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- Benefit Corporations Expand but not Without Criticism (Part Two)
- "Spending Time with Family" and the Antifraud Provisions
- 2012 New England Securities Conference: SEC Chairman Mary L. Schapiro Discusses Evolution of SEC Enforcement Program, Calls on Congress to Provide SEC with Enhanced Power to Impose Monetary Penalties on Violators of Securities Laws
- 3 Interesting SSRN Papers From the Past Month
- 35 Years of the FCPA
- A Brief Comment on Greenfield’s Stakeholder Strategy
- A Change to Neither Admit nor Deny
- A Delaware Update
- A Race to the Bottom?
- A Test Case for Shaming As Sanction?
- AALS Section Transactional Law and Skills Call for Posters
- Abrams v. Wainscott: Derivative Action Dismissed
- Absolute Activist Value Master Fund Ltd. v. Ficeto: Defining “Domestic” Security
- Acquisition Blunders and Board Liability
- Americas Mining Corp. v. Theriault: Delaware Supreme Court Upholds Court of Chancery’s Award for $2 Billion in Damages and $304 Million in Attorneys’ Fees
- Amicus Briefs Filed in Conflicts Minerals Case Provide Multiple Arguments Against the Rule
- An Expanded Role in Governance for the SEC: Iran Threat Reduction and Syria Human Rights Act
- Another Crisis, Another Prophetic Woman Ignored
- Another Say on Pay Suit Dismissed: Swanson v. Weil
- Auto. Indus. Pension Trust Fund v. Textron Inc.: Pleading Fails To Meet the Scienter Element Under Heightened PSLRA Standards
- BP Settlement of Criminal Charges
- Banyan Inv. Co. v. Evans: Court Allows Member of an LLC to Bring Direct Claims Against Other Members
- Barbara Roper and the Tonto for the Investor Community
- Barker v. UBS AG: Motion for Summary Judgment Denied
- Barry, Hatfield & Kominers on Derivatives Markets and Social Welfare
- Belmont v. MB Inv. Partners: Defendants not Liable for Employee’s Ponzi Scheme
- Benefit Corporations Expand but not Without Criticism (Part 1)
- Bennett v. Sprint Nextel: Court Expands “Privileged” Information Subject to PCAOB Inspection
- Bill Moyers on “The United States of ALEC”
- Black on Behavioral Economics, Reasonable Investors & Efficient Markets
- Blair on Corporate Law and the Team Production Problem
- Board Diversity, Facebook, and the Dearth of Women in the Boardroom
- BofA, Merrill Lynch and the Financial Crisis of 2008
- BofA, the Securities Settlement and the Financial Crisis
- Bratton and Levitin on the Role of Special Purpose Entities in Financial Scandals
- Brummer on International Financial Regulation
- Business Law Blogs and the ABA Top 100: The Results
- Cagle v. Mathers Family Trust: Forum Selection Clauses in Investment Contracts
- Call-for-Papers: National Business Law Scholars Conference
- Can you be against corporate social responsibility but in favor of unbridled corporate political speech?
- Caps on the Size of Big Banks: Another Voice Weighs In
- Cement Masons & Plasterers Joint Pension Trust v. Equinix, Inc.: A Sudden Decrease in Stock Price Alone Does Not Equal Securities Violations
- Central States Law Schools Association 2012 Scholarship Conference
- Chairman Schapiro, the JOBS Act and the Legacy of Notice and Comment
- Charles A. Murray on Making Poker Mandatory
- Citibank and Say on Pay: A Metaphysical Analysis
- Citizens United and the Political Process
- Citizens United and the SEC (Part 1)
- Citizens United and the SEC (Part 2)
- Citizens United and the SEC (Part 3)
- Citizens United is about speech AND corporations
- Commissioner Aguilar, Investor Protection and Dynamic Capital Markets
- Compensation and the Consequences of Preemption
- Concession Theory and Listeners’ Rights
- Concession Theory and the Doctrine of Unconstitutional Conditions
- Congratulations to the 2012-2013 Race to the Bottom Executive Board!
- Consents and "A Great Potential for Mischief"
- Continued Erosion of the Blasius Standard: Keyser v. Curtis (Part 1)
- Continued Erosion of the Blasius Standard: Keyser v. Curtis (Part 2)
- Copeland v. Lane: It’s Better to Sue the Board Today and Not Tomorrow
- Corporate Gender Inequality, the Meritocracy Fiction, and Other Related Points
- Corporate Governance and the Courts
- Corporate Governance and the Problem of Executive Compensation: A Final Word
- Corporate Governance and the Problem of Executive Compensation: Federalization and the Shift in Compensation Norms
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (The Proposed Reforms)
- Corporate Governance and the Problem of Executive Compensation: The Role of the SEC (Compensation Consultants and Director Compensation) (Part 6)
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (Lessons for the United States)
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (Lessons from the Report of the High Pay Commission)
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (Pay Ratios)
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (Public Pressure for Reform)
- Corporate Governance and the Problem of Executive Compensation: The International Response to the Compensation Problem (The High Pay Commission)
- Corporate Governance and the Problem of Executive Compensation: The Role of Say on Pay
- Corporate Governance and the Problem of Executive Compensation: The Source of the Problem and the Consequences (Part 1)
- Corporate Governance and the Problem of Executive Compensation: The Source of the Problem and the Consequences (Part 2)
- Corporate Governance, Rule 10C-1, and the SEC: Board Diversity and the NYSE (Part 6)
- Corporate Governance, Rule 10C-1, and the SEC: Conclusion (Part 9)
- Corporate Governance, Rule 10C-1, and the SEC: Introduction (Part 1)
- Corporate Governance, Rule 10C-1, and the SEC: Nasdaq and Charters for Compensation Committees (Part 3)
