scholarly journals A Cooperative Federalism Approach to Shareholder Arbitration

2018 ◽  
Author(s):  
Zachary D. Clopton ◽  
Verity Winship
Keyword(s):  
Securities And Exchange Commission ◽  
Corporate Law ◽  
Federal State ◽  
Cooperative Response ◽  
Recent Developments ◽  
Cooperative Solutions ◽  
New Form ◽  
State Coordination ◽  
Cooperative Federalism ◽  
Securities Laws

128 Yale Law Journal Forum 169 (2018).Arbitration dominates private law across an ever-expanding range of fields. Its latest target, however, may not be a new field as much as a new form: mandatory arbitration provisions built into corporate charters and bylaws. Recent developments in corporate law coupled with signals from the Securities and Exchange Commission suggest that regulators may be newly receptive to shareholder arbitration. What they do next may have dramatic consequences for whether and how corporate and securities laws are enforced.The debate about the merits of arbitration is well worn, but its application to shareholder claims opens the door to a different set of responses. In particular, the overlapping authority of federal and state actors with respect to corporate law calls for approaches that sound in cooperative federalism. Yet cooperative-federalist approaches have been absent from recent debates about shareholder arbitration. This Essay explains why cooperative federalism is a natural fit for addressing these issues. Moreover, we marshal specific examples of cooperative solutions in this area that could help frame federal-state coordination going forward. Such a cooperative response would avoid unnecessary federal-state conflict and allow policymakers to approach shareholder arbitration with expertise, accountability, and mutual respect.

SEC charges “ICO Superstore” as unregistered broker-dealer

2019 ◽  
Vol 20 (1) ◽  
pp. 40-43
Author(s):  
John J. Sikora Jr. ◽  
Stephen P. Wink ◽  
Douglas K. Yatter ◽  
Naim Culhaci
Keyword(s):  
Financial Services ◽  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Content Type ◽  
The Us ◽  
Recent Developments ◽  
Practical Guidance ◽  
Securities Laws ◽  
Enforcement Activity

Purpose To analyze the settled order of the US Securities and Exchange Commission (SEC) against TokenLot LLC (TokenLot), which was the SEC’s first action charging a seller of digital tokens as an unregistered broker-dealer. Design/methodology/approach Analyzes the SEC’s order within the context of other recent actions by the SEC on cryptocurrencies and digital tokens and discusses future implications of the order in this area. Findings The SEC’s order against TokenLot as an unregistered broker-dealer was a logical next step in its enforcement activity in the cryptocurrency and digital token space.The order demonstrates that the SEC expects firms in the cryptocurrency space to use the well-established constructs of federal securities laws to evaluate their business activities to ensure those activities are legally compliant. Originality/value Practical guidance from experienced securities and financial services lawyers analyzing recent developments in a nascent area of SEC enforcement.

SEC focuses on initial coin offerings: tokens may be securities under federal securities laws

2018 ◽  
Vol 19 (1) ◽  
pp. 10-14
Author(s):  
Jeremy I. Senderowicz ◽  
K. Susan Grafton ◽  
Timothy Spangler ◽  
Kristopher D. Brown ◽  
Andrew J. Schaffer
Keyword(s):  
Financial Services ◽  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Content Type ◽  
The Us ◽  
Recent Developments ◽  
Securities Laws ◽  
Initial Coin Offerings

Purpose To explain the recent determination by the US Securities and Exchange Commission (SEC) with respect to so-called “token sales” or “initial coin offerings” (ICOs) that some tokens may be securities under federal securities laws and to address other recent actions by the SEC with respect to ICOs. Design/methodology/approach Reviews the SEC’s determination that some tokens issued in an ICO may be securities under federal securities laws as outlined by the SEC’s Division of Enforcement in a “Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO.” Provides overview of SEC Investor Alert, Investor Bulletin, and recent comments and actions of the Staff regarding investment in ICOs and provides guidance to those interested in participating in an ICO as an investor or issuer. Findings These actions by the SEC make it clear that the SEC is closely monitoring the market for ICOs, and that it wants potential investors and issuers to be aware that it is watching and may take action if it believes the securities laws have been violated. Originality/value Practical overview of recent developments and guidance from experienced securities and financial services lawyers.

