http://papers.ssrn.com/sol3/JELJOUR_Results.cfm?form_name=journalBrowse&journal_id=1517590 LSN: Securities Law: U.S. (Topic) SSRN content as of May 21, 2013 en-us {ts '2013-05-22 00:42:23'} SSRN RSS Generator 1.0 editor@ssrn.com webmaster@ssrn.com http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2234830 Robert H. Sitkoff
Total New Downloads: 340 :: This paper considers how agency fiduciary law might be applied to a financial advisor with discretionary trading authority over a client's account. It (i) surveys the agency problem to which the fiduciary obligation is directed; (ii) examines the legal context by considering how the fiduciary obligation undertakes to mitigate this problem; and (iii) examines several potential applications of agency fiduciary law to financial advisors, including principal trades and the role of informed consent ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2234830 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2236592 Victor Fleischer, Nancy Christine Staudt
Total New Downloads: 310 :: A new innovation on the IPO landscape has emerged in the last two decades, allowing owner-founders to extract billions of dollars from newly-public companies. These IPOs — labeled supercharged IPOs — have been the subject of widespread debate and controversy: lawyers, financial experts, journalists, and Members of Congress have all weighed in on the topic. Some have argued that supercharged IPOs are a “brilliant, just brilliant,” while others have argued they are “underhanded” and ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2236592 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2239132 Mark J. Roe
Total New Downloads: 274 :: A long-held view in corporate circles has been that furious rapid trading in stock markets has been increasing in recent decades, justifying corporate governance and corporate law measures, such as development and application of judicial doctrine, that would further shield managers and boards from shareholder influence, so that boards and managers are freer to pursue sensible long-term strategies in their investment and management policies. Here, I evaluate the evidence in favor of that view ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2239132 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2256047 Gabriel D. Rosenberg, Jai Ruhi Massari
Total New Downloads: 270 :: Recently, significant market and regulatory attention (as well as a federal lawsuit) have focused on a new trend known as “futurization” — the recasting of economic arrangements previously transacted as swaps to trade as futures. This trend results from new regulations governing swap markets under the Dodd-Frank Act, which increase the cost of transacting in swaps. In this Article, we examine futurization by applying a simple economic model, derived from well-known and well-understood ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2256047 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2263353 Mercer Bullard
Total New Downloads: 161 :: Regulatory reforms have recently improved 401(k) plan participation rates, but recent decisions by certain courts threaten to reverse that trend. These courts have substituted their free market ideology for fiduciary duties under ERISA in dismissing claims against plan sponsors on the ground that the menu offered was so large as to abrogate the sponsors’ ERISA duties. Under the “large menu defense,” courts have held that, even assuming a failure to exercise due care in selecting plan options, ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2263353 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2240468 John D. Morley
Total New Downloads: 150 :: This paper suggests a basic shift in the way we think about investment funds. The essence of these funds and their regulation lies not just in the nature of their investments, as is widely supposed, but also and more importantly in the nature of their organization. All types of investment funds — including hedge funds, private equity funds, venture capital funds, mutual funds, exchange-traded funds and closed-end funds — adopt a structure that I term “the separation of investments and ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2240468 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2238624 Daniel H. Jeng
Total New Downloads: 124 :: With great fanfare, the Jumpstart Our Business Startups Act, popularly known as the "JOBS Act", passed through Congress and, on April 15, 2012, earned President Obama's approval. This paper offers a review of the Act, delving into its historical background, purpose, and important titles. Title II amends Rule 506 of Regulation D to lift the prohibition of general solicitation and general advertising. Title III enables "equity crowdfunding", a novel and controversial fundraising method. These two ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2238624 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2258083 Lucian A. Bebchuk, Alon P. Brav, Robert J. Jackson, Wei Jiang
Total New Downloads: 112 :: The SEC is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a 5% or greater stake in public companies. In this Article, we provide the first systematic empirical evidence on these disclosures and find that several of the petition’s factual premises are not consistent with the evidence. Our analysis is based on about 2,000 filings by ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2258083 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2246486 James Grimmelmann
Total New Downloads: 106 :: Academic and regulatory debates about Google are dominated by two opposing theories of what search engines are and how law should treat them. Some describe search engines as passive, neutral conduits for websites’ speech; others describe them as active, opinionated editors: speakers in their own right. The conduit and editor theories give dramatically different policy prescriptions in areas ranging from antitrust to copyright. But they both systematically discount search users’ agency, ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2246486 http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2238674 Preeti Choudhary, Jason D. Schloetzer, Jason Sturgess
Total New Downloads: 88 :: We survey the empirical literature on the determinants of firms’ compliance with mandatory SEC disclosure rules. We begin with a discussion of the role of boards of directors, public accounting firms, and corporate attorneys in the preparation and review of mandatory disclosures. We then organize current research into three broad types of variation in compliance: completeness, timeliness, and readability. Our review highlights three interesting areas for future research: (1) studies that ...]]> http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2238674