- Corporate Governance, Rule 10C-1, and the SEC: Nasdaq and the Need for Compensation Committees (Part 2)
- Corporate Governance, Rule 10C-1, and the SEC: The NYSE, Director Independence, and Personal Relationships (Part 7A)
- Corporate Governance, Rule 10C-1, and the SEC: The NYSE, Director Independence, and the Need to Consider Personal Relationships (Part 7B)
- Corporate Governance, Rule 10C-1, and the SEC: Nasdaq and the Non-Independent Compensation Committee (Part 5)
- Corporate Governance, Rule 10C-1, and the SEC: The Adopting Release Reverse (Part 4)
- Corporate Governance, Rule 10C-1, and the SEC: The NYSE, Director Independence, and the Need to Consider Directors Fees (Part 8)
- Corporate Governance, the DC Circuit, and Four Open Slots
- Corporate Governance, the Role of Disclosure and the Myth of Majority Vote Provisions
- Corporate Governance: The Textbook
- Council of Institutional Investors Recommends Changes to Rule 10b5-1
- Couture on Opinions Actionable as Securities Fraud
- Crowdfunding and the JOBS Act: An Update
- Dari-Mattiacci, Gelderblom, Jonker & Perotti on “The Emergence of the Corporate Form”
- David Cay Johnston on “How to avoid a securities class action”
- Davidoff & Hill on the Limits of Disclosure
- Deborah G. Mallow IRA SEP Investment Plan v. McClendon: Failure to Disclose is not Irreparable Injury
- Delaware Courts and the "Protection" of Investors
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (Introduction) (Part 1)
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (The Alleged Conflicts) (Part 3)
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (The Facts As Alleged) (Part 2)
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (Injunctive Relief)(Part 5)
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (The Broader Significance of the Decision)(Part 6)
- Delaware Courts and the Weakening of the Duty of Loyalty: In re El Paso Corp. Securities Litigation (The Damage Alternative) (Part 4)
- Delaware Law, Voidable Transactions, and the Implications for the Duty of Loyalty: SPTA v. Volgenau
- Delaware's Top Five Worst Shareholder Decisions for 2011 (#1: The Continuing Concern over the Lack of Diversity on the Delaware Courts)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (#2: In re Goldman)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (#3: Espinoza v. HP)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (#4: The Poison Pill Cases: Airgas and Yucaipa)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (#5: In re Massey Energy)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (Conclusion)
- Delaware's Top Five Worst Shareholder Decisions for 2011 (Introduction)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (#1: The Lack of Diversity on the Delaware Courts)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (#2: Zucker v. Andreessen & Seinfeld v. Slager)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (#3: Central Laborers Pension Fund v. News Corp.)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (#4: Americas Mining Corp. v. Theriault)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (#5: Keyser v. Curtis)
- Delaware's Top Five Worst Shareholder Decisions for 2012 (Introduction)
- Delaware's Top Five Worst Shareholder Decisisions for 2012: A Recap
- Delaware, Business Regulation, and the Financial Benefits
- Delaware, Confidential Arbitration and the Risk to Investors (Part 2)
- Delaware, Confidential Arbitration and the Risk to Investors (Part 3)
- Delaware, Confidential Arbitration and the Risk to Investors (Part 4)
- Delaware, Confidential Arbitration and the Risks to Investors (Part 1)
- Delaware, Director Independence, and Personal Relationships
- Delaware, Equitable Authority, and the Removal of Directors
- Delaware, Executive Compensation, and Additional Federal Preemption: A Strategy for Preventing An Inevitability
- Delgado v. Ctr. on Children, Inc: Notes as Securities under State and Federal Law
- Dennis v. Hart: Say on Pay and the Appropriate Forum for Resolving Fiduciary Duty Issues
- Dennis v. Hart: “Say-on-Pay” Not a Federal Issue
- Director "Independence" and the Role (or Non-Role) of Fees: $700,000 in Fees Does not Raise Reasonable Doubt about Director Independence
- Director Compensation and Director Independence: Average Compensation at the Big Banks
- Director Independence, the Stock Exchanges, and the Role of the SEC (Part 1)
- Director Independence, the Stock Exchanges, and the Role of the SEC (Part 2)
- Director's Compensation Project: Coach, Inc.
- Director's Compensation Project: Cracker Barrel Old Country Store, Inc.
- Director's Compensation Project: FedEx Corp.
- Director's Compensation Project: General Mills Inc.
- Director's Compensation Project: Motorola Mobility Holdings Inc.
- Director's Compensation Project: Ruby Tuesday Holdings Inc.
- Director's Compensation Project: United Technologies Corp.
- Director-Primacy and Team-Production as Real Entity Theories
- Director’s Compensation Project: News Corp.
- Director’s Compensation Project: Oracle
- Director’s Compensation Project: Proctor and Gamble
- Director’s Compensation Project: Symantec
- Disclosure of the Personal Use of Aircraft by Officers and Directors: The SEC and Fiduciary Obligations
- Diversity and Judicial Law Clerks
- Diversity and the Growing Disparity Between Federal and Delaware Courts
- Diversity in the Boardroom; Diversity at the SEC
- Diversity, Italy and the Dearth of Women in the Boardroom
- Dixon v. Ladish: Wisconsin’s Waiver of Liability Provision Triumphs
- Does JP Morgan's $2 Billion Loss Implicate Board Oversight?
- Does JP Morgan's $[2] Billion Loss Implicate Board Oversight? (Part 2)
- Does Poker Staking Constitute a Securities Transaction?
