No. 08-CV-2050, 2013 WL 791405 (N.D. Tex. March 5, 2013), [...]
Opportunistic Informants? A Look at some of Dodd-Frank’s Whistleblower Provisions
It seems that we are locked in some kind of cycle. Every few years there is a corporate scandal, followed by some public castigation of the offending parties, some new legislation to make sure that it never happens, and then it all fades from the public eye—until it happens all over again. Around the turn [...]
Supreme Court Further Clarifies Class Certification Standards for Securities Fraud Actions
Editor’s note: This piece comes to us from Todd Cosenza, partner at Willkie Farr & Gallagher LLP. The piece is a client memorandum authored by Mr. Cosenza, Antonio Yanez, Jr. and Norman P. Ostrove that covers the Supreme Court’s recent decision in Amgen v. Connecticut Retirement Plans & Trust Funds, which further clarifies class certification [...]
Featured Scholarship on the Future of EU Financial Regulation
On February 11, 2013, The Fordham Corporate Law Center and the Fordham Journal of Corporate & Financial Law, in conjunction with the Max-Planck-Institute Luxembourg for International, European and Regulatory Procedural Law, held a symposium on global financial regulation. For more scholarship on the future of EU financial regulation, please see this article from the Oxford Journal of Legal [...]
Battle over Herbalife Should Raise Concerns about the Influence of Short Sellers
William Ackman is so sure that Herbalife is a fraudulent company that he is literally willing to bet a billion dollars on it, and in December 2012, that is just what he did. Herbalife, a 30 year old food retailer of weight management shakes and supplements, is estimated to be worth billions and is openly [...]
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