Credit default swap portfolio securities lending program, inability to access capital markets, credit rating downgrade

The Article examines the regulation of underwriting compensation by the Financial Industry Regulation Authority. Although the regulation dates back almost 50 years and impacts virtually every U.S. public offering of securities, its propriety has received zero attention from legal scholars. The...

The Article examines the investor protection/capital formation balance with respect to private placements of securities. Specifically, it details various rule changes that were implemented over the years to enhance capital formation and other events that have occurred over the same timeframe...

The article provides a brief overview of Section 12(g) of the Securities Exchange Act of 1934 and argues that the SEC should adopt a new rule exempting from its application private companies with no active secondary trading in their securities, regardless if they have 500 or more shareholders

The article provides a brief history of hedge fund adviser registration requirements under the Investment Advisers Act, an overview of the hedge fund adviser registration provision included in the Dodd-Frank Act, and a discussion of such provision's impact on private equity and venture capital funds

In a groundbreaking deal closed in May 2007, Oaktree Capital Management LLC, a leading private U.S. hedge fund advisory firm, sold a 15 percent equity stake in itself for $880 million. The deal is groundbreaking because it was not structured as an initial public offering (IPO), traditionally the...

The Article examines the reverse merger method of going public. It describes the principal features of reverse mergers, including deal structure and legal compliance. Although reverse mergers are routinely pitched as cheaper and quicker than traditional IPOs, the Article argues that such pitches...

On February 28, 2008, American International Group, Inc. (AIG), the largest insurance company in the United States, announced 2007 earnings of $6.20 billion or $2.39 per share. Its stock closed that day at $50.15 per share. Less than seven months later, however, AIG was on the verge of...

We explore the theory, law, and practice of the shift by public companies from a plurality voting standard for the election of directors to a majority voting standard, an emerging governance reform sweeping corporate America. Although not mandated by law, as of October 2006, more than 250 public...

The Article advocates regulatory reforms designed to carve a new path to equity capital and share liquidity for private companies. Specifically, the reforms would allow private companies to generally solicit sophisticated investors and would foster the development of a liquid...