- Donelson and Yust on Litigation Risk and Agency Costs
- Dusting Off the Ultra Vires Doctrine to Rein in Corporate Violations of International Law
- EMAK Worldwide, Inc. v. Kurz: Attorneys Receive $2.5 Million Award for Providing Benefits to a Delaware Corporation
- Exchange Act Release No. 68640: SEC Approves Changes to NASDAQ Compensation Committee Rules
- Executive Compensation and the Highest Paid CEOs
- Executive Director of the Lowell Milken Institute for Business Law and Policy at UCLA School of Law
- Facebook, Instagram and the Non-Role for the Board of Directors
- Facilitating IPOs
- Faculty Law Blogs and Referrals
- Federal Housing Finance Agency v. The Royal Bank of Scotland: The Private Securities Litigation Reform Act is not Applicable to the Federal Housing Finance Agency
- Federal Securities Regulation: Are We Moving Toward Merit Review?
- Federal Securities Regulation: Are We Moving Toward Merit Review? (Part 2)
- Finding the Latest "Hot" Corporate and Securities Law Scholarship
- Finn v. Smith Barney: 10(b) Market Manipulation Suit Dismissed for Lack of Reliance
- Fox & Wolf on Protecting Director Compensation Plans From Entire Fairness Review
- Freedman v. Adams: The Business Judgment Rule Wins Again
- Freeman Investments L.P. v. Pacific Life Insurance Co.: SLUSA Precludes Class Actions for Breach of a Variable Universal Life Insurance Contract
- Further Developments on the Benefit Corporation Front (Part 1)
- Further Developments on the Benefit Corporation Front (Part 2)
- Gibbons v. Malone: Differences Between Securities in Same Company Essential when Avoiding the Application of Section 16(b) of the Securities Exchange Act
- Glass Steagall, The Capital Markets and the Volker Rule
- Going the Way of the Dodo: CFOs on the Board of Directors
- Goldman and the Consequences of Converting to a Bank
- Gordon v. Goodyear: Court Grants Defendants’ Motion to Dismiss in Shareholder Derivative Suit
- Gun Sales and the Capital Markets
- Has Anything Changed Since Citizens United to Revive the Anti-Corruption Rationale?
- Hidalgo-Velez v. San Juan Asset Mgmt., Inc.: Case Removal to Federal Court Proper under the Securities Litigation Uniform Standards Act
- Hite Hedge LP v. El Paso Corp.: Failure to State a Claim for Breach of Fiduciary Duties Owed by Controlling Partner in a Master Limited Partnership
- Holding Out for Holder to Prosecute Libor Liars
- How JP Morgan’s $2 Billion Trading Loss May Impact Citizens United II
- How Women Can Change Corporate Boards: The Effects of Achieving a Critical Mass of Female Directors
- Huppe v. WPCS International Inc.: Court Finds Beneficial Ownership Under Section 16(b)
- IPOs and the JOBS Act: A Complicated Analysis
- Implications of the OECD Report on Conflict Minerals Due Diligence Guidance for Issuers Subject to Dodd-Frank Reporting Requirements
- In re Answers Corporation: Court Denies Defendants’ Motion to Dismiss Shareholder Claims
- In re BP p.l.c. Securities Litigation: Some 10(b) Claims Spawned by Deepwater Horizon Disaster Survive Motion to Dismiss
- In re El Paso Corp. Shareholder Litigation: Court Denies Plaintiffs’ Motion to Enjoin Merger Negotiated by CEO
- In re Fannie Mae 2008 Securities Litigation: CIS, Smith, and Liberty Pursue FNMA Alone Despite a Parallel Class Action
- In re Fannie Mae: Potentially Negligent Behavior and Failure to Understand Are Not Evidence of Scienter
- In re Optimal U.S. Litigation: Presumption against Extraterritoriality of Exchange Act Trumps Plaintiffs’ Claims in Madoff Feeder Case
- In re eBay, Inc. Derivative Litigation: A Failed Attempt to Bypass the Initial Demand Requirement
- In the Matter of New York Stock Exchange LLC, and NYSE Euronext: SEC Sanctions NYSE for Discriminatory Data Distribution
- Independent Agency Regulatory Analysis Act of 2012: S 3468 (Part 1)
- Independent Agency Regulatory Analysis Act of 2012: S 3468 (Part 2)
- Independent Agency Regulatory Analysis Act of 2012: S 3468 (Part 3)
- Insider Trading and Congress: The Difficulties in Application
- Insider Trading, Congress and the Regulation of Executive Compensation
- Inspection Rights and Delaware Law: Elevating Process Over Efficiency (Central Laborers Pension Fund v. News Corp.)
- Is Company Driven CSR Disclosure Effective?
- Is the “benefit corporation” part of a race to the top?
- Is there enough empiricism in corporate law?
- Is this what states created corporations for?
- Johnston v. Pedersen: Class Voting Provision Fails Enhanced Scrutiny Test
- Kiobel Unlikely to Turn on Corporate Personhood
- Koehler on the FCPA
- Koehler on the Foreign Corrupt Practices Act
- Lakeview Investment v. Schulman: Case Dismissed Pursuant to SLUSA
- Lambrecht v. O’Neal: Double Derivative Actions Doubly Fail Following Merger of Bank of America Corporation and Merrill Lynch and Co.
