Theory can have profound effects on practice, some intended and desirable, others unintended and undesirable. That's the story of the influence the field of law and economics has had on the domain of law and accounting. That influence comes primarily from agency theory and modern finance theory,...

This article evaluates the ambiguities and shortcomings of the U.S. Supreme Court decision in Morrison with a particular emphasis on the implications of the recent Porsche decision in the Southern District of New York. We conclude that the ambiguities in Morrison and the implications of...

An important goal of financial risk regulation is promoting coordination. Law's coordinating function minimizes costly conflict and encourages greater uniformity among market participants. Likewise, privately developed market standards, such as standard-form contracts and rules incorporated into...

Insider trading has permeated the investment banking industry, moving beyond the traditional insider trading context. The new environment consists of outsiders, investment bankers, and their employees, who breach their client's confidences when they misappropriate nonpublic information for...

The European Union's (EU) mission has been and continues to be the establishment of a single, internal market for financial services comprising the entire territory of its fifteen Member States. Achieving a single market was historically dependent on provision of market access and development of...

In the Supreme Court of the United States' decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., the Court recognized that lawyers participating in a securities offering may be primarily liable under Section 10(b) of the Securities Exchange Act of 1934 and under one...

When Congress passed the National Securities Markets Improvement Act of 1996 (NSMIA), it unilaterally withdrew the preexisting power of the states to require pre-sale registration disclosures by issuers, including the power to conduct pre-sale disclosure review, merit review, or any other kind...

Congress, urged by the states to fill the “gap” left by their existing regulatory schemes for local securities markets, passed the Securities Act of 1933 and the Securities Exchange Act of 1934. Since the enactment of federal legislation, investors in securities have been protected by a dual...

Since the passage of the Securities Exchange Act of 1934, federal securities law has proscribed the use of material nonpublic information in buying and selling securities. However, the term “insider trading” has not been defined in federal legislation. Rather, the nature of its proscription...