The Securities and Exchange Commission advertises itself as a disclosure-based agency that eschews merit regulation. It logically and historically provides greater investor protection to less sophisticated investors. The Commission’s proposed Private Equity Rules, however, reject both...

The Jumpstart Our Business Startups Act (JOBS Act), signed into law by President Obama on April 5, 2012, after passage by Congress with bipartisan support, was ostensibly designed to promote job creation by eliminating perceived securities regulatory impediments to capital formation by small...

Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line — using...

The CROWDFUND Act, part of the JOBS Act signed into law in the United States in April 2012, provides for a new registered securities intermediary known as a funding portal. Funding portals or registered brokers must participate in crowdfunded offerings of securities conducted in accordance with...

The internet has created challenges for regulators of financial markets unimagined over eighty years ago by drafters of the Securities and Exchange Acts. The recent explosion in internet use has provided many benefits for investors and publicly-traded companies. The Internet has been a boon to...

In 1998, the United States Securities and Exchange Commission (“SEC” or “Commission”) released a style manual titled “The Plain English Handbook.” The culmination of a drive by its Chairman, Arthur Levitt, the Handbook drew upon the rules of grammar, best industry practice, and even...

This study analyzes information production and trading behavior of banks with lending relationships. We combine trade-by-trade supervisory data and credit-registry data to examine banks' proprietary trading in borrower stocks around a large number of corporate events. We find that relationship...

This Article provides the first sustained account of advice-giving as a fiduciary activity, and it demonstrates that the dominant approach to defining fiduciary relationships is flawed. Leading academic commentators assert that fiduciary relationships only arise when one party has discretion...