- Law Faculty Blogs and Disruptive Innovation: A Conclusion
- Law Faculty Blogs and Disruptive Innovation: Blog Posts and Introduction of Intermediation on the Blogosphere
- Law Faculty Blogs and Disruptive Innovation: Introduction
- Law Faculty Blogs and Disruptive Innovation: Law Reviews Fight Back (The Fading Promise of Online Companions)
- Law Faculty Blogs and Disruptive Innovation: Replacing Law Reviews
- Law Faculty Blogs and Disruptive Innovation: Routing Around Reputational Metrics
- Law Faculty Blogs and Disruptive Innovation: The Impact on Law School Reputation
- Law Faculty Blogs and Disruptive Innovation: Law School Reputation and the Facts on the Ground
- Law Faculty Blogs and Disruptive Technology: Law Blogs and a Permanent Place in the Scholarship Continuum
- Law Faculty Blogs and the State of the Blogosphere: Citations in Legal Publications (1-10)
- Law Faculty Blogs and the State of the Blogosphere: Court Citations
- Law Faculty Blogs and the State of the Blogosphere: Introduction
- Law Faculty Blogs and the State of the Blogosphere: Citations in Legal Publications (11-50)
- Law Faculty Blogs and the State of the Blogosphere: Faculty Who Are Actively Blogging (June 2012)
- Law Faculty Blogs and the State of the Blogosphere: Law Faculty Who Blog by Law Schools (as of June 2012)
- Law and Society (Part 2): Teaching Happiness
- Law and Society (Part 3): Questioning the Legitimacy of the Supreme Court
- Law and Society (Part I)
- Lawrence v. Bank of America: Allegations of Actual Knowledge of Ponzi Scheme Fall Short
- Lawson v. FMR LLC: SOX Whistleblower Protection Does Not Extend to Employees of Private Contractors to Public Companies
- Legal Scholarship and the Decline in Hard Copy Publications
- Lincoln Nat’l Life Ins. Co.: Life Insurance Policy without Insurable Interest is Void
- Lipton on Boards of Directors in 2013
- Listing Standards, Director Independence, and the Obligation to Consider Personal and Business Relationships
- Mary Jo White and the SEC
- Mary Jo White, the SEC, and the Strategy of a Divided Commission
- Matambanadzo on "The Body, Incorporated"
- Mathis v. SEC: Court Upholds Sanctions for Willful Non-Disclosure
- Medafor v. CryoLife: Section 12(g) of the Exchange Act does not Provide a Private Right of Action
- Meridian Horizon Fund, L.P. v. Tremont Group Holdings, Inc.: Claims of Misrepresentation of Madoff Fund Monitoring Survive Motion to Dismiss
- Meyer v. Greene: The Standard for Loss Causation under §10(b)
- Michelman on Poverty in Liberalism
- Miller v. MSX-IBS Holding, Inc.: Preferred Stock Redemption Unavailable When a Corporation Lacks a Surplus of Assets
- Monk v. Johnson & Johnson: PSLRA Requires Stay of Discovery Pending a Second Motion to Dismiss
- Movement on Wall Street Arbitration
- NYSE Rule 452 and Voting Uninstructed Shares (Part 3)
- NYSE Rule 452 and the Problems of Uninstructed Shares (Part 1)
- NYSE Rule 452 and the Problems of Uninstructed Shares (Part 2)
- Nation v. American Capital, Ltd.: Seventh Circuit Upholds Summary Judgment on Conditional Privilege Grounds
- Nelson on “Amending the Dodd-Frank Act so 'Say on Pay' Votes May Be Heard in the Boardroom”
- NetRoadshow, Inc. Request to SEC for No-Action Relief: SEC Concludes Netroadshow, Inc.’s “Electronic Roadshows” Not Official Statements
- New York Supreme Court Dismisses All but One Claim in Suit Brought by Facebook Purchaser
- Nineteen Eighty-Nine, LLC v. Icahn Enterprises L.P.: Court Denies Icahn's Motion to Dismiss by Applying the Noerr-Pennington Doctrine to 13D Filings
- Non-Reviewability of Directors' Fees: In re Huron Consulting Group, Inc. Shareholder Deriv. Litig., 971 NE 2d 1067 (Ill App. 2012)
- Northern District of California Finds Securities Class Action Suit Can’t Get Past “Go” Without Pleading Sufficient Particularity in Kovtun v. Vivus, Inc.
- O'Kelley on the Evolution of the Modern Corporation
- Oddo Asset Management v. Barclays Bank PLC: N.Y. Court of Appeals Affirms Lack of Fiduciary Duty to Debt Holders
- On Scholarship
- One Court Bows out of Resource Extractive Industry Rules Challenge
- Padfield on "Rehabilitating Concession Theory"
- Padfield on The Silent Role of Corporate Theory in the Supreme Court’s Campaign Finance Cases (Updated Draft)
- Paul v. Delaware Coastal Anesthesia: Silence of LLC Operating Agreement Activates Statutory Default Provision allowing Voting by Written Consent
- Pay Ratios, Commissioner Aguilar and the Concerns with Voluntary Implementation
- Personal Use of the Aircraft by Corporate Officials: An Update and a Call for Access
- Phillips v. Scientific-Atlanta, Inc.: Proving Loss Causation in 10b-5 Violations
- Plaintiff Shareholders Fail to State a Claim for Relief under the Exchange Act in Louisiana Municipal Police Employees Retirement Systems v. Cooper Industries
- Platinum Partners Value Arbitrage Fund LP v. Chicago Board Options Exchange: Regulatory Immunity Does Not Apply to Private Disclosure of a Regulatory Action
- Plumbers Local No. 137 v. Davis: Say on Pay and Demand Excusal
- Presidential Candidates and Sarbanes Oxley
- Professor Chaffee Joins The Race to the Bottom
- Professor Padfield Joins The Race to the Bottom
- Proxy Statements: Part 1 & Part 2
- Public Benefit Corporations in Colorado: Background
- Public Benefit Corporations in Colorado: PBCs As Compared to Benefit Corporations
- Public Benefit Corporations in Colorado: The Crafting of H.B. 13-1138 as adopted
- Public Benefit Corporations in Colorado: The Heart of a PBC – The Directors’ Standard of Conduct
- Public Benefit Corporations in Colorado: The Shareholder’s Right to Enforce
- Public Benefit Corporations in Colorado: Transparency: The PBC’s Reporting Requirements
- Public Benefit Corporations in Colorado: Unanswered Questions
- Public Benefit Corporations in Colorado: What Will A Public Benefit Corporation Accomplish?