SEC credits self-reporting and cooperation in not imposing penalty on ICO sponsor

2019 ◽  
Vol 20 (2) ◽  
pp. 13-15
Author(s):  
Daniel Hawke
Keyword(s):  
Design Methodology ◽  
Securities And Exchange Commission ◽  
Self Report ◽  
Content Type ◽  
Enforcement Action ◽  
Expert Analysis ◽  
Securities Laws ◽  
Insight Into ◽  
Civil Penalty ◽  
Do So

Purpose To explain a February 20, 2019 US Securities and Exchange Commission (SEC) settled enforcement action against Gladius Network LLC for failing to register an initial coin offering (ICO) under the federal securities laws, in which Gladius was able to avoid a civil penalty by self-reporting the violation and cooperating with the SEC enforcement staff. Design/methodology/approach Explains Gladius’ self-reporting, cooperation and remedial steps; why the SEC imposed no civil penalty on Gladius; and two similar cases the SEC instituted in July 2018 against companies that conducted unregistered ICOs, did not self-report, and were penalized. Provides analysis and conclusions. Findings The Gladius case offers important insight into how the SEC and its staff think about cooperation credit in resolving SEC enforcement actions and sends a clear message that self-reporting to the SEC can result in meaningful cooperation credit. In three recent cases, the Commission has made clear that once it put the industry on notice that ICOs could be securities that must be registered under the federal securities laws, a party risks enforcement action by failing to do so. Originality/value Expert analysis and guidance from an experienced securities lawyer who counsels clients on all manner of SEC enforcement, examination and regulatory policy matters.

Auditor Independence: A Focus on the SEC Independence Rules

2008 ◽  
Vol 23 (2) ◽  
pp. 247-260 ◽  
Author(s):  
Audrey A. Gramling ◽  
Vassilios Karapanos
Keyword(s):  
Audit Committee ◽  
Financial Statements ◽  
Auditor Independence ◽  
Securities And Exchange Commission ◽  
Background Information ◽  
Instructional Resources ◽  
Sarbanes Oxley ◽  
Policy Goals ◽  
Public Company ◽  
Securities Laws

Auditor independence is an important underpinning of the federal securities laws. These laws require that registrants' financial statements filed with the Securities and Exchange Commission (SEC) be audited by independent public accountants. The focus on independence for public company auditors was increased in light of the requirements of the Sarbanes-Oxley Act of 2002 to strengthen auditor independence. These instructional resources provide background information on the current SEC auditor independence rules. After becoming familiar with these rules, you will have the opportunity to complete several case scenarios that address: (1) hypothetical settings that may represent violations of the SEC independence rules, (2) possible actions that an audit committee might take when it determines that the SEC independence rules may have been violated, and (3) possible alternatives to the current SEC independence rules that could achieve the desired public policy goals of objective audits and investor confidence.

scholarly journals Comments by the Auditing Standards Committee of the Auditing Section of the American Accounting Association on the Securities and Exchange Commission Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934

2011 ◽  
Vol 5 (1) ◽  
pp. C16-C27 ◽  
Author(s):  
Eileen Taylor ◽  
James Bierstaker ◽  
Joseph Brazel
Keyword(s):  
Consumer Protection ◽  
Securities And Exchange Commission ◽  
Wall Street ◽  
Administrative Action ◽  
Consumer Protection Act ◽  
Auditing Standards ◽  
Securities Laws ◽  
Original Information

SUMMARY: Recently, the Securities and Exchange Commission (“SEC” or “Commission”) proposed rules and forms to implement Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”), entitled Securities Whistleblower Incentives and Protection, and sought comment thereon. The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (“Dodd-Frank”), established a whistleblower program that requires the Commission to pay an award, under regulations prescribed by the Commission and subject to certain limitations, to eligible whistleblowers who voluntarily provide the Commission with original information about a violation of the federal securities laws that leads to the successful enforcement of a covered judicial or administrative action, or a related action. Dodd-Frank also prohibits retaliation by employers against individuals that provide the Commission with information about potential securities violations. Comments were requested by the Commission and could be submitted on or before December 17, 2010. The Auditing Standards Committee of the Auditing Section of the American Accounting Association provided the comments in the letter below to the Commission on the Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934.

scholarly journals Federalism Concepts and Issues in Managing the Malaysian Water Sector

2018 ◽  
Vol 7 (3.30) ◽  
pp. 163
Author(s):  
Rasyikah Md Khalid ◽  
. .
Keyword(s):  
Federal Government ◽  
The State ◽  
Federal State ◽  
Nation State ◽  
State Governments ◽  
Water Conflict ◽  
Water Sector ◽  
Federal Constitution ◽  
Cooperative Federalism ◽  
Different Levels

Federalism refers to an agreement between several states which agree to be united as a nation state but with shared administrative responsibility. Under the dual federalism theory, the federal and the state governments are co-equals with specific powers granted by the constitution. In contrast, cooperative federalism denotes that although the federal government is supreme over the states, both acts cooperatively to solve common problem. Malaysia practices dual federalism as legislative powers of the federal and state governments are separated in the Federal Constitution. Rather than fostering cooperation, dual federalism in Malaysia has created tension between different levels of governments in the water sector as highlighted in the Selangor water woes. This paper evaluates issues arising in the Malaysian water sector from the federalism perspectives. Towards this end, doctrinal analysis on relevant laws and commentaries are made to appreciate the meaning of federalism and different approaches towards federalism. The paper concludes that different approaches towards federal-state relation can assist in improving the water sector and solve water conflict between different levels of governments in Malaysia.   

