Dec 1, 2020 | Article, Bernard S. Sharfman, Corporate, Feature, Securities
By Bernard S. Sharfman Abstract The SEC’s recent staff roundtable on the proxy process and its resulting guidance, interpretation, and proposed rules has made shareholder voting the most prominently debated corporate governance issue of recent times. The number of...
Dec 1, 2020 | Article, Bankruptcy, Christopher J. Ryan Jr., Feature, Policy, Samantha L. Bailey, Securities
By Samantha L. Bailey and Christopher J. Ryan Jr. Abstract Even before the spread of the COVID-19 pandemic, student loan debt—totaling over $1.64 trillion—was a cause for concern, as it is the second largest source of consumer debt in the United States, trailing only...
Dec 1, 2019 | Article, Carliss N. Chatman, Feature, Legal Ethics and Professional Responsibility, Legal Profession, Securities
By Carliss Chatman Abstract Notwithstanding the political grandstanding and legal regimes put in place to prevent the next Enron, this article explores whether attorney whistleblower provisions provided in the Standards of Professional Conduct for Attorneys Appearing...
Dec 1, 2018 | Article, Norbert Gaillard, Securities
By Norbert Gaillard and Michael Waibel Abstract Subsequent to the 2007–2008 subprime crisis, the SEC and the US Senate discovered that it was common practice for major credit rating agencies (CRAs) to produce inflated and inaccurate structured finance ratings. A host...
Sep 1, 2018 | Article, Marc I. Steinberg, Securities, Texas Gulf Sulphur
By Marc I. Steinberg Abstract Fifty years ago, the Second Circuit decided perhaps the most important case under the U.S. securities laws – Securities and Exchange Commission v. Texas Gulf Sulphur. This decision focused on several landmark issues, including insider...
Sep 1, 2018 | Article, Securities, Stephen M. Bainbridge, Texas Gulf Sulphur
By Stephen M. Bainbridge Abstract The Texas Gulf Sulphur decision was the seminal moment in the creation of the modern federal insider trading prohibition. In the half century since it was decided, however, courts and commentators have overlooked the glaring flaw in...
Sep 1, 2018 | Article, Richard M. Buxbaum, Securities, Texas Gulf Sulphur
By Richard M. Buxbaum Abstract While the TGS duo is justly known for its foundational work on the application of Rule 10b-5 to insider trading and corporate misstatements, two other aspects of the two cases are the focus of this contribution. The first is the...
Sep 1, 2018 | Article, Securities, Texas Gulf Sulphur, Wendy G. Couture
By Wendy G. Couture Abstract This essay uses Texas Gulf Sulphur as a case study on an issue that companies continue to face today: whether, and how, to respond to market rumors. This essay analyzes the countervailing incentives that influence whether companies respond...
Sep 1, 2018 | Article, James D. Cox, Securities, Texas Gulf Sulphur
By James D. Cox Abstract Data summarized in the opening of this article document shows that inside trading is a growth industry. And, as deals get ever bigger, the growth curve becomes steeper as more the data confirms intuition that the more who know about a good...
Sep 1, 2018 | Article, Onnig H. Dombalagian, Securities, Texas Gulf Sulphur
By Onnig H. Dombalagian Abstract Texas Gulf Sulphur’s bold ultimatum—”disclose or abstain”— enjoys an enduring place of prominence in discussions of insider trading law be- cause of the intuitive simplicity with which it asserts the expectations of investors in...