- Public Benefit Corporations in Colorado: Why A Public Benefit Corporation Rather Than A Non-PBC?
- Quack Deregulation?
- RMSC: Current Issues in Corporation Finance
- RMSC: Current Issues in Corporation Governance
- RMSC: Does Good Audit Make for Good Corporate Governance?
- RMSC: Ethical Issues in Securities Practice
- RMSC: Introductory Remarks by the SEC Regional Director Hoerl
- RMSC: JOBS Act
- RMSC: Lunch Presentation by Commissioner Gallagher
- RMSC: Perspectives on Defense
- RMSC: Regulated Entities Panel Presentation
- RMSC: SEC Enforcement
- RMSC: Corporate Finance
- RMSC: Corporate Governance
- RMSC: Introductory Remarks by SEC Commissioner Gallagher
- RMSC: Small Cap Finance
- RMSC: The Perspective from the Defense
- RMSC: Views on Enforcement and Investigations
- RTTB & The Rocky Mountain Securities Conference
- RTTB & The Rocky Mountain Securities Conference
- Rajat K. Gupta on Trial: Gupta Loses on Motions
- Rajat K. Gupta on Trial: The Criminal Indictment
- Rajat K. Gupta on Trial: The SEC’s Civil Complaint
- Regulation FD, Social Media, and the Non-Clarification Clarification (Part 1)
- Regulation FD, Social Media, and the Non-Clarification Clarification (Part 2)
- Reporting Under the Iran Threat Reduction and Syria Human Rights Act: Be Careful What You Wish For
- Representative Markey Urges SEC Chairman Walter to use the Market Reform Act of 1990 to Fight High Frequency Trading
- Richman v. Goldman Sachs Group: CDOs and Wells Notices
- Rosenthal v. New York University: No Legal Obligation to Award MBA after Student Pled Guilty to Insider Trading
- Rounding Up Some Critical Commentary on the DOJ’s Suit Against Standard & Poor's
- S.E.C. v. Stoker: Court Denies Citigroup Director’s Motion to Dismiss Claims under Sections 17(a)(2) and (3) of the Securities Act of 1933
- SEC Compliance and Disclosure Interpretations Regarding the Iran Threat Reduction and Syria Human Rights Act of 2012
- SEC Files Its Initial Brief in Conflict Minerals Case
- SEC Grants Request for No-Action Relief under Electronic Fund Remittance Transfers for Broker-Dealers
- SEC Refuses to Allow Financial Sector Firm to Omit Shareholder Proposal Concerning Disclosure of Climate Change Risk
- SEC Regulatory Accountability Act of 2013: Whose Interests are Being Served?
- SEC Release No. 34-67967: NASDAQ Rule Change Allows Payment of Regulatory Fines Through Installment Plans
- SEC Release No. IA-3483: Temporary Rule Regarding Principal Trades with Certain Advisory Clients
- SEC Settlements and Court Approval: Judicial Reallocation of Agency Resources
- SEC v. Bartek: Officer/Director Bans Barred by Statute of Limitations
- SEC v. Benger: Domestic Purchase or Sale of Unregistered Foreign Securities Required for Section 10(b) Protection
- SEC v. Gendarme Capital Corporation: California District Court Denies Defendants’ Motions to Strike or Dismiss SEC’s Complaint
- SEC v. Gowrish: Vinayak Gowrish’s Ninth Circuit Appeal Fails to Warrant Reversal
- SEC v. Gupta: SEC Charges Director, Hedge Fund Manager in Insider Trading Scheme
- SEC v. Huff: Disgorgement Amount in Civil Enforcement Suit does not have to be Exact
- SEC v. Landberg: Court Denies Motion to Dismiss SEC Fraud Claim Against CFO
- SEC v. SIPC: The SEC Exerts its Authority over SIPC in a Case of First Impression
- SEC v. Schooler: Real Estate Investment Fraud Shut Down
- SEC v. Shields: Colorado District Court Denies SEC’s Motion for Injunctive Relief
- SEC v. Weintraub: Businessman Liable for Multi-Billion Dollar Tender Offers
- SEPTA v. Volgenau: 8 Delaware Code § 124 Empowers and Protects Corporations But Does Not Prevent Direct Claims Against Corporations’ Directors
- SEPTA v. Volgenau: 8 Delaware Code § 124 Empowers and Protects Corporations But Does Not Prevent Direct Claims Against Corporations’ Directors
- SIFMA Complex Products Forum: Complex Problems often Accompany Complex Products
- Sarafin v. BioMimetic: Statements without Scienter are not Fraudulent
- Say on Pay and the Categorical Rule that Encourages Private Ordering (Part 1)
- Say on Pay and the Categorical Rule that Encourages Private Ordering (Part 2)
- Say on Pay and the Importance of Pay Ratio Disclosure
- Scandlon v. Blue Coat Systems: Complaint Dismissed with Leave to Amend
- Second Circuit Agrees to Stay Decision in SEC v. Citigroup
- Second Circuit Court of Appeals Clarifies Loss Causation Element in Acticon AG v. China N. East Petroleum Holdings, Ltd.
- Securities Fraud and a Pump-and-Dump Scheme: SEC v. Curshen
- Securities and Exchange Commission v. Obus: The Misappropriation Theory of Insider Trading
- Securities and Exchange Commission: Proposed Rules for Security-Based Swaps
- Seinfeld v. Slager and "Limits" on Directors' Fees (Part 3)
- Seinfeld v. Slager and the Non-Reviewability of Retirement Compensation (Part 1)
- Seinfeld v. Slager and the Non-Reviewability of Retirement Compensation (Part 2)
- Severance, Waste and In re HP Derivative Litigation
- Shareholder Access and the Political Nature of the Decision
- Shareholder Access, Private Ordering and the Prescient Views of a Delaware Vice Chancellor
- Shareholder Access: An Update
- Shareholder Proposals, Staff Legal Bulletin No. 14G (CF): SEC Provides New Guidance on Proof of Ownership and Use of Website References in Support of Shareholder Proposals
- Should we use a Venn diagram when teaching materiality?