scholarly journals Protection of Private Equity Investors under the Dodd-Frank Act

2019 ◽  
Vol 37 (2) ◽  
Author(s):  
Doris Toyou
Keyword(s):  
Private Equity ◽  
Main Tool ◽  
Securities And Exchange Commission ◽  
Record Keeping ◽  
Securities Law ◽  
Fair Disclosure ◽  
Title Iv ◽  
Investment Returns ◽  
Securities Laws

In securities law, investor protection means that an issuer of securities, here partnership interests for private equity, must register with the Securities and Exchange Commission (“SEC”) and be subject to disclosure, reporting, record-keeping compliance and examination programs. This Article argues that the Dodd-Frank Act has fulfilled part of its objective to protect private equity investors by forcing private equity managers to disclose information on their operations. Disclosure has provided greater transparency about how the business of private equity is conducted. The increased SEC scrutiny started in 2014 has uncovered unfair practices and violations of fiduciary duties that sophisticated investors could not detect on their own. Notwithstanding this improved transparency, the Dodd-Frank Act still falls short of imposing the main tool securities laws uses to protect investors: that is, full and fair disclosure. In other words, Dodd-Frank does not provide all the required protections that are important for investors to assess the quality of their investments and make informed decisions. This Article offers to expand transparency by additional public disclosure of investment returns, fees, and managers’ income.For other policy issues unrelated to the protection of investors, that is, jobs or tax, Title IV of the Dodd-Frank Act does not offer the appropriate setting. Applying or enacting legislation concerning tax, labor or bankruptcy laws can better curve the controversial practices of private equity firms.

Recent Developments at the Securities and Exchange Commission: Academic Contributions and Opportunities

2007 ◽  
Author(s):  
Bjorn N. Jorgensen ◽  
Cheryl L . Linthicum ◽  
Andrew (Andy) J McLelland ◽  
Mark H. Taylor ◽  
Teri Lombardi Yohn
Keyword(s):  
Securities And Exchange Commission ◽  
Recent Developments

Human and Social Perspectives in Information Technology

2011 ◽  
pp. 268-282
Author(s):  
C. Richard Baker
Keyword(s):  
Information Technology ◽  
Electronic Commerce ◽  
Rapid Growth ◽  
Securities And Exchange Commission ◽  
The Internet ◽  
Securities Fraud ◽  
Social Perspectives ◽  
New Type ◽  
Securities Laws ◽  
Internet Companies

This chapter adds to the discussion of human and social perspectives in information technology by examining the existence and extent of fraudulent activities conducted through the Internet. The principal question addressed by this chapter is whether fraudulent activities perpetuated using the Internet constitute a new type of fraud, or whether they are classic forms of fraud appearing in a new medium. Three areas of fraud are investigated, namely: securities fraud, fraud in electronic commerce, and fraud arising from the rapid growth of Internet companies. The U.S. Securities and Exchange Commission (SEC) has cited more than 100 companies for committing securities fraud using the Internet. Actions prohibited under U.S. securities laws are now being conducted through the Internet, and the SEC has taken steps to suppress these frauds (SEC, 2001). The rapid growth of electronic commerce, and the natural desire on the part of consumers to feel secure while engaging in electronic commerce, has prompted the creation of mechanisms, such as web site seals and logos, to reduce concerns about fraudulent use of information. It is, however, questionable whether these mechanisms are effective in reducing fraud conducted through the Internet. A third potential area for fraud on the Internet involves the rapid growth of Internet companies, often with little economic substance and lacking in traditional managerial controls. This chapter seeks to examine areas with significant potential for fraud on the Internet and to assess implications of such activities for the management of information technology.

Corporate law

2019 ◽  
Author(s):  
Гульнара Ручкина ◽  
Gul'nara Ruchkina ◽  
Ирина Ромашкова ◽  
Irina Romashkova ◽  
Оксана Васильева ◽  
...  
Keyword(s):  
Higher Education ◽  
Educational Process ◽  
Corporate Law ◽  
Educational Institutions ◽  
Federal State ◽  
Institutions Of Higher Education ◽  
Educational Standard ◽  
State Educational ◽  
Legal Entities

The manual is a systematic presentation of the main institutions of corporate law. The principles of corporate law, the classification of corporate relations, the sources of corporate law are considered. Special attention is paid to the analysis of corporate legal entities and their system of governing bodies. For a better mastery of the material, each chapter of the textbook ends with test questions and tasks, practice-oriented and test tasks, a list of recommended sources. The publication contains regulatory material as of April 1, 2019. Complies with the requirements of the federal state educational standard of higher education of the last generation. Designed for use in the educational process in the direction of training 40.03.01 "Jurisprudence" in legal educational institutions of higher education.

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