Securities Law

Regulating the Sale of Stock Exchange Market Data to High-Frequency Traders

Jerry W. Markham

Abstract In 2014, author Michael Lewis published a bestselling book titled Flash Boys: A Wall Street Revolt, in which he argued that “high frequency traders” have been able to gain an unfair advantage in the stock market, in part because stock exchanges and “dark pools”—alternative venues for trading stocks—have enabled those traders to obtain and […]

Selective Disclosure and Insider Trading

Written by: Michael D. Guttentag

Abstract Determining when the selective disclosure of material nonpublic information should trigger insider trading liability is a deeply problematic aspect of insider trading doctrine. The current rule is that a selective disclosure can only trigger insider trading liability if “the insider [making the selective disclosure] personally will benefit, directly or indirectly, from his disclosure.” Dirks […]

Peter R. Reilly, Incentivizing Corporate America to Eradicate Transnational Bribery Worldwide: Federal Transparency and Voluntary Disclosure Under the Foreign Corrupt Practices Act

Abstract In 1977, the U.S. Securities and Exchange Commission (SEC) discovered that hundreds of U.S. companies had spent hundreds of millions of dollars in bribes to improve business overseas. In response, Congress passed the Foreign Corrupt Practices Act (FCPA), thereby making it illegal to bribe foreign officials to obtain a business advantage. A major tension […]

Johannes W. Fedderke & Marco Ventoruzzo,Do Conservative Justices Favor Wall Street? Ideology and the Supreme Court's Securities Regulation Decisions

The appointment of Supreme Court justices is a politically-charged process and the “ideology” (or “judicial philosophy”) of the nominees is perceived as playing a potentially relevant role in their future decision making. It is fairly easy to intuit that ideology somehow enters the analysis with respect to politically divisive issues such as abortion and procreative […]

Onnig H. Dombalagian, Principles for Publicness

What duties does a “public” company owe investors, markets, and society? In recent years, Congress has both strengthened and diluted the federal disclosure and corporate governance regime that applies to public companies in the United States. However, it has never articulated a framework for what it means to be “public,” and how the obligations of […]

Amanda M. Rose & Larry J. LeBlanc, Policing Public Companies: an Empirical Examination of the Enforcement Landscape and the Role Played by State Securities Regulators

Multiple different securities law enforcers can pursue U.S. public companies for the same misconduct. These enforcers include a variety of federal agencies, class action attorneys, and derivative litigation attorneys, as well as fifty separate state regulators. Scholars and policy makers have increasingly questioned whether the benefits of this multienforcer approach are worth the costs, or […]