- Sivolella v. AXA Equitable Life Ins. Co.: Court Defines “Security Holder” Broadly Under the Investment Company Act of 1940
- Sleeper & Greenwood on Why Corporate Speech Isn’t Free
- Some Thoughts on the "Independent Review" of Barclays (Part 1)
- Some Thoughts on the "Independent Review" of Barclays: Compensation and an Absence of "Humility" (Part 2)
- Some Thoughts on the "Independent Review" of Barclays: More Time on the Job (Part 3)
- Some Thoughts on the Just-Too-Big Corporation (and Other Stuff)
- South v. Baker and the Race to the Courthouse in Caremark Actions (Part 1)
- South v. Baker and the Race to the Courthouse in Caremark Actions (Part 2)
- South v. Baker: Derivative Action by Hecla Shareholders Dismissed but Option for Revival by More Meticulous Plaintiffs Still Open
- Special Committees and the "Controlled Mindset" -- Americas Mining Corp. v. Theriault (Part 1)
- Special Committees and the "Controlled Mindset" -- Americas Mining Corp. v. Theriault (Part 2)
- Special Committees and the "Controlled Mindset" -- Americas Mining Corp. v. Theriault (Part 3)
- St. Clair Shores General Employees’ Retirement System v. Lender Processing Services: If at First You Don't Succeed…
- Staffenberg v. Fairfield Pagma Assoc.: The Periphery of the Bernie Madoff Collapse
- Sterling v. Nestlé: Defendant Lacked Injury and Therefore, Lacked Standing
- Stock Exchanges and the Implications of Demutualization
- Swanson v. Weil: Court Grants Motions to Dismiss due to an Absent Pre-Litigation Demand
- Swiss Vote in Tough Executive Compensation Rules
- Tabet v. U.S. SEC: Husband and Wife’s Personal Bank Accounts are Fair Game for Investigation
- Taneja v. Familymeds Group, Inc. and the Importance of Process
- Teaching Moments in the Area of Corporate-Securities Law: The Dell Buyout and the Apple/Einhorn Dispute (Part 1)
- Teaching Moments in the Area of Corporate-Securities Law: The Dell Buyout and the Apple/Einhorn Dispute (Part 3)
- Teaching Moments in the Area of Corporate-Securities Law: The Dell Buyout and the Apple/Einhorn Dispute (Part 2)
- Teaching Moments in the Area of Corporate-Securities Law: The Dell Buyout and the Apple/Einhorn Dispute (Part 4)
- Teaching Stone v. Ritter in 4 Questions
- Teaching the Derivative Suit Demand Requirement Using Marx v. Akers
- The NYT, the SEC and Insider Trading (Part 2)
- The "JOBS" Act and the Capital Raising Process
- The "JOBS" Act and the Capital Raising Process (Crowdfunding and the Consequence of Gambling)
- The "JOBS" Act and the Capital Raising Process (Crowdfunding and the Costs of the Exemption)
- The "JOBS" Act: Adding Cost and Confusion to the Capital Raising Process
- The ABA and the Readers’ Choice: Voters’ Top Blawg 100 Picks
- The Benefits of the Falling Number of SEC Cases
- The Board and "Reliable" Directors
- The Board of Directors and the A Rational Stragey for Remaining on the Board
- The Captive Employee Debate (Part 2)
- The Conflict Minerals Rule: The Unintended Consequences of Section 1502 of Dodd Frank
- The Consequences of the Delaware Guidance Function
- The Cost of Proxy Solicitations and Shareholder Access
- The Costs of Omitting Women from the Board of Directors
- The Decline in Securities Class Action Lawsuits
- The Director Compensation Project: A Conclusion of Sorts
- The Director Compensation Project: American International Group, Inc.
- The Director Compensation Project: Goodrich Corporation
- The Director Compensation Project: The Clorox Company
- The Director Compensation Project: Apple Inc.
- The Director Compensation Project: Bank of America Corp.
- The Director Compensation Project: Berkshire Hathaway Inc.
- The Director Compensation Project: CVS Caremark Corporation
- The Director Compensation Project: Cardinal Health, Inc.
- The Director Compensation Project: ConocoPhillips
- The Director Compensation Project: General Electric Company
- The Director Compensation Project: International Business Machines Corporation
- The Director Compensation Project: Microsoft Corporation
- The Director Compensation Project: The Walt Disney Company
- The Director Compensation Project: Wells Fargo & Company
- The Duties of the Board of Directors of Mutual Funds and the SEC
- The Election and Corporate Governance: A Lesson in Demographics
- The Election and Corporate Governance: Political Contributions and the Role of the SEC
- The Election and Corporate Governance: The Impact on the Courts
- The Election and Corporate Governance: The Pressure on Dodd Frank Eased
- The Election and Corporate Governance: The Role of Citizens United
- The Fiduciary Limits on "Special Interest" Directors: Shocking Technologies v. Michael
- The Future of Legal Scholarship: The JOBS Act, 90 Denv. U. L. Rev. Online 63
- The Growing Federalization of the Duty to Monitor (Part 1)
- The Growing Federalization of the Duty to Monitor (Part 2)
- The Investor Advisory Committee Announced
- The JOBS Act and the Capital Raising Process (Adding Confusion and Cost under Section 12(g))
- The JOBS Act and the Capital Raising Process (Crowdfunding and Concerns with the After Market)
- The JOBS Act and the Capital Raising Process (Crowdfunding and the Computation of Net Worth)
- The JOBS Act and the Capital Raising Process (General Solicitations, Rule 506, and the Missed Opportunity)
- The JOBS Act and the Capital Raising Process (Implementation Begins)
- The JOBS Act and the Capital Raising Process (The On Ramp and the Secret Review Process)
- The JOBS Act and the Capital Raising Process (The Permanent On Ramp)
- The JOBS Act and the Capital Raising Process (The SEC Budget)
- The JOBS Act and the Capital Raising Process (What Was the Problem Again?)
