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William D. Roth: In response to a 2011 Supreme Court ruling that restricted the use of Section 10(b) of the 1934 Act as a cause of action for fraud, SEC Chair Mary Jo White expressed in 2014 her agency's intent to use Section 20(b) to litigate cases where Section 10(b) would no longer be viable. This Article assesses whether Section 20(b) can be an effective litigation tool for the SEC and private plaintiffs by dissecting the provision's function and purpose, and by delving into its relevant legal doctrinal questions.
The Sarbanes Oxley Privilege For Public Company Accounting Oversight Board Materials: Its Implications For SEC Enforcement Proceedings
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Download PDF Andrew J. Morris* I. Introduction In 2002, a wave of high-profile accounting scandals led Congress to pass the Sarbanes-Oxley Act—“SOX.” In SOX, Congress created the Public Company Acc...
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This Article will focus on Titles II and VII of the Dodd-Frank Act in order to examine how transacting in derivatives has changed in the aftermath of this legislation and to assess how the bankruptcy of a systemically important financial institution engaged in derivative transactions will be approached.
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The Jumpstart Our Business Startups (JOBS) Act creates a new “crowdfunding exemption” that will allow companies to raise up to $1 million every twelve months by selling their stock (or other unregistered securities) to both accredited and unaccredited investors, provided that the sales are made through registered intermediaries. This article summarizes why the crowdfunding exemption is important, explains how its expected costs are problematic, and proposes ways to mitigate those costs without sacrificing investor protection.
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James Schwartz: The regulation of the swaps market, in which transactions between counterparties in wide-ranging jurisdictions have long been routine, requires international coordination and cooperation. If this were lacking, the consequences could include regulatory arbitrage, outsized compliance costs for, or incomplete compliance by, market participants, the fracturing of liquidity among different jurisdictions, and perhaps even political tensions.
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Russell G. Ryan: The SEC commonly describes disgorgement as an equitable remedy, and courts similarly begin their disgorgement analyses by assuming as axiomatic the equitable nature of disgorgement. But what if that premise is wrong? What if disgorgement is an equitable remedy only some of the time? What if in many cases it is actually a remedy at law, or even a punitive remedy? And what if in some cases the very label of disgorgement is a misnomer?
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Usha Rodrigues: The JOBS Act’s IPO on-ramp was intended to ease regular companies’ path to going public; instead, it has inadvertently made it easier for the average investor to get a taste of private equity...
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Chester S. Spatt: While our financial system is itself very complex, our financial regulators would benefit in many cases by designing simple and robust approaches…
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David N. Feldman: Blockbuster Entertainment, Occidental Petroleum, Turner Broadcasting, Tandy Corp. (Radio Shack), Texas Instruments, Jamba Juice, and Berkshire Hathaway are just a few well-known companies that went public through a "reverse merger."
Proposed SEC Rules Could Limit Carried Interest and Incentive Compensation Paid by Private Equity Firms
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Elizabeth Pagel Serebransky, Michael P. Harrell, Jonathan F. Lewis and Charity Brunson Wyatt: While private equity professionals have been keenly aware in recent years of proposed changes to the U.S. tax code...
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J. Robert Brown, Jr.: The Dodd-Frank Act sought to correct some of the abuses believed to have contributed to the financial crisis of 2008-2009. Executive compensation was one of them...