- The JOBS Act and the IPO Off Ramp: Discouraging IPOs
- The JOBS Act, the On Ramp Provisions, and the Impact on the Public Offering Process
- The Jobs Act and the Interference with Capital Raising
- The Lack of Impartiality in the Proxy Process
- The Loss of a Titan
- The Market for IPOs and the JOBS Act
- The Myth of Majority Vote Provisions: Occidental Petroleum and the WSJ
- The NYT, the SEC and Insider Trading
- The NYT, the SEC and Insider Trading (Part 3)
- The Politics of Judicial Decision Making in the Corporate Governance Area
- The Problem of Zombie Directors (Part 1)
- The Problem of Zombie Directors (Part 2)
- The Promise and Peril of Crowdfunding: The Need for Legislative Reform (Part 1)
- The Promise and Peril of Crowdfunding: The Need for Legislative Reform (Part 2)
- The Promise and Peril of Crowdfunding: The Need for Legislative Reform (Part 3)
- The Promise and Peril of Crowdfunding: The Need for Legislative Reform (Part 4)
- The Promise and Risk of Crowdfunding: Inocente, Kickstarter, and the Oscars
- The Public Benefit Corporation of Colorado: History and Analysis
- The Puffery Defense As Theatre of the Absurd
- The Race to the Bottom and Student Posts
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 1)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 2)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 3)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 5)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 7)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 4)
- The Race to the Courthouse: La. Mun. Police Emples. Ret. Sys. v. Pyott (Part 6)
- The Relationship between Bad Corporate Governance and Bad Corporate Performance
- The Resource Extraction Rules: SEC as Poverty Alleviator and Tax Disclosure Agency?
- The SEC Fights Back
- The SEC and Small Capital Formation: General Solicitations and Private Placements (Part 2)
- The SEC and Small Capital Formation: Strengthening the Bad Actor Provisions (Part 3)
- The SEC and Small Capital Formation: The Advisory Committee on Small and Emerging Companies (Part 1)
- The SEC and Small Capital Formation: The Bad Girl Provisions (Part 4)
- The SEC and Whitleblowers
- The SEC and the Non-Cost Benefit Analysis Analysis (Part 1)
- The SEC and the Non-Cost Benefit Analysis Analysis (Part 2)
- The SEC and the Non-Cost Benefit Analysis Analysis (Part 3)
- The SEC and the Non-Cost Benefit Analysis Analysis (Part 4)
- The SEC, Corporate Governance and the Need for Additional Expertise (Part 1)
- The SEC, Corporate Governance and the Need for Additional Expertise (Part 2)
- The SEC, Corporate Governance and the Need for Additional Expertise (Part 3)
- The SEC, Rulemaking and the Disclosure of Political Contributions: The Impact of the Addition to the Unified Agenda
- The SEC, Social Benefit Rules, and the Inapplicability of Cost-Benefit Analysis: The Legal Challenge to Rule 13q-1 (Part 1)
- The SEC, Social Benefit Rules, and the Inapplicability of Cost-Benefit Analysis: The Legal Challenge to Rule 13q-1 (Part 2)
- The SEC, Social Benefit Rules, and the Inapplicability of Cost-Benefit Analysis: The Legal Challenge to Rule 13q-1 (Part 3)
- The SEC, Social Benefit Rules, and the Inapplicability of Cost-Benefit Analysis: The Legal Challenge to Rule 13q-1 (Part 4)
- The SEC, the Business Roundtable and an Appropriate Alliance
- The Second Circuit Held “Same Set of Concerns” was Sufficient to Establish Class Standing in NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co.
- The Silent Role of Corporate Theory in the Supreme Court’s Campaign Finance Cases (Part 1?)
- The Silent Role of Corporate Theory in the Supreme Court’s Campaign Finance Cases (Part 2)
- The Silent Role of Corporate Theory in the Supreme Court’s Campaign Finance Cases (Part 3)
- The Silent Role of Corporate Theory in the Supreme Court’s Campaign Finance Cases (Part 4)
- The Supreme Court and Enforcement of The Race to the Bottom: Gatz v. Auriga Capital (Part 1)
- The Supreme Court and Enforcement of The Race to the Bottom: Gatz v. Auriga Capital (Part 2)
- The Supreme Court, Business Cases, and the Chamber of Commerce
- The Trial of Rajat Gupta (Opening Arguments)
- The Unreviewability of Compensation Decisions in Delaware (Part 1)
- The Unreviewability of Compensation Decisions in Delaware (Part 2)
- The Value of a Law School Degree
- The Volcker Rule and the Curse of the Second Best Solution (Part 1)
- The Volcker Rule and the Curse of the Second Best Solution (Part 2)
- The Week in Review (Sort of)
- Tillman on Citizens United and the Scope of Professor Teachout's Anti-Corruption Principle
- Tomer on a More Human Economics
- Too Big to Fail and the Consequences
- Torian v. Craig: Individual Injury Allows Shareholders to Sue Directly
- Trust Fund Class Action Precluded by SLUSA, Dismissed with Prejudice
- Turtles All the Way Down: Rulemaking, the DC Courts, and the Lack of Judicial Deference
- Two Nominees for the SEC
- Tyco v Walsh: Only Shareholders May Ratify a Breach of Fiduciary Duty by a Director
- U.S. v. Harris: Motion to Dismiss Granted Regarding Alleged 15 U.S.C. § 77q(a) Securities Fraud
- U.S. v. Motz: Second Circuit Upholds Eight Year Sentence for Cherry Picking
- U.S. v. Reyes: Defining Prosecutorial Misconduct
- UBS Financial Services Inc. v. Carilion Clinic: FINRA Arbitration Ordered in ARS Case
- UBS and Citigroup’s Appeal Denied; Nonprofit Considered Banks’ “Customer” for FINRA Arbitration Purposes
- Union Cent. Life Ins. Co. v. Ally Fin., Inc.: PSLRA Discovery Stay is Applicable to State Law Claims in Federal Securities Actions
- Union de Empleados v. UBS Financial Services: Appellants Get a Second Chance
- Universal Banks, Market Risk and Efforts to Have It Both Ways
- Villari v. Mozilo: When in Doubt, Go for the Double
- Virginia E. Harper Ho on Corporate Governance as Risk Regulation in China
- Waste, Severance, and importance of "Creative Counsel" -- Zucker v. Andreesen
- Weaknesses in the Monitoring Function of the Board of Directors
- Wells on “the Puzzle of Corporation Law at the Height of the American Century”
- What to Expect This Proxy Season: Findings from Proxy Preview
- When Does a Promissory Note Become a Security? Fletcher Int'l, Ltd. v. ION Geophysical Corp.
- When in Doubt, Don’t Show Up: DC Circuit Reversed and Remanded SEC’s Default Order in Rapoport v. SEC
- XeDAR Corp. v. Rakestraw: Securities Fraud Claims Allowed Despite Covenant Not To Sue and Colorado’s Economic Loss Rule
- Yosifon on “The Law of Corporate Purpose”
- You don't have to hate business to denounce corporate personhood.
- Yudell v. Gilbert: Distinguishing Direct and Derivative Claims
- Zelaya v. U.S.: SEC’s Discretionary and Nondiscretionary Actions in Regards to a Ponzi Scheme
- “NIMBY” Austerity
Entries by Week
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- May 19, 2013 - May 25, 2013 (8)
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- May 5, 2013 - May 11, 2013 (19)
- April 28, 2013 - May 4, 2013 (8)
- April 21, 2013 - April 27, 2013 (6)
- April 14, 2013 - April 20, 2013 (6)
- April 7, 2013 - April 13, 2013 (8)
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- March 17, 2013 - March 23, 2013 (7)
- March 10, 2013 - March 16, 2013 (8)
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- February 24, 2013 - March 2, 2013 (5)
- February 17, 2013 - February 23, 2013 (5)
- February 10, 2013 - February 16, 2013 (6)
- February 3, 2013 - February 9, 2013 (7)
- January 27, 2013 - February 2, 2013 (7)
- January 20, 2013 - January 26, 2013 (7)
- January 13, 2013 - January 19, 2013 (6)
- January 6, 2013 - January 12, 2013 (7)
- December 30, 2012 - January 5, 2013 (7)
- December 23, 2012 - December 29, 2012 (8)
- December 16, 2012 - December 22, 2012 (7)
- December 9, 2012 - December 15, 2012 (5)
- December 2, 2012 - December 8, 2012 (6)
- November 25, 2012 - December 1, 2012 (8)
- November 18, 2012 - November 24, 2012 (6)
- November 11, 2012 - November 17, 2012 (12)
- November 4, 2012 - November 10, 2012 (5)
- October 28, 2012 - November 3, 2012 (15)
- October 21, 2012 - October 27, 2012 (11)
- October 14, 2012 - October 20, 2012 (8)
- October 7, 2012 - October 13, 2012 (5)
- September 30, 2012 - October 6, 2012 (6)
- September 23, 2012 - September 29, 2012 (8)
- September 16, 2012 - September 22, 2012 (6)
- September 9, 2012 - September 15, 2012 (8)
- September 2, 2012 - September 8, 2012 (7)
- August 26, 2012 - September 1, 2012 (6)
- August 19, 2012 - August 25, 2012 (7)
- August 12, 2012 - August 18, 2012 (6)
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- July 8, 2012 - July 14, 2012 (7)
- June 24, 2012 - June 30, 2012 (9)
- June 17, 2012 - June 23, 2012 (7)
- June 10, 2012 - June 16, 2012 (2)
- June 3, 2012 - June 9, 2012 (1)
- May 20, 2012 - May 26, 2012 (6)
- May 13, 2012 - May 19, 2012 (7)
- May 6, 2012 - May 12, 2012 (6)
- April 29, 2012 - May 5, 2012 (6)
- April 22, 2012 - April 28, 2012 (7)
- April 15, 2012 - April 21, 2012 (10)
- April 8, 2012 - April 14, 2012 (13)
- April 1, 2012 - April 7, 2012 (8)
- March 25, 2012 - March 31, 2012 (7)
- March 18, 2012 - March 24, 2012 (6)
- March 11, 2012 - March 17, 2012 (10)
- March 4, 2012 - March 10, 2012 (7)
- February 26, 2012 - March 3, 2012 (6)
- February 19, 2012 - February 25, 2012 (6)
- February 12, 2012 - February 18, 2012 (6)
- February 5, 2012 - February 11, 2012 (9)
- January 29, 2012 - February 4, 2012 (8)
- January 22, 2012 - January 28, 2012 (9)
- January 15, 2012 - January 21, 2012 (8)
- January 8, 2012 - January 14, 2012 (10)
- January 1, 2012 - January 7, 2012 (9)
- December 25, 2011 - December 31, 2011 (2)
Entries by Month
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- December 2011 (2)